October 12, 2021

National Stock Exchange of India Ltd. Listing Department Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051

BSELimited Department of Corporate Services Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Company Symbol: ICIL Scrip Code: 521016

Subject: Notice ofthe Meeting of the Equity Shareholders oUndo Couot Indystries Limited ("Company"1 Transferee Compan>",) to be held on Monday, 15th November, 2021 at 2.30 p.m. osn throygh video conferencing (yo or other Audio visual means (OAYM) pursuant to the directions of the National Company Law Tribynal. Mumbai Bench (-Hon'ble NClT1 vide its order dated 18th Augyst. 2021, in the matter of Scheme of Amalgamation of Pranavaditya Spinning Mills Limited (iransferor Companyj with the Company and their respective shareholders under Sectioos 230 to 232 of the Companies Act. 2013 ('Scheme').

Dear Sir/Madam

We wish to inform the exchanges that pursuant to the order dated August 18, 2021 in the Company Scheme Application No. CA(CAA)/143/MB/2021 ("Order"), passed by the Hon'ble National Company Law Tribunal, Mumbai Bench ("Hon'ble Tribunal" or "NCLT"), a meeting of the Equity Shareholders of Indo Count Industries Limited ("the Company") will be held 00 Monday, November 15,2021 at 2:30 p.m. (ISn through Video Conferencing ("VC,,)/ Other Audio Visual Means (·OAVMj ("Tribunal convened meeting") to consider and approve scheme of amalgamation (by way of merger by absorption) of Pranavaditya Spinning Mills Limited ("First Applicant Company"/ "Transferor Company") with Indo Count Industries Limited ("The Company"/ "Transferee Company"/ "Second Applicant Company") and their respective shareholders, under Sections 230 to 232 of the Companies Act, 2013 ("Act") and other applicable provisions of the Act read with rules framed thereunder ("Scheme").

A copy of the Notice of the Tribunal convened meeting dated October 5, 2021 along with the Explanatory Statement and other Annexures inter alia containing the copy of scheme is enclosed herewith for your information and records.

Pursuant to the aforesaid order of Hon'ble NCLT, Notice of the Tribunal convened meeting, together with the documents accompanying the same, is being sent through electronic mode to those Members whose names appear in the register of members/ list of beneficial owners as received from Link Intime India Pvt. Ltd., Registrar and Transfer Agent (RIA) as on October 1,2021 and whose email addresses are registered with the Company/ Depositories. Further, members whose email address are not registered, the notice together with the documents accompanying the same, is being sent through physical mode.

In terms of the said Order of the Hon'ble NCLI and in compliance with the provisions of (a) Sections 230-232 read with Section 108 of the Companies Act, 20l3; (b) Rule 6(3)(xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (c) Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules,2014; (d) Regulation 44 and o~ applicable provisions of Securities and Exchange Board of India (Listing Obligations and Dis¢osJ~ USf"'\$ Requirements) Regulations, 2015; and (e) Paragraph 9(a) of Circular No. CFD/DIL3/CIR/2017/21 dat d IS'("'

Indo Count Industries Ltd

4t1 •.....A.- -

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Head Office: 301. Arcadia. 3rd Floor. Nariman Point. Mumbai - 400 021, Maharashtra. India; T 022 43419500. F· 022 2282 3098 Marketing Office Dostllmperia. 2nd floor. Manpada. Ghodbunder Road, Thane (w) - 400 607, Maharashtra, India; T: 0224151 1800, F 0222172 0121 Home Textile DiVISion T3, Kagal- Hatkanang~1eFive Star MtDC Ind. Area, Kolhapur - 416216, Maharashtra, India; T: 0231 6627900, F 0231 6627979 Spinmng Division: 01, MIDC, Gokul Shirgaon. Kolhapur - 416234, Maharashtra, India; r' 0231 268'7400, F: 0231 2672161 Regd. Office· Office No 1, Plot No. 266, VillageAlte. Kumbho) Road,Taluka Hatkanangale, Dist. Kolhapur - 416109, Maharashtra, India: T· 0230 2463100 12461929 CIN: l72200PN1988PLC068972. E. [email protected], W www.indocount.com

Complete Comfort

March 10, 2017 issued by SEBI("SEBI Circular"), the Company has provided the facility of voting by remote electronic voting ("remote e-voting") and e-voting during the Meeting through the platform provided by National Securities Depository Limited ("NSDL") so as to enable the equity shareholders of the Company, to consider and approve the Scheme by way of the resolution mentioned in the Notice. Further, the facility of attending the meeting through VC/OAVM is also provided through NSDL platform.

The remote e-voting period commences on-Thursday, November 11,2021 (9:00 A.M. 1ST)and ends on Sunday, November 14, 2021 (5:00 P.M. 1ST).The remote e-voting module shall be disabled for voting thereafter. During this period, members of the Company holding shares as on November 8, 2021 (Cutoff date), can cast their vote electronically. The voting rights of Shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on Cut-off Date. The Equity Shareholders are requested to read the instructions in the Notes in this notice for electronic voting and attending the meeting.

The above announcements are also being made available on the website of the Company www.indocountcom.

This disclosure is being made in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We request you to take the above information on record.

Yours truly,

For Indo Count Industries Limited

M_I t4 v---L- e=:

Amruta Avasare Company Secretary & Compliance Officer Membership No: A18844

Encl.:As Above

Indo Count Industries Ltd

Head Office 301. Arcadia. 3rd Floor, Nariman Point. Mumbai - 400 021. Maharashtra. India; T 0224341 9500. j: 02222823098 Mar1<etingOffice Dosti Imperia. 2nd floor. Manpada. Ghodbunder Road. Thane (w) - 400 607. Maharashtra. India'T 0224151 1800, F 022 2172 0121 Home TeXtileDivision T3, Kagal- Halkanangale Five Star, MIDC Ind. Area. Kolhapur - 416216, M~harashtra, Ind!8,,!: 0231 6627900. j: 02316627979 Spinning Orvisron 01. MIDC. Gokul Shirgaon, Kolhapur - 416234, Maharashtra, lndia: T 0231 2687400. F 0231 2672181 Regd. Office: Office No.1. Plot No. 266, Village Alte, Kumbhoj Road,Taluka Hatkanangale, Dist, Kolhapur - 4'16109, Maharasl'ltta. India:T 02302463100 ^J 2461929 CIN: L72200PN1988PLC068972, E. [email protected],W; www.indocount.com

CIN: L72200PN1988PLC068972 Registered Office: Office No. 1, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Kolhapur – 416109 Maharashtra, India Tel No.: + 91 230 2463100/2461929; Corporate Office: 301, 3rd Floor, "Arcadia", Nariman Point, Mumbai -400 021 Tel No.: + 91 22 43419500 / 501; Fax No.: + 91 22 22823098 Email: [email protected]; Website: www.indocount.com

MEETING OF THE EQUITY SHAREHOLDERS OF INDO COUNT INDUSTRIES LIMITED

(convened pursuant to the order dated August 18, 2021 of the Hon'ble National Company Law Tribunal, Mumbai Bench)

NOTICE TO EQUITY SHAREHOLDERS

DETAILS OF THE MEETING:

Day	Monday
Date	November 15, 2021
Time	2:30 p.m. (IST)
Mode of Meeting	In view of the ongoing COVID-19 pandemic and related social distancing norms, as per the directions of the Hon'ble National Company Law Tribunal, Mumbai Bench, the meeting shall be conducted through Video Conferencing / Other Audio Visual Means.

REMOTE E-VOTING AND E-VOTING AT THE MEETING:

Cut Off date for e-voting	November 8, 2021
Remote e-voting start and end date and time	From November 11, 2021 at 9:00 a.m. (IST) to November 14, 2021 at 5:00 p.m. (IST).
E-voting at the meeting start and end time	As may be instructed by the Chairperson of the Meeting, during the proceedings of the meeting.

INDEX OF DOCUMENTS ENCLOSED:

Sr. No.	Contents	Page No.
1.	Notice of meeting of the equity shareholders of Indo Count Industries Limited convened under Sections 230- 232 and other relevant provisions of the Companies Act, 2013 read with Rules made thereunder, as per the directions of the Hon'ble National Company Law Tribunal, Mumbai Bench	3-12
2.	Explanatory Statement under Sections 230, 232 and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ("Rules")	13-33
3.	Scheme of Amalgamation (by way of merger by Absorption) of Pranavaditya Spinning Mills Limited ("Transferor Company") with Indo Count Industries Limited ("Transferee Company"/ "The Company") and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013 ("Scheme") enclosed as ANNEXURE I	34-60

Sr. No.	Contents	Page No.
4.	Order dated August 18, 2021 passed by Hon'ble National Company Law Tribunal, Mumbai Bench in Company Application No. CA(CAA)/143/MB/2021, enclosed as ANNEXURE II	61-78
5.	Valuation report dated October 21, 2020 on recommendation of share exchange ratio issued by Mr. Amit Kumar Singh, Registered Valuer, enclosed as ANNEXURE III	79-94
6.	Valuation report dated October 21, 2020 on recommendation of share exchange ratio issued by AZR & Associates, Independent Chartered Accountants enclosed as ANNEXURE IV	95-110
7.	Fairness Opinion dated October 21, 2020 issued on share exchange ratio to Indo Count Industries Limited by Ernst & Young Merchant Banking Services LLP, a Category-I Merchant Banker, registered with the Securities and Exchange Board of India, enclosed as ANNEXURE V	111-118
8.	Fairness Opinion dated October 21, 2020 issued on share exchange ratio to Pranavaditya Spinning Mills Limited by Saffron Capital Advisors Private Limited, a Category –I Merchant Banker, registered with the Securities and Exchange Board of India, enclosed as ANNEXURE VI	119-124
9.	Complaints Report dated December 14, 2020 filed by Indo Count Industries Limited with BSE Limited enclosed as ANNEXURE VII	125-126
10.	Complaints Report dated December 15, 2020 filed by Indo Count Industries Limited with National Stock Exchange of India Limited, enclosed as ANNEXURE VIII	127-129
11.	Complaints Report dated December 14, 2020 filed by Pranavaditya Spinning Mills Limited with BSE Limited, enclosed as ANNEXURE IX	130-131
12.	Observation letter dated March 25, 2021 conveying no objection to the scheme issued by BSE Limited to Indo Count Industries Limited, enclosed as ANNEXURE X	132-133
13.	Observation letter dated March 26, 2021 conveying No-objection to the scheme issued by National Stock Exchange of India Limited to Indo Count Industries Limited, enclosed as ANNEXURE XI	134-135
14.	Observation letter dated March 25, 2021 conveying No-objection to the scheme issued by BSE Limited to Pranavaditya Spinning Mills Limited, enclosed as ANNEXURE XII	136-138
15.	Audited Standalone Financial Statements along with Auditors Report of Indo Count Industries Limited for the year ended March 31, 2021 enclosed as ANNEXURE XIII	139-206
16.	Unaudited Financial Results of Indo Count Industries Limited for the quarter ended June 30, 2021 along with the Limited Review Report issued by Statutory Auditors enclosed as ANNEXURE XIV	207-209
17.	Audited Standalone Financial Statements along with Auditors Report of Pranavaditya Spinning Mills Limited for the year ended March 31, 2021 enclosed as ANNEXURE XV	210-260
18.	Unaudited Financial Results of Pranavaditya Spinning Mills Limited for the quarter ended June 30, 2021 along with the Limited Review Report issued by Statutory Auditors enclosed as ANNEXURE XVI	261-262
19.	Report adopted by the Board of Directors of Indo Count Industries Limited, as required under Section 232(2)(c) of the Companies Act, 2013, enclosed as ANNEXURE XVII	263-265
20.	Report adopted by the Board of Directors of Pranavaditya Spinning Mills Limited, as required under Section 232(2)(c) of the Companies Act, 2013, enclosed as ANNEXURE XVIII	266-268
21.	Statutory Auditor's certificate dated October 21, 2020 issued by M/s. Suresh Kumar Mittal & Co., Statutory Auditors to Indo Count Industries Limited confirming that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013, enclosed as ANNEXURE XIX	269-271

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AT MUMBAI BENCH CA(CAA) /143/ MB/ 2021

(Under Sections 230-232 of the Companies Act, 2013)

In the matter of the Companies Act, 2013

AND

In the matter of application under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

AND

In the matter of Scheme of Amalgamation (by way of Merger by Absorption) of Pranavaditya Spinning Mills Limited ('Transferor Company' or 'First Applicant Company') with Indo Count Industries Limited ('Transferee Company' or 'Second Applicant Company' or 'The Company')

AND

their respective shareholders.

Indo Count Industries Limited a public limited company, incorporated under the Companies Act, 1956 having its Registered Office situated at Office No. 1, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Kolhapur - 416109 Maharashtra, India CIN: L72200PN1988PLC068972 ) ) ) ) ) )

Second Applicant Company / Transferee Company / The Company

NOTICE OF THE TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF INDO COUNT INDUSTRIES LIMITED

To

The Equity Shareholders of Indo Count Industries Limited,

NOTICE is hereby given that by an order dated August 18, 2021 in the above mentioned Company Scheme Application ("Order"), the Hon'ble National Company Law Tribunal, Mumbai Bench ("Hon'ble Tribunal" or "NCLT") has directed that a meeting of the equity shareholders of Indo Count Industries Limited ("The Company"), be held for the purpose of considering, and if thought fit, approving the proposed scheme of amalgamation (by way of merger by absorption) of Pranavaditya Spinning Mills Limited ("First Applicant Company"/ "Transferor Company") with Indo Count Industries Limited ("The Company"/ "Transferee Company"/ "Second Applicant Company") and their respective shareholders, under Sections 230 to 232 of the Companies Act, 2013 ("Scheme").

TAKE FURTHER NOTICE that in pursuance of the aforesaid Order and as directed therein, a meeting of the equity shareholders of the Company, will be held on Monday, November 15, 2021 at 2.30 p.m. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") ("Meeting") following the operating procedures (with requisite modifications as may be required) referred to in Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, General Circular No. 14/2020 dated April 8, 2020 read with General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020 and General Circular No. 10/2021 dated June 23, 2021 issued by the Ministry of Corporate Affairs, Government of India ("MCA Circulars") and circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 issued by the Securities and Exchange Board of India ("SEBI Relaxation Circulars").

TAKE FURTHER NOTICE that pursuant to the aforesaid order passed by the Hon'ble Tribunal and in view of ongoing COVID-19 pandemic, the meeting of members of the Company shall be convened through VC/OAVM and there shall be no meeting requiring physical presence of members at a common venue. Members are requested to attend the meeting through VC/OAVM.

TAKE FURTHER NOTICE that in terms of the said Order of the Hon'ble Tribunal and in compliance with the provisions of (a) Sections 230-232 read with Section 108 of the Companies Act, 2013; (b) Rule 6(3)(xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (c) Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014; (d) Regulation 44 and other applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and (e) Paragraph 9(a) of Circular No. CFD/ DIL3/CIR/2017/21 dated March 10, 2017 issued by SEBI ("SEBI Circular"), the Company has provided the facility of voting by remote electronic voting ("remote e-voting") and e-voting during the Meeting through the platform provided by National Securities Depository Limited ("NSDL") so as to enable the equity shareholders of the Company, to consider and approve the Scheme by way of the below mentioned resolution.

TAKE FURTHER NOTICE that remote e-voting period begins from 09:00 a.m. (IST) on Thursday, November 11, 2021 and ends at 5:00 p.m. (IST) on Sunday, November 14, 2021. Remote e-voting module will be disabled by NSDL thereafter. The voting rights of Shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on November 8, 2021 ("Cut-off Date"). The Equity Shareholders opting to cast their votes by remote e-voting or e-voting during the Meeting are requested to read the instructions in the Notes in this notice carefully.

TAKE FURTHER NOTICE that each equity shareholder can opt for only one mode of voting i.e. (a) remote e-voting or (b) e-voting during the Meeting. If the shareholders opt for remote e-voting, they will be entitled to attend and participate in the Meeting, but will not be entitled to vote again during the Meeting.

TAKE FURTHER NOTICE that since the physical attendance of members has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by members under Section 105 of the Companies Act 2013, ("Act") will not be available for the said meeting and hence, the Proxy Form and Attendance Slip are not annexed to this Notice. However, pursuant to Sections 112 and 113 of the Act, in case of body corporates, authorized representatives can be appointed for the purpose of voting through remote e-voting, for attending the Meeting through VC/OAVM facility and e-voting during the Meeting. Further, an authority letter/ power of attorney by the board of directors or a certified copy of the resolution passed by its board of directors or other governing body authorizing such representative to attend and vote at the Meeting on its behalf be emailed to the Scrutinizer at [email protected] or [email protected] with a copy marked to [email protected] not later than 48 (forty eight) hours before the time for holding the Meeting.

TAKE FURTHER NOTICE that a copy of the Scheme, the Explanatory Statement under Sections 230, 232 and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with the enclosures as indicated in the Index, are enclosed herewith. A copy of this notice and the accompanying documents will be placed on the website of the Company at www.indocount.com and will also be available on the website of BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com, respectively and also on the website of NSDL at www.evoting.nsdl.com. Pursuant to Rule 11 of Companies (Compromises, Arrangements and Amalgamations) Rule, 2016, a copy of the Scheme along with explanatory statement shall be furnished by the Company, on requisition from equity shareholders to the Company on its email [email protected].

The Hon'ble Tribunal has appointed Mr. Kailash R. Lalpuria, Executive Director & CEO (Non-promoter) of the Company, and failing him, Mr. Kamal Mitra, Director (Works) (Non-promoter) of the Company, as the Chairperson of the Meeting, including for any adjournment thereof. Further, the Hon'ble Tribunal has appointed Mr. Vikas R. Chomal, (Membership No.: ACS 24941; CP No: 12133), Proprietor of M/s. Vikas R. Chomal & Associates, Practicing Company Secretaries as the Scrutinizer for the Meeting, including for any adjournment thereof.

The Scheme, if approved by the equity shareholders (which includes Public Shareholders), will be subject to the subsequent approval of the Hon'ble Tribunal.

The result(s) of the meeting shall be announced by the Chairperson within 2 working days of the conclusion of the Meeting upon receipt of Scrutinizer's report and the same shall be displayed on the website of the Company at www.indocount.com and websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL www.evoting.nsdl.com.

In accordance with the provisions of Sections 230 to 232 of the Companies Act, 2013 read with paragraph 9(a) of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, the Scheme shall be considered approved by the Equity Shareholders and be acted upon only if (a) the Scheme is approved by majority in number representing three-fourths in value of the Equity Shareholders of the Company; and (b) the votes cast by the public shareholders of the Company in favour of the Scheme are more than the number of votes cast by the public shareholders against it.

The Equity shareholders are requested to consider and if thought fit, to pass, by requisite majority, the following Resolution:

"RESOLVED THAT pursuant to the provisions of Section 230 read with Section 232 and other applicable provisions, if any, of the Companies Act, 2013 ("The Act") and the rules, circulars, notifications made thereunder, including the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (including any statutory modification(s) or re-enactment thereof for the time being in force), enabling provisions of the Memorandum and Articles of Association of the Company, relevant provisions of the Income-tax Act, 1961 and any other applicable laws, relevant provisions of SEBI Circular No. CFD/ DIL3/CIR/2017/21 dated March 10, 2017 (as amended from time to time), issued by the Securities and Exchange Board of India, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended from time to time, the observation letter dated March 25, 2021 issued by BSE Limited and the observation letter dated March 26, 2021 issued by National Stock Exchange of India Limited and subject to the approval of the Mumbai Bench of the National Company Law Tribunal ("Hon'ble Tribunal"), and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the Hon'ble Tribunal or any other regulatory authority while granting such consents, approvals and permissions which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall be deemed to mean and include one or more committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this resolution), the scheme of amalgamation by way of merger by absorption of Pranavaditya Spinning Mills Limited ("Transferor Company") with Indo Count Industries Limited ("Transferee Company") and their respective shareholders ("Scheme") on a going concern basis, as enclosed to the notice of the Hon'ble Tribunal convened meeting of the equity shareholders of the Company, be and is hereby approved;

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon'ble Tribunal while sanctioning the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme as the Board may deem fit and proper, including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper, and delegate all or any of its powers herein conferred to any Director(s) and/ or officer(s) of the Company, to give effect to this resolution, if required, as it may in its absolute discretion deem necessary or desirable, without being required to seek any further approval of the Shareholders or otherwise to the end and intent that the Shareholders shall be deemed to have given their approval thereto expressly by authority under this resolution and the Board be and is hereby further authorized to nominate one or more officers of the Company to execute such further deeds, documents and writings that may be considered necessary, make necessary filings and to carry out any or all activities that the Board is empowered to do for the purpose of giving effect to this resolution."

Dated this October 5, 2021 For Indo Count Industries Limited

Sd/- Mr. Kailash R. Lalpuria DIN: 00059758 (Chairperson appointed for the meeting)

Registered Office: Office No. 1, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Kolhapur - 416109 Maharashtra, India CIN: L72200PN1988PLC068972 Email: [email protected] Website: www.indocount.com

NOTES

1. In view of the ongoing COVID-19 pandemic, the Ministry of Corporate Affairs ("MCA") has, vide its General Circular No. 14/2020 dated April 8, 2020 read with General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020 General Circular No. 39/2020 dated December 31, 2020 and General Circular No. 10/2021 dated June 23, 2021 issued by the Ministry of Corporate Affairs, Government of India, ("MCA Circulars"), permitted convening the General Meetings through Video Conferencing ("VC") or Other Audio Visual Means ("OAVM"), without physical presence of the members at a common venue. Pursuant to the order dated August 18, 2021, in Company Scheme Application CA(CAA) /143/ MB / 2021 ("collectively referred to as the "Order"), passed by the National Company Law Tribunal, Mumbai Bench ("Hon'ble Tribunal") and in accordance with the MCA Circulars, provisions of the Companies Act, 2013 ("the Act") and SEBI Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated January 15, 2021 read with Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 ("SEBI relaxation circulars") and the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements Regulations, 2015 ("Listing Regulations"), this meeting is being held through VC/OAVM. The deemed venue for the meeting will be "301, 3rd Floor, Arcadia, NCPA Marg, Nariman Point, Mumbai – 400 021". Since the Meeting will be held through VC / OAVM, the Route Map is not annexed in this Notice.
1. The Explanatory Statement pursuant to Section 230, 232 and 102 of the Companies Act, 2013 ("the Act") read with Rule 6 of Companies (Compromises, Arrangements and amalgamation) Rules, 2016 (as amended from time to time) in respect of the above Resolution included in the notice is annexed hereto.
1. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this meeting is being held pursuant to the aforesaid MCA circulars and SEBI relaxation circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for this meeting and hence, the Proxy Form and Attendance Slip are not annexed to this Notice.
1. In case of joint holders attending the meeting, the Members whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.
1. The attendance of the Members at the meeting through VC/ OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
1. The members, seeking any information or having questions with regard to the resolution / scheme placed at meeting, are requested to send an email to the Company on [email protected]. The same will be replied suitably.
1. Notice of the Meeting, together with the documents accompanying the same, is being sent through electronic mode to those Members whose names appear in the register of members/ list of beneficial owners as received from Link Intime India Pvt. Ltd., Registrar and Transfer Agent (RTA) as on October 1, 2021 and whose email addresses are registered with the Company/ Depositories. Further, members whose email address are not registered, the notice together with the documents accompanying the same, is being sent through courier/ registered post/ speed post. Members may note that the Notice is also available on the Company's website www.indocount.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL at www.evoting.nsdl.com.
1. Voting rights shall be reckoned on the basis of paid-up value of the shares registered in the name(s) of the equity shareholders as on the Cut-off Date i.e. November 8, 2021. Persons who are not equity shareholders of the Company as on the Cut-off Date should treat this Notice for information purposes only.
1. As directed by the Hon'ble Tribunal, Mr. Vikas R. Chomal, (Membership No.: ACS 24941; CP No: 12133), Proprietor of M/s. Vikas R. Chomal & Associates, Practicing Company Secretaries shall act as Scrutinizer to scrutinize votes cast through remote e-voting or e-voting during the Meeting and shall submit a combined report on votes cast by the Equity Shareholders, which includes Public Shareholders of the Company to the Chairperson of the Meeting or to the person so authorised by him within 2 working days from the conclusion of the Meeting. The Scrutinizer's decision on the validity of the vote shall be final.

1. The result of the voting shall be announced within 2 working days of the conclusion of the Meeting, upon receipt of Scrutinizer's report and same shall be displayed on the website of the Company at www.indocount.com and on the website of NSDL at www.evoting.nsdl.com and on websites of BSE Limited www.bseindia.com and National Stock Exchange of India Limited www.nseindia.com.
1. The Notice convening the Meeting will be published through an advertisement in Business Standard (All editions) & Times of India (Kolhapur edition) in English language and Navshakti (All editions) & Pudhari (Kolhapur edition) in Marathi language.

12. INSTRUCTIONS FOR E-VOTING

Pursuant the provisions of section 108 of the Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014 as amended from time to time and Regulation 44 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing 'remote e-voting' facility through the platform provided by National Securities Depository Limited (NSDL) to all Members of the Company to enable them to cast their votes electronically, on the resolution mentioned in the notice of the Meeting of the Company. Apart from remote e-voting, the Company has also provided e-voting facility at the meeting through NSDL platform.

General Instructions:

a) The remote e-voting period begins on Thursday, November 11, 2021 at 9.00 a.m. (IST) and ends on Sunday November 14, 2021 at 5.00 p.m. (IST). During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Monday, November 8 , 2021 may cast their votes by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting after 5.00 p.m. (IST) on Sunday, November 14, 2021.
b) Mr. Vikas R. Chomal, (Membership No.: ACS 24941; CP No: 12133), Proprietor of M/s. Vikas R. Chomal & Associates, Practicing Company Secretaries has been appointed as a Scrutinizer to scrutinize the remote e-voting process and e-voting at meeting in a fair and transparent manner.
c) In accordance with Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Company has fixed Monday, November 8, 2021 as the "cut-off date" to determine the eligibility of members to vote by remote e-voting and e-voting at the meeting. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date, i.e. Monday, November 8 , 2021, shall be entitled to avail the facility of remote e-voting or e-voting at the meeting. Only those members, who will be present at the Meeting through VC/ OAVM facility and who would not have cast their vote by remote e-voting prior to the meeting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system at the meeting.
d) The members who have casted their vote by remote e-voting can also attend the meeting through VC/ OAVM but shall not be entitled to cast their vote again.
e) Any person who acquires shares of the Company and becomes member of the Company after the notice is sent and holding shares as on the cut-off date i.e. Monday, November 8, 2021, may obtain the login ID and password by sending a request at [email protected] or the Company or RTA. However, if he / she is already registered with NSDL for remote e-voting, then he / she can use his / her existing user ID and password for casting the vote. If he / she has forgot his / her password, he / she can reset his / her password by using "Forgot User Details/ Password" or "Physical User Reset Password" option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30. In case of Individual Shareholder holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. Monday, November 8, 2021 may follow steps mentioned in the Notice of the meeting under "Access to NSDL e-Voting system".
f) The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date i.e. Monday, November 8 , 2021.

g) The Scrutinizer shall submit his consolidated report to the Chairman within 2 working days from the conclusion of the meeting.
h) The result declared along with the Scrutiniser's Report shall be placed on the website of the Company at www.indocount.com and on the website of NSDL at www.evoting.nsdl.com and shall simultaneously be communicated to the BSE Limited and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively. Subject to the receipt of requisite number of votes, the Resolution shall be deemed to be passed on the date of the meeting, i.e. November 15, 2021.

PROCESS AND MANNER FOR MEMBERS OPTING TO VOTE THROUGH REMOTE E-VOTING:

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

Step 2: Cast your vote electronically and join virtual meeting on NSDL e-Voting system.

Details on Step 1 are mentioned below:

Pursuant to SEBI circular no. SEBI/HO/ CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on "e-Voting facility provided by Listed Companies", E-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs in order to access e-Voting facility.

Type of shareholders	Login Method
Individual Shareholders	A. NSDL IDeAS facility:
holding securities in demat	If you are already registered, follow the below steps:
mode with NSDL.	1. Visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/ either on a Personal Computer or on a mobile.
	2. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under "IDeAS" section.
	3. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services.
	4. Click on "Access to e-Voting" appearing on the left hand side under e-Voting services and you will be able to see e-Voting page.
	5. Click on options available against Company name or e-Voting service provider - NSDL and you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting and e-Voting during the meeting.
	If you are not registered, follow the below steps:
	1. Option to register is available at https://eservices.nsdl.com.
	2. Select "Register Online for IDeAS" Portal or click at https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp
	3. Please follow steps given in points 1-5.

Type of shareholders	Login Method
	B. e-Voting website of NSDL
	1. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile phone.
	2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
	3. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen.
	4. After successful authentication, you will be redirected to NSDL website wherein you can see e-Voting page. Click on options available against Company name or e-Voting service provider - NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting and e-Voting during the meeting.
Individual Shareholders holding securities in demat mode with CDSL	1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web. cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
	2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
	3. If the user is not registered for Easi/Easiest, option to register is available at https:// web.cdslindia.com/myeasi/Registration/EasiRegistration
	4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.
Individual Shareholders (holding securities in demat	1. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility.
mode) login through their depository participants	2. Once logged-in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature.
	3. Click on Company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot User ID and Forgot Password option available at respective websites.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 or 022-23058542-43

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile
1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member' section.
1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical		Your User ID is:
a)	For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b)	For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12
c)	For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 118510 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
c) How to retrieve your 'initial password'?
- (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The pdf file contains your 'User ID' and your 'initial password'.

(ii) If your email ID is not registered, please follow steps mentioned in process for those shareholders whose email ids are not registered.

1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
1. Now, you will have to click on "Login" button.
1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
1. Select "EVEN" of Company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. EVEN of the Company is 118510. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
1. Now you are ready for e-Voting as the Voting page opens.
1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
1. Upon confirmation, the message "Vote cast successfully" will be displayed.
1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolution set out in this notice:

1. In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected]
1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
1. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.
1. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE MEETING ARE AS UNDER:-

1. The procedure for e-Voting on the day of the Meeting is same as the instructions mentioned above for remote e-voting.
1. Only those Members/ shareholders, who will be present in the Meeting 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 in the Meeting.
1. Members who have voted through Remote e-voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.
1. The details of the person who may be contacted for any grievances connected with the facility for e-voting on the day of the Meeting shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the Meeting through VC/OAVM through the NSDL e-Voting system. Members may access the same by following the abovementioned steps under "Access to NSDL e-Voting system". After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against Company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice.
1. Members may join the Meeting through Laptops, Smartphones, Tablets and iPads for better experience. Further, Members will be required to use Internet with a good speed to avoid any disturbance during the Meeting. Members will need the latest version of Chrome, Safari, Internet Explorer 11, MS Edge or Firefox. Please note that participants connecting from Mobile Devices or Tablets or through Laptops 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 glitches.
1. Members who would like to express their views or ask questions during the Meeting may register themselves as a speaker by sending their request at [email protected] by November 9, 2021 from their registered Email ID mentioning their name, DP ID and Client ID / Folio No, PAN, mobile number. Those Shareholders who have registered themselves as a speaker will only be allowed to express their views / ask questions during the Meeting. For ease of conduct, speakers should send the questions in advance by sending the email on [email protected]. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the Meeting. Members are requested to restrict their questions/views only on the Scheme. The Company reserves the right to restrict the number of speakers depending on the availability of time for the Meeting.
1. The Members can join the Meeting in the VC/OAVM mode 15 minutes before the scheduled time of commencement of the Meeting by following the procedure mentioned in the Notice and the Company may close the window for joining the VC/OAVM Facility 15 minutes after the scheduled time to start the Meeting. The facility of participation at the Meeting through VC/OAVM will be made available for 1,000 members on first come first served basis.

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AT MUMBAI BENCH CA(CAA) /143/ MB/ 2021

(Under Sections 230-232 of the Companies Act, 2013)

In the matter of the Companies Act, 2013

AND

In the matter of application under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

AND

their respective shareholders.

Second Applicant Company / Transferee Company/ The Company

EXPLANATORY STATEMENT UNDER SECTION 230(3), 232 AND SECTION 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016, FOR THE MEETING OF THE EQUITY SHAREHOLDERS OF INDO COUNT INDUSTRIES LIMITED BEING CONVENED AS PER THE DIRECTIONS OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

1. This is a statement accompanying the Notice convening the meeting of the equity shareholders of the Company ("Meeting") on Monday, November 15, 2021 at 2:30 p.m. (IST) through VC /OAVM pursuant to the Order dated August 18, 2021 passed by the Hon'ble National Company Law Tribunal, Mumbai Bench ("Hon'ble Tribunal" or "NCLT") in the Company Scheme Application No. CA(CAA)/143/MB/2021 ("Order"), for the purpose of considering and, if thought fit, approving, the Scheme of Amalgamation of Pranavaditya Spinning Mills Limited ("First Applicant Company" / "Transferor Company") with Indo Count Industries Limited ("Second Applicant Company" / "Transferee Company"/ "The Company") and their respective shareholders. ("Scheme").
1. In terms of the said Order, the quorum for the Meeting for equity shareholders shall be as prescribed under Section 103 of the Companies Act, 2013 i.e. 30 equity shareholders, present through VC/OAVM. If the quorum is not present within half an hour from the time appointed for the holding of the Meeting, the meeting shall be adjourned by 30 (thirty) minutes and thereafter, the persons present shall be deemed to constitute the quorum and the Meeting shall be held. Further, in terms of the said Order, the Hon'ble Tribunal has appointed Mr. Kailash R. Lalpuria, Executive Director & CEO (Non-promoter) of the Company and failing him, Mr. Kamal Mitra, Director of the Company, as the Chairperson of the Meeting of the Company ("Chairperson"), including for any adjournment thereof. Further, the Hon'ble Tribunal has appointed Mr. Vikas R. Chomal (Membership No.: ACS 24941; CP No: 12133), Proprietor of M/s. Vikas R. Chomal & Associates, Practicing Company Secretaries as the Scrutinizer for the Meeting ("Scrutinizer"), including for any adjournment thereof.
1. A copy of the Scheme is enclosed herewith as Annexure I. The proposed scheme is envisaged to be effective from the Appointed Date. The Appointed Date is October 1, 2020 or such other date as may be approved by the NCLT.

4. Appointed Date, Effective Date, Record Date and Share Exchange Ratio and Other Considerations:

Clause 1(d) of Part A of the Scheme defines "Appointed Date" as "1st October 2020 or such other date as may be approved by the Hon'ble National Company Law Tribunal ('NCLT')".

Clause 1(f) of Part A of the Scheme defines "Effective Date" as "the last of the dates on which the certified copies of the Order of NCLT, Mumbai bench under Sections 230 & 232 of the Act sanctioning the Scheme is filed with the Registrar of Companies, Pune, at Maharashtra by the Transferor Company and Transferee Company".

Clause 1(k) of Part A of the Scheme defines "Record Date" as "such date as may be mutually fixed by the Board of Directors of the Transferor Company and the Transferee Company for determining the names of the shareholders of the Transferor Company to whom equity shares of the Transferee Company will be allotted pursuant to the Scheme".

Clause 6.2 of Part B of the Scheme states "Share Exchange Ratio" as " 2 (Two) fully paid Equity Shares of face value of INR 2/- each of Transferee Company shall be issued and allotted for every 15 (Fifteen) Equity shares of face value of INR 10/- each held in Transferor Company"

1. The proposed Scheme was placed before the Audit Committee of the Company ("ICIL Audit Committee") at its meeting held on October 21, 2020. In accordance with the provisions of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, ("SEBI Circular"), the ICIL Audit Committee vide resolution passed at its meeting held on October 21, 2020, recommended the Scheme to the Board of Directors of the Company inter alia on the basis of its evaluation and independent judgment and consideration of the following documents:
(a) Valuation reports dated October 21, 2020, issued by AZR & Associates, Independent Chartered Accountants and Mr. Amit Kumar Singh, Registered Valuer containing the Share Exchange Ratio (defined hereinafter);
(b) Fairness opinion, dated October 21, 2020, issued to the Company by Ernst & Young Merchant Banking Services LLP, a Category-I Merchant Banker registered with the Securities and Exchange Board of India ("SEBI") on the fairness of the share exchange ratio.
(c) Certificate dated October 21, 2020, issued by Suresh Kumar Mittal & Co., Chartered Accountants, Statutory Auditors of the Company, confirming that the accounting treatment prescribed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013.
1. Based upon the recommendations of the ICIL Audit Committee and on evaluation of the scheme, the Board of Directors of the Company has come to the conclusion that the Scheme is in the best interest of the Company and its shareholders. A copy of the Scheme, as approved by the Board of Directors of the Company, taking into account the Valuation Reports, Fairness Opinion and the independent recommendation of the ICIL Audit Committee, is enclosed herewith to this Notice. The rationale and salient features of the Scheme are also mentioned in this Explanatory Statement.
1. The proposed Scheme was also placed before the Audit Committee of Transferor Company ("PSML Audit Committee") at its meeting held on October 21, 2020. In accordance with the provisions of SEBI Circular, the PSML Audit Committee vide resolution passed at its meeting held on October 21, 2020, recommended the Scheme to Board of Directors of Pranavaditya Spinning Mills Limited inter alia on the basis of its evaluation and independent judgment and consideration of the following documents:
(a) Valuation report dated October 21, 2020, issued by AZR & Associates, Independent Chartered Accountants and by Mr. Amit Kumar Singh, Registered Valuer containing the Share Exchange Ratio (defined hereinafter);
(b) Fairness opinion, dated October 21, 2020, issued to First Applicant Company by Saffron Capital Advisors Private Limited, a Category-I Merchant Banker registered with the Securities and Exchange Board of India ("SEBI") on the fairness of the share exchange ratio.
1. Based upon the recommendations of the PSML Audit Committee and on evaluation of the scheme, the Board of Directors of Pranavaditya Spinning Mills Limited ("Transferor Company") has come to the conclusion that the Scheme is in the best interest of the Transferor Company and its shareholders. A copy of the Scheme, as approved by the Board of Directors of Transferor Company, taking into account the Valuation Reports, Fairness Opinion and the independent recommendation of the PSML Audit Committee, is enclosed herewith to this Notice. Please refer to Explanatory Statement for the rationale and salient features of the Scheme.
1. The Scheme is presented for Amalgamation (by way of Merger by Absorption) of Pranavaditya Spinning Mills Limited with the Company, on a going concern basis in accordance with the Sections 230 to 232 of the Act and in compliance with Section 2(1B) of the Income-tax Act, 1961 ("Amalgamation").

In terms of Sections 230 to 232 of the Act, the Scheme shall be considered approved by the equity shareholders of the Company if the resolution mentioned in the Notice is approved at the Meeting by a majority in number representing threefourths in value of the equity shareholders of the Company, through electronic voting. Further, in accordance with the SEBI Circular, the Scheme shall be acted upon only if the number of votes cast by the Public Shareholders in favour of the aforesaid resolution for approval of Scheme is more than the number of votes cast by the Public Shareholders against it. Public shareholders shall have same meaning as defined in said circular.

DETAILS OF Pranavaditya Spinning Mills Limited / FIRST APPLICANT COMPANY / Transferor Company AS PER RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATION) RULES, 2016 ("RULES")

11. Details of First Applicant Company:

Name of First Applicant Company	Pranavaditya Spinning Mills Limited
Corporate Identification No. (CIN)	L17119PN1990PLC058139
Permanent Account No.(PAN)	AAACP4716B
Incorporation Date	September 12, 1990
Type of Company & Name of stock exchanges in which equity shares of the Company are listed	Public Limited Company The equity shares of the First Applicant Company are listed on the BSE Limited (Scrip Code : 531172).
Registered Office Address	Office No. 2, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Kolhapur – 416109, Maharashtra, India
Details of change of Name, Registered Office and Objects of the Company during the last five years	There has been no change in the name, Registered Office and the object clause of First Applicant Company during the last 5 years.
Email address	[email protected]
Relationship with the parties to the Scheme	The First Applicant Company is a subsidiary of Second Applicant Company.

12. Summary of the main objects as per the memorandum of association of the First Applicant Company:

The main objects of the First Applicant Company, as set out in Clause III(A) of its memorandum of association, are as under:

"To carry on business as manufacturers, producers, processors, cultivators, fabricators, assemblers, ginners, balers, pressers, carders, sizers, spinners, woolcombers, worsted spinners woollen spinners, weavers, knitters, bleachers, dyers, printers, convertors, crimpers, texturisers, doublers, twisters, packers, reelers, refiners, distributors, traders, dealers agents, brokers, financiers, buyers, sellers, importers and exporters of cotton yarn, waste yarn, staple fibre yarn, synthetic yarn, blended yarn of all kinds, all other kinds of yarns and threads, including sewing thread and tyre cord yarn, natural and man-made fibres including cotton, staple fibre, synthetic, viscose, artificial silk, jute silk, hemp, flex wool, linen, nylon, terylene, cotton & synthetic waste or any other fibrous materials whether blended, spun, filament or otherwise and cloth including floor cloth, Tarapaulin cloth, American cloth, table cloth, upholstery, curtains, dress linings, boot linings, trunk linings and synthetic materials, knitted products, garments, readymade or otherwise including shirts, bush shirts, pyjama suits, uniform for the Army, Navy, Airforce and other personnel, safaries, suits, pants, coats, hosiery, vests, undergarments for men, women and childrens, madeups, shawls, sweaters, laces, stockings, mats, rugs, blankets, packing materials tapes socks fabrics whether textile felted, netted or looped".

13. Main business carried on by the First Applicant Company:

The First Applicant Company is authorised to carry on, inter alia, the business of manufacturing of cotton yarn. The First Applicant Company is in Textile segment.

14. Details of the capital structure of the First Applicant Company including authorized, issued, subscribed and paid-up share capital:

Authorised Share Capital as on August 31, 2021	Amount (in Rs.)
1,92,70,000 Equity Shares of Rs. 10/- each	19,27,00,000
Total 19,27,00,000
Issued, Subscribed and Paid-up Share Capital as on August, 31, 2021
1,92,41,280 Equity Shares of Rs.10/- each fully paid up	19,24,12,800
Total	19,24,12,800

Subsequent to August 31, 2021, there has been no change in the authorised, issued, subscribed and paid-up share capital of First Applicant Company. Upon the Scheme becoming effective, the entire authorised share capital of the First Applicant Company shall stand transferred to Second Applicant Company.

The details regarding the pre-scheme shareholding pattern of the First Applicant Company as on September 30, 2020 is as under. The First Applicant Company will be automatically dissolved after the Scheme becomes effective.

Sr. No.	Category of Shareholder(s)	No. of shares	% holding
(A)	Shareholding of Promoter and Promoter Group
1	Indian
(a)	Individuals/ Hindu Undivided Family	NIL	NIL
(b)	Central Government/ State Government(s)	NIL	NIL
(c)	Bodies Corporate (Indo Count Industries Limited)	1,43,41,280	74.53
(d)	Financial Institutions/ Banks	NIL	NIL
(e)	Any Others	NIL	NIL
	Sub Total(A)(1)	1,43,41,280	74.53
2	Foreign
(a)	Individuals (Non-Residents Individuals/ Foreign Individuals)	NIL	NIL
(b)	Bodies Corporate	NIL	NIL
(c)	Institutions	NIL	NIL
(d)	Any Others	NIL	NIL
	Sub Total(A)(2)	NIL	NIL
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)	1,43,41,280	74.53
(B)	Public shareholding
1	Institutions	NIL	NIL
(a)	Mutual Funds/ UTI	NIL	NIL
(b)	FPI	NIL	NIL
(c)	Financial Institutions / Banks	NIL	NIL
(d)	Central Government/ State Government(s)	NIL	NIL
(e)	Venture Capital Funds	NIL	NIL
(f)	Insurance Companies	NIL	NIL
(g)	Foreign Institutional Investors	NIL	NIL
(h)	Foreign Venture Capital Investors	NIL	NIL
(i)	Any Other	NIL	NIL
	Sub-Total (B)(1)	NIL	NIL

Sr. No.	Category of Shareholder(s)	No. of shares	% holding
2	Non-institutions
(a)	Individuals
I	Individual shareholders holding nominal share capital up to Rs. 2 lakhs	7,97,696	4.15
II	Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs	15,90,427	8.27
(b)	Any Other
	Bodies Corporate	19,59,835	10.19
	Clearing Members	1,700	0.01
	Non-Resident Indian (NRI)	27,858	0.14
	HUF	5,14,888	2.68
	Trusts	7,596	0.04
	Sub-Total (B)(2)	49,00,000	25.47
(B)	Total Public Shareholding (B)= (B)(1)+(B)(2)	49,00,000	25.47
	TOTAL (A)+(B)
(C)	Shares held by Custodians and against which DRs have been issued	NIL	NIL
	GRAND TOTAL (A)+(B)+(C)	1,92,41,280	100.00

The First Applicant Company does not have any stock options or equity linked benefits to its employees, as on August 31, 2021. Further, there are no convertible securities outstanding as on August 31, 2021.

15. Names and addresses of the promoters of the First Applicant Company as on August 31, 2021 along with their addresses:

Sr. No.	Name of the Promoter	Address
1.	Indo Count Industries Limited	Office No. 1, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Kolhapur – 416109, Maharashtra, India

16. Names of the directors of the First Applicant Company as on August 31, 2021 along with their addresses:

Sr.	DIN	Name of the Director	Category	Residential Address
No.
1.	00400892	Mr. S K Agrawal	Non-Executive Independent Chairman	A-2, Matru Ashish Building, 14th floor, 454, Nepeansea Road, Near Petrol Pump, Nepeansea Road, Mumbai - 400 036
2.	00086106	Mr. Anil Kumar Jain	Non-Executive Non-Independent Director	FRH -5, Grand Paradi Apt, A. K. Marg, Kemps Corner, Near Shalimar Hotel, August Kranti Marg, Mumbai - 400 036
3.	01839261	Mr. Kamal Mitra	Non-Executive Non-Independent Director	House No. D -1, R. S. No. 177, Hari Puja Puram, E ward, Nagala Park, Karvir, Kolhapur, Maharashtra - 416 003
4.	03609419	Dr. Ashok Desai	Non-Executive Independent Director	1804, Victoria Lodha Paradise, Majiwada, Thane West, Thane – 400 601
5.	08015576	Ms. Kala Agarwal	Non-Executive Independent Director	B / 4, New Rakhi CHS, M. G. Road, Opp. Corporation Bank, Kandivali (West), Mumbai - 400 067
6.	00193056	Mr. L. Viswanathan	Non-Executive Independent Director	Flat No: 804, B wing, Tower 6, Elisium Building, New Cuffe Parade, Wadala (East), Mumbai - 400 037

17. The date of the board meeting at which the Scheme was approved by the Board of the First Applicant Company including the names of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

The Scheme was approved by the Board of Directors of the First Applicant Company on October 21, 2020. All Directors were present at the meeting and voted unanimously in favour of the scheme. The details of voting on the resolution are as under:

Sr. No.	Names of the Directors	Voted in favour/against/did not participate
1.	Mr. S K Agrawal	In Favour
2.	Mr. Anil Kumar Jain	In Favour
3.	Mr. Kamal Mitra	In Favour
4.	Dr. Ashok Desai	In Favour
5.	Ms. Kala Agarwal	In Favour
6.	Mr. L. Viswanathan	In Favour

18. Amount due to unsecured creditors: As on December 31, 2020, the aggregate amount due to the unsecured creditors of the First Applicant Company is Rs. 6,02,68,498/- (Six Crore Two Lakh Sixty Eight Thousand Four Hundred and Ninety Eight Rupees Only). There were no secured creditors as on December 31, 2020 in First Applicant Company.
19. Disclosure about effect of the Scheme / amalgamation on promoter, non-promoter shareholders, directors & key managerial personnel, creditors, employees, depositors & deposit trustee, debenture trustee of the First Applicant Company:

Sr. No.	Category of Stakeholder	Effect of the Scheme on Stakeholders
1.	Promoters	Indo Count Industries Limited (Promoter & Transferee Company) holds 1,43,41,280 equity shares of face value Rs. 10/- each of Pranavaditya Spinning Mills Limited (Transferor Company) representing 74.53% of paid up equity share capital of Transferor Company. The said shares held by Transferee Company in Transferor Company will stand cancelled pursuant to this scheme on account of amalgamation without any further application, act and deed.
2.	Non-Promoter Shareholders	As consideration for the amalgamation of Transferor Company with the Transferee Company, the Transferee Company shall, without any further act or deed and without receipt of any cash, issue and allot to the shareholders of Transferor Company as on the Record Date (as defined in the Scheme), 2 equity shares of Rs. 2 each of the Transferee Company for every 15 equity shares of Rs. 10 each of Transferor Company. ("Share Exchange Ratio").
		Upon the amalgamation of Transferor Company with the Transferee Company, Transferor Company shall stand dissolved without being wound-up and without any further act or deed. The name of Transferor Company shall be struck off from the records of the Registrar of Companies on amalgamation.
3.	Directors and Key Managerial Personnel ("KMPs")	All KMPs (Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary) of Transferor Company shall cease to hold their respective positions in the Transferor Company. Any KMPs holding equity shares in Transferor Company, as on record date, will receive the shares of Transferee Company as per the aforementioned share exchange ratio.

Sr. No.	Category of Stakeholder	Effect of the Scheme on Stakeholders
4.	Creditors	There are no secured creditors in Transferor Company.
		Inter-company unsecured creditors: Upon the scheme becoming effective, w.e.f. Appointed Date, the Receivables of Transferee Company from Transferor Company shall stand cancelled.
		Further, other unsecured creditor of Transferor Company would become creditor of Transferee company and Transferee company shall be liable to meet, discharge or satisfy the same in accordance with terms agreed with creditors.
		The Scheme does not involve any compromise or arrangement with the creditors of the Transferor Company. The liability of the Transferor Company towards its creditors is neither being reduced nor being extinguished under the Scheme and the Scheme is therefore not prejudicial to the interests of the creditors of the Transferor Company.
5.	Depositors & Deposit Trustee	Not Applicable, as the Transferor Company does not have any outstanding public deposits.
6.	Employees	Upon the amalgamation becoming effective, in terms of the Scheme, all employees of the Transferor Company, as on the Effective Date (as defined in the Scheme), shall be deemed to have become employees of the Transferee Company, without any interruption of service and on the basis of continuity of service and on the same terms and conditions as those applicable to them with reference to the Transferor Company, on the Effective Date. The services of such employees with the Transferor Company up to the Effective Date shall be taken into account for the purposes of all benefits to which the said employees may be eligible, including for the purpose of payment of any retrenchment compensation, severance pay, gratuity and other terminal benefits. In these circumstances, the rights of such employees of the Transferor Company would in no way be affected by the Scheme.
7.	Debenture holders & Debenture Trustee	Not Applicable, as the Transferor Company does not have any outstanding debentures.

20. Disclosure about the effect of the Scheme on the material interests of directors and key managerial personnel of the First Applicant Company:

None of the Directors, Key Managerial Personnel of the Transferor Company have any interest, financial or otherwise in the Scheme except to the extent of their shareholding in the Transferor Company and Transferee Company.

As on the date of this notice, Mr. Anil Kumar Jain and Mr. Kamal Mitra, Directors hold 75 and 1 equity share of Rs. 10/ each of the Transferor Company respectively. Further, Mr. Ashok G. Halasangi, Chief Executive Officer, holds 1 equity share of Rs. 10/- of the Transferor Company. They will be allotted equity shares of face value of Rs. 2/- each of the Transferee Company in the share exchange ratio as defined in the scheme. None of the other Directors and KMP hold any equity shares of the Transferor Company as on the date of this notice. Further, as on date of this notice, Mr. Anil Kumar Jain and Mr. Mohit Jain, Directors of Transferee Company hold 18,67,555 (0.95%) and 6,92,850 (0.35%) equity shares of Rs. 2/- each of the Transferee Company, respectively.

Mr. Anil Kumar Jain and Mr. Kamal Mitra are common Directors in Transferor and Transferee Company. Further, Mr. K. Muralidharan and Mrs. Amruta Avasare are Chief Financial Officer and Company Secretary respectively in Transferor and Transferee Company. They shall cease to hold their respective offices from effective date in Transferor Company.

1. In compliance with the provisions of section 232(2)(c) of the Act, the Board of the First Applicant Company, has adopted a report, inter-alia, explaining the effect of the Scheme on their respective shareholders and key managerial personnel among others. A copy of the report adopted by the Board of the First Applicant Company is enclosed as ANNEXURE XVIII.
1. As on the date of this notice, no investigation proceedings are pending in relation to the First Applicant Company under Sections 235 to 251 of the Companies Act, 1956 or under Sections 206 to 229 (Chapter XIV) of the Companies Act,2013.

1. No winding-up petition (including under Section 433 read with Section 434 of the Companies Act, 1956) and/ or insolvency proceedings under the Insolvency and Bankruptcy Code, 2016 are pending against the First Applicant Company.
1. The audited financial statements for the year ended March 31, 2021 of First Applicant Company along with the auditor's report and the Unaudited Financial Results for the quarter ended June 30, 2021, of the First Applicant Company along with the Limited Review Report thereon issued by the Statutory Auditors are enclosed as ANNEXURE XV and ANNEXURE XVI, respectively.

DETAILS OF INDO COUNT INDUSTRIES LIMITED / SECOND APPLICANT COMPANY / TRANSFEREE COMPANY AS PER RULE 6(3) OF THE RULES

25. Details of Second Applicant Company:

Name of Second Applicant Company	Indo Count Industries Limited
Corporate IdentificationNo. (CIN)	L72200PN1988PLC068972
Permanent Account No. (PAN)	AAACI0866P
Incorporation Date	November 7, 1988
Type of Company & Name of stock exchanges in which equity shares of the Company are listed	Public Limited Company The equity shares of Second Applicant Company are listed on BSE Limited (Scrip Code: 521016) and National Stock Exchange of India Limited (NSE Symbol: ICIL)
Registered Office Address	Office No. 1, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Kolhapur - 416109 Maharashtra, India
Details of change of Name, Registered Office and Objects of the Company during the last five years	There has been no change in the name, Registered Office and/or the object clause of Second Applicant Company during the last 5 years.
Email address	[email protected]
Relationship with the parties to the Scheme	Second Applicant Company is the promoter & Holding Company of First Applicant Company and holds 74.53% of the equity share capital of First Applicant Company.

26. Summary of the main objects as per the memorandum of association of Second Applicant Company:

The main objects of Second Applicant Company, as set out under Clause III(A) of its memorandum of association, are as under:

1. To set up or acquire plant or plants and also to set up Rolling Mill for the Manufacture of Aluminium billets, ingots, aluminium extrusions of all kinds and sizes, rods, wires and all kinds of re-rolled sections such as flats, angles, squares, channels, strips steels, plants and also to manufacture, buy, sell, manipulate, import or export or otherwise deal in aluminium, brass, copper, lead, silver wires and parts of billets, wire bars or ingots by extrusion process or any other process.
1. To set up a plant-for drawing aluminium rods and wires of all sizes from aluminium ingots and to manufacture and fabricate the aluminium structurals and fittings and to deal in such products.
1. To carry on the business as manufacturers, processors, re-rollers, refiners, converters, producers, exporters, importers, traders, dealers, distributors, stockists, buyers, sellers, agents or merchants in all kinds and forms of nonferrous and ferrous metals,. ferro-alloys including aluminium, copper,. Brass and bronze and to manufacture extrusion and sections of various sizes and description ingots, billets, bars, joists, plates, pipes, sheets, wire, rails,

rolling materials, Insulated cables, conductors, codes and semi-manufactured and other materials made wholly or partly of aluminium, copper, brass, bronze, alloys and metals required in all use for industrial, defence, agriculture, transport, commercial, domestic, building, power transmission and/or construction purposes.

1. To carry on business as producers, importers, exporters, manufacturers, buyers, sellers, distributors, stockists, agents of aluminium, aluminia, copper, bauxite, nickel, zinc, .lead, brass, ferro-alloys and ferrous and lion-ferrous metals and to act as metal founders, manufacturers, agents, dealers or metals of all kinds.
1. To carry on the business as traders, dealers, wholesalers, retailers, importers, exporters, spinners, weavers, finishers, processors, printers, dyers and manufacturers of yarns and fabrics of cotton, wool, silk, rayon, nylon, terene, terelene, and other natural, synthetic and/or fibrous substances including polyesters, poly-acrylonitriate, poly vinyl, acetate, cashmilon, acrylic, fabrics, poly or polylene polymers, monimers, elastomers and resins of all types, grades and copolymer formulations and forms or as processed products and to carry on the business as droppers and dealers of furnishing fabrics in all its branches.
1. To manufacture, design, develop, rent out, buy, sell, repair, service, import, export, take on lease of otherwise deal in and render services through computers, computing systems, software systems, software material, instrumentations, medical electronics, communication and visual devices, telecommunication, television, video, video equipments, electronics and electrical products equipments and device and to act as consultants in the matter of manufacturing, mining, engineering, quality control and to carry on general research and development.
1. To carry on the business of providing, through the medium of high speed telecommunication, computer networking and satellite. services covering the Internet and intranet services, electronic and e-commerce services, information technology enables services, internet access devices and services, all kinds of data analyzing and processing services and services related to computer software and hardware development.
1. To Set up and run computer center / educational institution imparting education and /or training in computers, information technology, electronic and telecommunications.
1. To set up, operate and manage establishments carrying-on the business of entertainment and amusement activities.

27. Main business carried on by Second Applicant Company:

The Second Applicant Company is engaged in the business of manufacturing of home textiles and its products broadly falls under the categories of Bed Sheets, Quilts and Comforters.

28. Details of the capital structure of Second Applicant Company including authorized, issued, subscribed and paidup share capital:

Authorised Share Capital as on August 31, 2021	Amount (in Rs.)
27,50,00,000 shares of Rs. 2/- each	55,00,00,000
50,00,000 shares of Rs. 10/- each	5,00,00,000
Total	60,00,00,000
Issued, Subscribed and Paid-up Share Capital as on August 31, 2021
19,73,99,670 shares of Rs. 2/- each	39,47,99,340
Total	39,47,99,340

Subsequent to August 31, 2021, there has been no change in the authorised, issued, subscribed and paid-up share capital of Second Applicant Company.

The details regarding the pre-scheme shareholding pattern of Second Applicant Company as on September 30, 2020 and indicative shareholding pattern of the Second Applicant Company after the Scheme becomes effective is as under:

Sr. Description		Name of Shareholder	Pre- Amalgamation		Post – Amalgamation*
No.			No. of equity shares	% holding	No. of equity shares	% holding
(A)	Shareholding of Promoter and Promoter Group
1	Indian
		Gayatri Devi Jain	66,85,855	3.39	66,85,855	3.38
		Shikha Mohit Jain	52,48,825	2.66	52,48,825	2.65
		Neha Singhvi	22,79,130	1.15	22,79,137	1.15
	Individuals/ Hindu Undivided	Shivani Patodia	21,73,750	1.10	21,73,750	1.10
	Family	Anil Kumar Jain	18,67,555	0.95	18,67,565	0.94
		Mohit Anilkumar Jain	6,92,850	0.35	6,92,850	0.35
		Anil Kumar Jain HUF	75,000	0.04	75,000	0.04
		Sunita Jaipuria	20,000	0.01	20,000	0.01
(b)	Central Government/ State Government(s)	-	NIL	NIL	NIL	NIL
(c)	Bodies Corporate	-	NIL	NIL	NIL	NIL
(d)	Financial Institutions/ Banks	-	NIL	NIL	NIL	NIL
		Indocount Securities Limited	3,10,41,385	15.73	3,10,41,385	15.67
		Yarntex Exports Limited	23,12,500	1.17	23,12,500	1.17
(e)	Any Others	Margo Finance Limited	15,20,020	0.77	15,20,020	0.77
	(Bodies Corporates)	Slab Promoters Private Limited	3,08,325	0.16	3,08,325	0.16
		Rini Investment And Finance Private Limited	1,19,100	0.06	1,19,100	0.06
	Sub Total(A)(1)		5,43,44,295	27.53	5,43,44,312	27.44
2	Foreign
(a) Individuals (Non-Residents Individuals/		-	NIL	NIL	NIL	NIL
	Foreign Individuals)		NIL	NIL	NIL	NIL
(b)	Bodies Corporate	-	NIL	NIL	NIL	NIL
(c)	Institutions	-	NIL	NIL	NIL	NIL
(d)	Any Others (Bodies Corporates)	Sandridge Investments Limited	6,20,02,455	31.41	6,20,02,455	31.31
	Sub Total(A)(2)		6,20,02,455	31.41	6,20,02,455	31.31
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)		11,63,46,750	58.94	11,63,46,767	58.75
(B)	Public shareholding
1	Institutions
(a)	Mutual Funds/ UTI	-	1,07,000	0.05	1,07,000	0.05
(b)	FPI	-	1,69,98,096	8.61	1,69,98,096	8.58
(c)	Financial Institutions / Banks	-	43,720	0.02	43,720	0.02
(d)	Central Government/ State Government(s)	-	NIL	NIL	NIL	NIL
(e)	Venture Capital Funds	-	NIL	NIL	NIL	NIL
(f)	Insurance Companies	-	NIL	NIL	NIL	NIL
(g)	Foreign Institutional Investors	-	NIL	NIL	NIL	NIL
(h)	Foreign Venture Capital Investors	-	NIL	NIL	NIL	NIL
(i)	Any Other	-	NIL	NIL	NIL	NIL
	Sub-Total (B)(1)		1,71,48,816	8.69	1,71,48,816	8.66

Sr.	Description	Name of Shareholder	Pre- Amalgamation		Post – Amalgamation*
No.			No. of equity shares	% holding	No. of equity shares	% holding
2	Non-institutions
(a)	Individuals	-
I	Individual shareholders holding nominal share capital up to Rs 2 lakh	-	2,75,29,835	13.95	2,76,36,177	13.95
II	Individual shareholders holding nominal share capital in excess of Rs. 2 lakh.	-	1,40,41,486	7.11	1,42,53,543	7.20
(b)	Any Other (Foreign Nationals, HUF, Non-Resident Indian (NRI), Clearing Members, Bodies Corporate)	-	2,23,32,783	11.31	2,26,67,700	11.45
	Sub-Total (B)(2)		6,39,04,104	32.37	6,45,57,420	32.60
(B)	Total Public Shareholding (B)= (B)(1)+(B)(2)		8,10,52,920	41.06	8,17,06,236	41.25
	TOTAL (A)+(B)		19,73,99,670	100.00	19,80,53,003	100.00
(C)	Shares held by Custodians and against which DRs have been issued	-	-	-	-	-
	GRAND TOTAL (A)+(B)+(C)		19,73,99,670	100.00	19,80,53,003	100.00

* Proposed post-amalgamation shareholding of transferee Company. However, it may vary due to fractional entitlement treatment, mentioned in the scheme

29. Names of the promoters & promoter group of Second Applicant Company as on August 31, 2021 along with their add

Sr. No.	Name of the Promoter & Promoter Group	Address
1.	Mrs. Gayatri Devi Jain	Frh -5, Grand Paradi Apt, A. K. Marg, Kemps Corner, Near Shalimar Hotel, August Kranti Marg, Mumbai 400 036
2.	Mrs. Shikha Mohit Jain	Frh -5, Grand Paradi Apt, A. K. Marg, Kemps Corner, Near Shalimar Hotel, August Kranti Marg, Mumbai 400 036
3.	Mrs. Neha Singhvi	House No 227, East of Kailash, Phase-1 ,South Delhi 110 065
4.	Mrs. Shivani Patodia	Frh -5, Grand Paradi Apt, A. K. Marg, Kemps Corner, Near Shalimar Hotel, August Kranti Marg, Mumbai 400 036
5.	Mr. Anil Kumar Jain	Frh -5, Grand Paradi Apt, A. K. Marg, Kemps Corner, Near Shalimar Hotel, August Kranti Marg, Mumbai 400 036
6.	Mr. Mohit Anilkumar Jain	Frh -5, Grand Paradi Apt, A. K. Marg, Kemps Corner, Near Shalimar Hotel, August Kranti Marg, Mumbai 400 036
7.	Anil Kumar Jain (HUF)	1101, Arcadia, Nariman Point, Mumbai 400 021
8.	Mrs. Sunita Jaipuria	A 9/24, Vasant Vihar, New Delhi 110 057
9.	Indocount Securities Limited	1101, Arcadia, Nariman Point, Mumbai 400 021
10.	Yarntex Exports Limited	301, 3rd Floor, Arcadia, Nariman Point, Mumbai 400 021
11.	Margo Finance Limited	Office No. 3, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Kolhapur - 416 109 Maharashtra,
12.	Slab Promoters Private Limited	1101, Arcadia, Nariman Point, Mumbai 400 021
13.		Rini Investment and Finance Private Limited 1101, Arcadia, Nariman Point, Mumbai 400 021
14.	Sandridge Investments Limited	6/ 7th Floor, Dias Pier Building, Le Caudan Waterfront Caudan Port Louis Mauritius Pin 11307

30. Names of the directors of Second Applicant Company as on August 31, 2021 along with their addresses:

Sr. No.	Name	Category	Address
1.	Mr. Anil Kumar Jain	Executive Chairman	FRH -5, Grand Paradi Apt, A. K. Marg, Kemps Corner, Near Shalimar Hotel, August Kranti Marg, Mumbai – 400 036
2.	Mr. Mohit Anilkumar Jain	Executive Vice Chairman	FRH -5, Grand Paradi Apt, A. K. Marg, Kemps Corner, Near Shalimar Hotel, August Kranti Marg, Mumbai – 400 036
3.	Mr. Kailash R Lalpuria	Executive Director & CEO	D – 901, Lakshachandi Apartment, Krishna Vatika Marg, Near Gokuldham Temple, Gokuldham, Goregaon (East), Mumbai – 400 063
4.	Mr. Kamal Mitra	Director (Works)	House No. D -1, R. S. No. 177, Hari Puja Puram, E ward, Nagala Park, Karvir, Kolhapur, Maharashtra – 416003
5.	Mr. Dilip J Thakkar	Independent Director	12/22, Acropolis – B, Little Gibbs Road, Malabar Hill, Mumbai – 400 006
6.	Mr. Prem Malik	Independent Director	1201, Lok Nirman Apartment, A – 2, Dr. Ambedkar Road, Khar (W), Mumbai – 400 052
7.	Dr(Mrs.) Vaijayanti Pandit	Independent Director	B-9, Taj Building, 30, August Kranti Marg, Near Sripati Arcade – Nana Chowk, Mumbai – 400 036
8.	Mr. Sushil Kumar Jiwarajka	Independent Director	33-34, Suraj CHS, 71 Bhulabhai desai Road, Breach Candy, Cumballa Hill, Mumbai – 400 026
9.	Mr. Sanjay Kumar Panda	Independent Director	515, Ward No – 3, Sidheswar Sahi, Cuttack Sadar, Tulasipur, Cuttack, Odisha – 753008
	10. Mr. Siddharth Mehta	Independent Director	4, Matruchhaya, 70 Marine Drive, Marine Lines, Mumbai – 400 020

31. The date of the board meeting at which the Scheme was approved by the Board of Second Applicant Company including the names of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

The Scheme was approved by the Board of Directors of the Second Applicant Company on October 21, 2020. All Directors were present at the meeting and voted unanimously in favour of the scheme. The details of voting on the resolution are as under:

Sr.	Names of the Directors	Votes In Favour/ against/ abstained
No.
1.	Mr. Anil Kumar Jain	In favour
2.	Mr. Mohit Anilkumar Jain	In favour
3.	Mr. Kailash R Lalpuria	In favour
4.	Mr. Kamal Mitra	In favour
5.	Mr. Dilip J Thakkar	In favour
6.	Mr. Prem Malik	In favour
7.	Dr.(Mrs). Vaijayanti Pandit	In favour
8.	Mr. Sushil Kumar Jiwarajka	In favour
9.	Dr. Sanjay Kumar Panda	In favour
10.	Mr. Siddharth Mehta	In favour

32. Aggregate amount due to secured creditors & unsecured creditors:

As on December 31, 2020, the aggregate amount due to the Secured creditors and to the unsecured creditors of the Second Applicant Company is Rs.374,86,30,407/- (Three Hundred and Seventy Four Crore Eighty Six Lakh Thirty Thousand Four Hundred and Seven Rupees Only) and Rs. 223,52,92,851/- (Two Hundred and Twenty Three Crore Fifty Two Lakh Ninety Two Thousand Eight Hundred and Fifty One Rupees Only) respectively.

33. Disclosure about effect of the Scheme on material interests of directors, key managerial personnel, debenture trustee and other stakeholders of Second Applicant Company:

Sr. No.	Category of Stakeholder	Effect of the Scheme on Stakeholders
1.	Shareholders	(a) As consideration for the amalgamation of Pranavaditya Spinning Mills Limited (Transferor Company) with Indo Count Industries Limited (Transferee Company), the Transferee Company shall, without any further act or deed and without receipt of any cash, issue and allot to the shareholders of Transferor Company as on the Record Date (as defined in the Scheme), 2 equity shares of Rs. 2/- each of the Transferee Company for every 15 equity shares of Rs. 10/- each of Transferee Company ("Share Exchange Ratio").
		(b) Simultaneous with the amalgamation of Transferor Company with the Transferee Company, the shareholding of Transferor Company in the Transferee Company shall stand cancelled.
2.	Promoters	Due to allotment of equity shares by the Transferee Company in the aforesaid share exchange ratio, the overall shareholding percentage of promoter/ Promoter Group of the Transferee Company will get diluted by ~ 0.19%.
3.	Non-Promoter Shareholders	Upon the scheme becoming effective, the Transferee Company will issue equity shares to the shareholders of Transferor Company as on Record Date in the following share exchange ratio:
		"2 (Two) fully paid up equity shares of face value Re. 2/- each of Transferee Company to the equity shareholders of Transferor Company as on Record Date, for every 15 (Fifteen) fully paid up equity shares of Rs. 10/- each held by them in Transferor Company."
		The equity shares of the Transferee Company which will be issued & allotted to the Shareholders of Transferor Company shall be listed on BSE Limited and the National Stock Exchange of India Limited and shall rank pari passu in all respects with the existing equity shares of the Transferee Company.
		Due to aforesaid allotment, the total public shareholding of the Transferee Company will increase by ~ 0.19%. This will in turn increase the trading stock of the equity shares of the Transferee Company.
4.	Directors / Key Managerial Personnel ("KMPs")	There is no effect of the scheme on the KMPs (Directors, Chief Financial Officer and Company Secretary) of the Transferee Company. All KMPs shall continue to hold their respective positions in the Transferee Company. Further, as Transferor Company will get dissolved, any KMP holding directorship/ KMP positions in Transferor Company shall cease to hold those respective positions. Any KMPs holding equity shares in Transferor Company, as on record date, will receive the shares of Transferee Company as per the aforementioned share exchange ratio.
5.	Creditors	The Scheme does not involve any compromise or arrangement with the creditors of the Transferee Company. The liability of the Transferee Company towards its creditors is neither being reduced nor being extinguished under the Scheme and the Scheme is therefore not prejudicial to the interests of the creditors of the Transferee Company
6.	Depositors/ Deposit Trustee	Not applicable as Transferee Company does not have any public deposits.
7.	Debenture/ Debenture Holders	Not applicable as Transferee Company does not have any Debentures.
8.	Employees	There is no effect of the scheme on the employees of Transferee Company. The rights of the employees of Transferee Company are not affected by the scheme.

34. Disclosure about the effect of the Scheme on the material interests of directors and key managerial personnel of Second Applicant Company:

None of the Directors, Key Managerial Personnel of the Transferee Company have any interest, financial or otherwise in the Scheme except to the extent of their shareholding in the Transferor Company and Transferee Company.

As on date of this notice, Mr. Anil Kumar Jain and Mr. Mohit Jain, Directors hold 18,67,555 (0.95%) and 6,92,850 (0.35%) equity shares of Rs. 2/- each of the Transferee Company, respectively. None of the other Directors and KMP hold any equity shares of the Transferee Company as on the date of this notice. Further, Mr. Anil Kumar Jain and Mr. Kamal Mitra, Directors hold 75 and 1 equity share of Rs. 10/- each of the Transferor Company respectively and will be allotted equity shares of face value of Rs 2/- each of the Transferee Company in the share exchange ratio as defined in the scheme.

1. In compliance with the provisions of section 232(2)(c) of the Act, the Board of the Second Applicant Company, has adopted a report, inter-alia, explaining the effect of the Scheme on their respective shareholders and key managerial personnel among others. A copy of the report adopted by the Board of the Second Applicant Company is enclosed as ANNEXURE XVII
1. As on the date of notice, no investigation proceedings are pending in relation to the Second Applicant Company under Sections 235 to 251 of the Companies Act, 1956 or under Sections 206 to 229 (Chapter XIV) of the Act.
1. No winding-up petition (including under Section 433 read with Section 434 of the Companies Act, 1956) and/ or insolvency proceedings under the Insolvency and Bankruptcy Code, 2016 are pending against the Second Applicant Company.
1. The audited financial statements for the year ended March 31, 2021 of Second Applicant Company along with the auditors report and the Unaudited Financial Results for the quarter ended June 30, 2021, of the Second Applicant Company along with the Limited Review Report thereon issued by the Statutory Auditors are enclosed as ANNEXURE XIII and ANNEXURE XIV, respectively.
1. Relationship between the Parties to the Scheme : As on date of this notice, Pranavaditya Spinning Mills Limited (First Applicant Company) is a subsidiary of Indo Count Industries Limited (Second Applicant Company). Indo Count Industries Limited holds 74.53% paid up equity share capital in Pranavaditya Spinning Mills Limited.
1. Relevant Extracts of Rationale of the Scheme and the benefits of the Scheme as perceived by the Board of Directors of the respective Companies: Clause II of the Scheme (i.e. Rationale for the Scheme) is as under.

"The Transferor Company, listed on BSE Limited and the Transferee Company, listed on BSE Limited and National Stock Exchange of India Limited, both are a part of the same group. Further, the Transferor Company is a subsidiary of the Transferee Company wherein the Transferee Company holds majority shareholding in the Transferor Company. The main business of PSML has been manufacturing of cotton yarn and it has a huge freehold land of ~ 34 acres at Plot No 2, Village Alte, Tal. Hatkanangale, Dist. Kolhapur (near textile hub Ichalkaranji) and ~ 20000 spindle capacity for spinning. The land, machinery, infrastructure and all other resources available with the Transferor Company can be utilized in cost effective and efficient manner to carry out Transferee Company's business expansion. The Transferor and Transferee's industrial units are situated within a distance of ~ 40 kilometers. Hence, it is proposed to amalgamate Transferor Company into the Transferee Company in this Scheme. Further, the Amalgamation of the Transferor Company into the Transferee Company would inter alia have the following benefits:

a. Consolidation of the Transferor Company and the Transferee Company will achieve simplified corporate structure, rationalise the number of listed entities and result in a single listed entity with combined businesses.
b. Provide an opportunity to leverage combined assets and build a stronger sustainable business. Specifically, it will also enable optimal utilization of existing resources which are in excess of the current business requirements of the Transferor Company and provide an opportunity to fully leverage assets, capacities, experience and infrastructure of the Transferor Company and Transferee Company.

c. Reducing managerial overlaps involved in operating multiple entities, enable cost savings and effective utilization of valuable resources which will enhance the management focus thereby leading to increase in operational and management efficiency; integrate business functions; eliminate duplication and rationalization of administrative expenses.
d. Synchronization of efforts to achieve uniform corporate policy, greater integration and greater financial strength and flexibility for the Transferee Company.
e. Better value creation for the shareholders of both the companies enabling the public shareholders to hold shares of the combined listed entity.
f. Upon completion of the amalgamation, the Transferor Company will be dissolved. Consequently, there would be lesser regulatory and legal compliance obligations including accounting, reporting requirements, statutory and internal audit compliance requirements, tax filings, company law compliances, Stock Exchange compliances etc. and therefore reduction in administrative costs.

The intended Scheme is not prejudicial to the interest of the creditors or the employees of the Transferor Company and the Transferee Company."

Appointed Date, Effective Date, Record Date and Share Exchange Ratio and Other Considerations:

Clause 1(d) of Part A of the Scheme defines "Appointed Date" as "1st October 2020 or such other date as may be approved by the Hon'ble National Company Law Tribunal ('NCLT')".

41. Salient Features of the Scheme:

DEFINITIONS

Part A of the Scheme

1(d) "Appointed Date" means 1st October 2020 or such other date as may be approved by the Hon'ble National Company Law Tribunal ('NCLT').

1(f) "Effective Date" means the last of the dates on which the certified copies of the Order of NCLT, Mumbai bench under Sections 230 & 232 of the Act sanctioning the Scheme is filed with the Registrar of Companies, Pune, at Maharashtra by the Transferor Company and Transferee Company;

1(k) "Record Date" means such date as may be mutually fixed by the Board of Directors of the Transferor Company and the Transferee Company for determining the names of the shareholders of the Transferor Company to whom equity shares of the Transferee Company will be allotted pursuant to the Scheme;

1(s) "Transferor Company" shall have the meaning assigned to it in Point 1 of Clause I of the Preamble of this Scheme and shall include but not be limited to:

(i) all assets, whether moveable or immoveable, plant and machinery, equipment, stocks and inventory including all rights, title, interest, claims, covenants in such assets of the Transferor Company;

(ii) all investments, receivables, loans and advances extended (including CENVAT credit or other tax assets), including accrued interest thereon of the Transferor Company;
(iii) all debts, borrowings and liabilities, whether present or future, secured or unsecured, availed by the Transferor Company;
(iv) all permits, rights, entitlements, licenses, approvals, grants, allotments, recommendations, clearances, tenancies, offices, tax deferrals and benefits, subsidies, concessions, refund of any tax, duty, cess or any excess payment (including all amounts claimed as refund, whether or not so recorded in the books of accounts), tax credits (including, but not limited to, credits in respect of income tax, tax deducted at source, CENVAT, sales tax, value added tax, turnover tax, excise duty, service tax, minimum alternate tax, goods and service tax etc.) of every kind and description whatsoever of the Transferor Company;
(v) rights to any claim not preferred or made by the Transferor Company in respect of any refund of tax, duty, cess or other charge, including any erroneous or excess payment thereof made by the Transferor Company and any interest thereon, under Applicable Law, and in respect of set-off, carry forward of un-absorbed losses, deferred revenue expenditure, deduction, exemption, rebate, allowance, amortization benefit, etc. whether under the IT Act, the rules and regulations thereunder, or any other Applicable Law, or any other or like benefits under the said acts or under and in accordance with any Applicable Law or act, whether in India or anywhere outside India;
(vi) all Intangible Assets of every kind and description whatsoever of the Transferor Company;
(vii) all privileges and benefits of, or under, all contracts, agreements or arrangements of any kind, and all other rights including lease rights, licenses and facilities of every kind and description whatsoever of the Transferor Company;
(viii) all employees of the Transferor Company existing as on the Effective Date;
(ix) all advance payments, earnest monies and/or security deposits or other entitlements of the Transferor Company;
(x) all legal, tax, regulatory, quasi-judicial, administrative or other proceedings, suits, appeals, applications or proceedings of whatsoever nature initiated by or against the Transferor Company; and
(xi) all books, records, files, papers, computer programs, engineering and process information, manuals, data, production methodologies, production plans, catalogues, quotations, websites, sales and advertising material, marketing strategies, list of present and former customers, customer credit information, customer pricing information, and other records whether in physical form or electronic form or in any other form, in connection with or relating to the Transferor Company;

Capitalised terms used herein but not defined shall have the meaning assigned to them in the draft of the Scheme enclosed as Annexure I.

CONSIDERATION FOR AMALGAMATION (Part B clause 6.2)

"Upon this Scheme becoming effective, in consideration of the amalgamation of the Transferor Company, Transferee Company shall without any further application or deed, issue and allot its equity shares at par credited as fully paid up, as per the swap-ratio provided by the valuation report of the registered valuer and valuation report of chartered accountants and the fairness opinion dated provided by merchant banker, to the members of Transferor Company, holding equity shares in Transferor Company and whose names appear in the Register of Members/Depository Participant on the Record Date or to such of their respective heirs, executors, administrators or other legal representative or other successors in title as may be recognized by the respective Board of Directors in the following manner:

2 (Two) fully paid Equity Shares of face value of INR 2/- each of Transferee Company shall be issued and allotted for every 15 (Fifteen) Equity shares of face value of INR 10/- each held in Transferor Company"

CANCELLATION OF EQUITY SHARES (Part B clause 6.7)

"Upon the Scheme being effective and on allotment of new shares by the Transferee Company, the shares held in Transferor Company by the Transferee Company shall stand automatically cancelled without any further act or deed.

Further, it is clarified that no shares will be issued for the shares that are held by the Transferee Company in Transferor Company."

AMENDMENT TO MEMORANDUM OF ASSOCIATION OF THE SECOND APPLICANT COMPANY

Part B Clause 8.4

"It is hereby clarified that for the purposes of this Clause 8 of this Scheme, the consent of the shareholders of the Transferor Company and the Transferee Company to this Scheme shall be deemed to be sufficient for the purposes of effecting the above amendment to the Memorandum of Association of the Transferee Company and no further resolution under Section 13 of the Act and/or any other applicable provisions of the Companies Act and rules and regulations framed thereunder would be required to be separately passed, nor shall the Transferee Company be required to pay any additional registration fees, stamp duty, etc."

LISTING OF NEW SHARES

Part B Clause 6.8

"The new shares to be issued and allotted by the Transferee Company in terms of Clause 6 of this Scheme shall be listed and shall be admitted for trading on the Stock Exchanges. The Transferee Company shall make all requisite applications and shall otherwise comply with the provisions of Applicable Laws, including, as applicable, the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the SEBI Circulars. The Equity Shares allotted pursuant to this Scheme shall remain frozen in the depositories system till relevant directions in relation to listing/trading are provided by the Stock Exchanges."

ACCOUNTING TREATMENT

Part B Clause 7

7.1 The Amalgamation of the Transferor Company with the Transferee Company shall be accounted for in the books of account of the Transferee Company in accordance with 'Pooling of Interest Method' of accounting as per Indian Accounting Standard (Ind AS) 103 (Business Combination) prescribed under Section 133 of the Companies Act, 2013, which is applicable to the Company since this is a common control business combination as follows:
7.2 All the assets, liabilities and reserves in the books of the Transferor Company shall stand transferred to and vested in the Transferee Company pursuant to the scheme and shall be recorded by the Transferee Company at their carrying amounts as appearing in the books of Transferor Company, on the Appointed Date.
7.3 The Transferee Company shall credit to its share capital account, the aggregate face value of the new shares issued by it pursuant to Clause 6 of this Scheme.
7.4 The carrying amount of investments in the equity shares of the Transferor Company to the extent held by Transferee Company, shall stand cancelled and there shall be no further obligation in that behalf.
7.5 Upon the scheme coming into effect, the surplus /deficit, if any of the net value of assets, liabilities and reserves of the Transferor Company acquired and recorded by the Transferee Company in terms of clause 7.2 over the sum of (a) the face value of the new shares on Amalgamation issued and allotted pursuant to clause 6; and (b) the value of investments cancelled pursuant to Clause 7.4, shall be adjusted in "Capital Reserve Account" in the financial statements of the Transferee Company.
7.6 Any inter-company balance(s) and inter-company investments, debts, borrowings (secured or unsecured), if any between the Transferor Company and the Transferee Company shall stand cancelled and corresponding effect shall be given in the books of account and the records of Transferee Company for the reduction of any assets or liabilities, as the case may be. There would be no accrual of interest or other charges and there shall be no obligation/ outstanding in that behalf in respect of any such intercompany loans, debt, securities or balances with effect from the Appointed Date.

7.7 In case of any difference in any of the accounting policies between the Transferor Company and the Transferee Company, the impact of the same in the merger by absorption will be quantified and adjusted in the Capital Reserves of the Transferee Company to ensure that the financial statements of the Transferee Company reflect the true financial position on the basis of consistent accounting policies.
7.8 Upon the Scheme coming into effect, the accounts of the Transferee Company, as on the Appointed Date shall be reconstructed with the terms of this Scheme.
7.9 The balance of the retained earnings appearing in the financial statements of the Transferor Company shall be aggregated with the corresponding balance appearing in the financial statements of the Transferee Company.
7.10 The identity of the reserves shall be preserved and shall appear in the financial statements of the Transferee Company in the same form in which they appeared in the financial statements of the Transferor Company.

CONDITIONALITY OF THIS SCHEME

Part C Clause 15

This Scheme is conditional upon and subject to:

a) The requisite consent, approval or permission from the Stock Exchanges under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which by law or otherwise may be necessary for implementation of the Scheme in compliance with. the provisions of SEBI Circular;
b) Securities and Exchange Board of India and the Stock Exchanges approving this Scheme and the other transactions contemplated in this Scheme.
c) Approval of the requisite majority of the shareholders of the Transferor Company and Transferee Company to the Scheme and the requisite orders of the NCLT sanctioning the Scheme in exercise of the powers vested in it under the Act;
d) Approval of public shareholders of the Transferor and Transferee Company through e-voting in terms of Para 9 of Annexure I of the SEBI Circular dated 10th March 2017, provided that the same shall be acted upon only if the votes cast by the public shareholders in favour of the Scheme are more than the number of votes cast by them against the Scheme; and
e) such other sanctions and approvals including sanctions of any government or regulatory authority as may be required by law in respect of the Scheme and the certified copies of the NCLT order sanctioning the Scheme being filed with ROC.

Comments via observation letters dated March 25, 2021 & March 26, 2021 issued by Stock Exchanges:

Clause 24

Pursuant to the observation letters dated March 25, 2021 issued by BSE Limited to Transferor Company and March 25, 2021 & March 26, 2021 issued by BSE Limited and National Stock Exchange of India Limited, respectively to the Transferee Company, following information and facts on methods of valuation are provided below:

i. In case of ICIL only one method of valuation i.e. Market Approach has been used because its shares are frequently traded onStockExchanges, and market price reflects significant multiple of book value. Therefore, it was inappropriate to consider cost and income approach in case of ICIL. Further, ICIL is a listed Company and information related to the future profit and loss account, balance sheet and cash flows is price sensitive and hence was not provided to the valuer.
ii. Two Methods of Valuation i.e. Cost and Market Approach have been used for PSML and Income approach method has not been used as PSML is a listed Company and information related to the future profit and loss account, balance

sheet and cash flows is price sensitive and hence was not provided to the valuer. Further, PSML's production was stopped at the time of appointed date."

THE FEATURES SET OUT ABOVE BEING ONLY THE SALIENT FEATURES OF THE SCHEME, THE EQUITY SHAREHOLDERS ARE REQUESTED TO READ THE ENTIRE TEXT OF THE SCHEME (ANNEXED HEREWITH) TO GET FULLY ACQUAINTED WITH THE PROVISIONS THEREOF AND THE RATIONALE OF THE SCHEME.

42. Summary of the Valuation Reports including basis of valuation and the Fairness Opinion:

A Valuation report dated October 21, 2020 was issued by Mr. Amit Kumar Singh, Registered Valuer and AZR & Associates, Independent Chartered Accountants recommending the Share Exchange Ratio to the First Applicant Company and Second Applicant Company ("Valuation Reports"). Copies of the said Valuation Reports are enclosed herewith as Annexure III and IV. The information and facts on methods of valuation are also mentioned above (Clause 24 of the Scheme).

In terms of the SEBI Circular, Ernst & Young Merchant Banking Services LLP, a Category-I Merchant Banker submitted to the Board of Directors of the Second Applicant Company, fairness opinion, certifying that the Share Exchange Ratio provided in the Valuation Reports is fair and reasonable. Copy of the said fairness opinion is enclosed herewith as Annexure V.

Further, In terms of the SEBI Circular, Saffron Capital Advisors Private Limited, a Category-I Merchant Banker submitted to the Board of Directors of the First Applicant Company, fairness opinion, certifying that the Share Exchange Ratio provided in the Valuation Reports is fair and reasonable. Copy of the said fairness opinion is enclosed herewith as Annexure VI.

Details of capital or debt restructuring, if any: Upon the Amalgamation becoming effective on Effective Date, the authorised Share Capital of the First Applicant Company to the extent of Rs. 19,27,00,000 divided into 1,92,70,000 Equity Shares of Re. 10 each shall stand transferred/ added to and be merged with the authorised Share Capital of the Second Applicant Company, without any liability for payment of any additional fees or stamp duty. Thus, the authorized capital of the Second Applicant Company shall stand increased to Rs. 79,27,00,000 divided into 37,13,50,000 equity shares of Re. 2 each and 50,00,000 Preference shares of Rs.10 each. The Memorandum of Association of the Second Applicant Company shall be amended to reflect the same as an effect of the Scheme.

The scheme does not involve any debt restructuring.

44. Details of approvals, sanctions or no-objection(s), if any, from regulatory or any other governmental authorities required, received or pending for the proposed Scheme:

(a) The equity shares of the First Applicant Company are listed on BSE Limited ("BSE"). The BSE was appointed as the designated stock exchange by the First Applicant Company for the purpose of coordinating with SEBI, pursuant to the SEBI Circular. The First Applicant Company has received an observation letter dated March 25, 2021 from BSE wherein the Stock Exchange has granted its no objection to filing the Scheme with the Hon'ble Tribunal. The said observation letter issued by the BSE is enclosed as ANNEXURE XII.
(b) The equity shares of the Second Applicant Company are listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") (collectively, the" Stock Exchanges"). The BSE was appointed as the designated stock exchange by the Second Applicant Company for the purpose of coordinating with SEBI, pursuant to the SEBI Circular. The Second Applicant Company has received an observation letter dated March 25, 2021 from BSE and an observation letter dated March 26, 2021 from NSE wherein the Stock Exchanges have granted their no objection to filing the Scheme with the Hon'ble Tribunal. The said observation letters issued by BSE and NSE are enclosed as ANNEXURE X and ANNEXURE XI, respectively.
(c) As required by the SEBI Circular, the First Applicant Company has filed its Complaints Report with BSE on December 14, 2020. The Complaint Report filed by the First Applicant Company indicates that it has received 'Nil' complaints. Copy of the Complaints Report is enclosed as ANNEXURE IX.

(d) As required by the SEBI Circular, the Second Applicant Company has filed its Complaints Report with BSE and NSE, on December 14, 2020 and December 15, 2020 respectively. The Complaint Reports filed by the Second Applicant Company indicates that it has received 'Nil' complaints. Copies of the Complaints Report are enclosed as ANNEXURE VII and ANNEXURE VIII respectively.
(e) Notice under Section 230(5) of the Act is being given to/filed with (i) the Central Government through the office of jurisdictional Regional Director with respect to both Companies, (ii) jurisdictional Registrar of Companies with respect to both Companies, (iii) Income Tax Authorities in respect of both Companies, (iv) BSE with respect to both Companies, (v) NSE with respect to Second Applicant Company, (vi) SEBI with respect to both Companies, and (vi) Official Liquidator, High Court, Bombay with respect of the First Applicant Company for their representation/approval to the Scheme.
(f) The application and scheme was filed with the Hon'ble Tribunal, on June 10, 2021. Consequently, the Hon'ble Tribunal vide order dated August 18, 2021, has directed, inter alia, the convening of the Meeting of equity shareholders of the First and Second Applicant Company.
(g) On the Scheme being approved by the requisite majority of the shareholders of the respective companies involved in the Scheme as per the requirement of Section 230 of the Act, both the Companies will file petitions with the Hon'ble Tribunal for sanction of the Scheme.
(h) The First and Second Applicant Company have filed a copy of the Scheme with the Registrar of Companies, Pune, pursuant to Section 232(2)(b) of the Act in GNL-1.
1. Inspection of Documents: Copies of the following documents will be open for inspection to the equity shareholders of the Company on its website www.indocount.com and also at its registered office situated at Office No. 1, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Kolhapur - 416109 Maharashtra, on all days except Saturday, Sunday and public holidays between 11:00 A.M. to 1:00 P.M. up to the date of the Meeting:
a. Scheme of Amalgamation (by way of merger by Absorption) of Pranavaditya Spinning Mills Limited ("Transferor Company") with Indo Count Industries Limited ("Transferee Company"/ "The Company") and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013 ("Scheme").
b. Order dated August 18, 2021 passed by Hon'ble National Company Law Tribunal, Mumbai Bench in Company Application No. CA(CAA)/143/MB/2021.
c. Valuation report on recommendation of share exchange ratio dated October 21, 2020 issued by Mr. Amit Kumar Singh, Registered Valuer and AZR & Associates, Independent Chartered Accountants.
d. Fairness Opinion dated October 21, 2020 issued on share exchange ratio to Indo Count Industries Limited by Ernst & Young Merchant Banking Services LLP, a Category-I Merchant Banker, registered with the Securities and Exchange Board of India.
e. Fairness Opinion dated October 21, 2020 issued on share exchange ratio to Pranavaditya Spinning Mills Limited by Saffron Capital Advisors Private Limited, a Category –I Merchant Banker, registered with the Securities and Exchange Board of India.
f. Complaints Report dated December 14, 2020 filed by Indo Count Industries Limited with BSE Limited.
g. Complaints Report dated December 15, 2020 filed by Indo Count Industries Limited with National Stock Exchange of India Limited.
h. Complaints Report dated December 14, 2020 filed by Pranavaditya Spinning Mills Limited with BSE Limited.
i. Observation letter dated March 25, 2021 conveying no objection to the scheme issued by BSE Limited to Indo Count Industries Limited.

j. Observation letter dated March 26, 2021 conveying No-objection to the scheme issued by National Stock Exchange of India Limited to Indo Count Industries Limited.
k. Observation letter dated March 25, 2021 conveying No-objection to the scheme issued by BSE Limited to Pranavaditya Spinning Mills Limited.
l. Audited Financial Statements (Standalone & Consolidated) along with Auditor's Report of Indo Count Industries Limited for the year ended March 31, 2021.
m. Unaudited Financial Results of Indo Count Industries Limited for the quarter ended June 30, 2021 along with the Limited Review Report issued by Statutory Auditors.
n. Audited Standalone Financial Statements along with Auditor's Report of Pranavaditya Spinning Mills Limited for the year ended March 31, 2021.
o. Unaudited Financial Results of Pranavaditya Spinning Mills Limited for the quarter ended June 30, 2021 along with the Limited Review Report issued by Statutory Auditors
p. Report of the Audit Committee of Indo Count Industries Limited dated October 21, 2020 recommending the Scheme to the Board.
q. Report of the Audit Committee of Pranavaditya Spinning Mills Limited dated October 21, 2020 recommending the Scheme to the Board.
r. Report adopted by the Board of Directors of Indo Count Industries Limited, as required under Section 232(2)(c) of the Companies Act, 2013.
s. Report adopted by the Board of Directors of Pranavaditya Spinning Mills Limited, as required under Section 232(2)(c) of the Companies Act, 2013.
t. Pre-Scheme and estimated post-Scheme shareholding pattern of Indo Count Industries Limited.
u. Pre-Scheme shareholding pattern of Pranavaditya Spinning Mills Limited.
v. Board Resolution dated October 21, 2020 passed by Board of Directors of Indo Count Industries Limited.
w. Board Resolution dated October 21, 2020 passed by Board of Directors of Pranavaditya Spinning Mills Limited.
x. Statutory Auditor's certificate dated October 21, 2020 issued by M/s. Suresh Kumar Mittal & Co., Statutory Auditors to Indo Count Industries Limited confirming that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013.

Dated this October 5, 2021 For Indo Count Industries Limited

Sd/- Mr. Kailash R. Lalpuria DIN: 00059758 (Chairperson appointed for the meeting)

SCHEME OF AMALGAMATION (By way of Merger by Absorption)

PRANAVADITYA SPINNING MILLS LIMITED

TRANSFEROR COMPANY

INDO COUNT INDUSTRIES LIMITED

WITH TRANSFEREE COMPANY

AND

$\cdots$

THEIR RESPECTIVE SHAREHOLDERS UNDER SECTIONS 230 TO 232 READ WITH OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES FRAMED THEREUNDER

("The Scheme")

Certified True Copy
For Pranayaditya Sp waditya Spinning Mills Limited

Authorised Signatory

Certified True Copy
For Indocebunt Industries Limited

Authorised Signatory

$\mathbbm{1}$

PREM1BLE

I. BACKGROUND AND DESCRIPTION OF COMPANIES

1. PrAn~yaditya Spinning ,.filts Umitcd (hereinafter referred to as the "Transferor Company" or "~SML") is a public company, limited by shares, incorporated under the Companies Act, 1956, under corporate identification number (CIN) L17119PN1990PLC058139 and having its "'!:iste"'" office at Office No.2, Plot No. 266, Village Alte. Kumbhoj Road, Taluka Hatk.nang.le, Kolhapur - 416109. Maharashtra, India. The Transferor Company was incorporated on 12lf1tSeptember, 1990. The equity shares of the-Transferor Company are listed on the SSE: Limited. The Transferor Company is a subsidiary of the Transferee Company. The Transferor Company is authorised to carry on, inter alia, the business of manufacturing of conon yarn.
1. Indo Count Industries Limited (here-inafter referred to as tbe "Transferee Company" or "ICIL') is a public company, Limited byshares, incorporated under the Indian Companies ACt, 1956, under corporate identification number (CIN) L7Z200PNI988PLC068972 and having its registered office at Office No. I, Plot No. 266, Village Alte, Kumbhoj Roed, TaJuka Hatkanangale, Kolh.pur - 416109 Maharoshtra. India. The Transferee Company was incorporated on" November 1988 as Vishnu Aluminium Limited and subsequently. name was changed to Indo Coum Industries Limited w.e.f3at" April 1990. The equity shares of the Transferee Company are listed on the SSE Limited and National Stock Exchange of India Limited (together the "Stock Exchanges"). TheTransfe.ree Company holds 1,43,41.280 equity shares of Rs 10/- each of the Transferor Company constituting 74.53% of the total paid up equity share capital of the Traasferer Company. The Transferee Company is engaged in the business of manufactwing of home textiles and its products broadly falls under the categories of Bed Sheet, Pillow Cover and Comforter.

II. RATIONALE FOR THIS SCHEME

The Transferor Company. listed on BSE Limited and the Transferee Company, listod on BSE Limitod and National Stock Exchange of India limited, both are a part of the same group. Further, the Trat\sferor Company is 3 subsidiary of (he Transferee Company wherein tho Transferee Comp;.my holds majority shareholding in the Transferor Company. The main busin ess of PSMI.. has been manuf.eluring of eonon y:>rnand it has a huge freehold land of-34 acres at Plot No. 266 Villase Alte, Tal. Hatkaaangale, Dist. Kolh'pur (near textile hub Ic:halkaranji) and -- 20000 spindle capacity (or spinning. TIle land. machinery. infrastructure ~d aU ether resources available with the Transferor Company can be utilized In cost effective and efficient manner (0 carry out Transferee Company's business expansion. The TrJnsfcror and TransfC"rt'cts industrial unil\$ are situ:l(cd within a distance or - 40 kilometers. Hence, it is

proposed to amalgamate Transferor Company into the Transferee Company in this Scheme. further. the Amalgamation of the Transferor Company into the Transferee Company would inter alia have the follo\ving benefits:

a. Consolidation of the Transferor Company and the Transferee Company will achieve simplified corporate structure, rationalise the number of listed entities and result in a single listed entity with combined businesses.
b. Provide an opportunity to leverage combined assets and build a stronger s.ustainable business. Specifically. it will aJso enable optimal utilization of existing resources which are in excess of the current business requirements of the Transferor Company and provide an opportunity to fully leverage assets, capacities, experience and infrastructure of the Transferor Company and Transferee Company.
c. Reducing managerial overlaps involved in operating multiple entities, enable cost savings and effective utilization of valuable resources which will enhance the management focus thereby leading to increase in operationaJ and management efficiency; Integrate business functions; eliminate duplication and rationalization of administrative expenses.
d. Synchronization of efforts to achieve: unifonn corporate policy. greater integration and greater financial strength and flexibility for the Transferee Company.
c. Belter value creation for the shareholders of both the companies enabling the public shareholders to hold shares of the combined listed entity.
f. Upon cempletion of theamalgamalion, theTransferor Company will be dissolved. Consequently. there would be lesser regulatory and legal compliance obligations including accounting, reporting requirements. statutory and internal audit compliance requirements, tax filings, company law compliances, Stock Exchange compliances etc. and therefore reduction in admlnistrative costs.

The inte-nded Scheme is not prejudiciaJ to the interest of the crcdhcrs Or the employees of the Transferor Company and the Transferee Company.

III. PARTS OF'THIS SCHE~1E

This Scheme is divided into the follo\ving parts:

Vart A dealing with the definitions, interpretation and share capibl details orthe Transferor Company and the Transferee Company.
Pan B dealing \yith arnalgemation of the Transferor Company into and with the Transferee Company. eonsiderntion. accounting trentment in the books of the Transferee Company, combirwion of Iluthorized shl.Veeaph:,\l of Transferor Company with the TrMsferce Company, dissolution without winding up of the Transferor Company. exemptlons under SAST

Regulations (as defined hereinajler).

• Part C comprising of general terms and conditions applicable to this Scheme.

PART A

1. DEFINITIONS

FOTthe: purposes of this Scheme, unless repugnant to the meaning Or context thereof, the following expressions shall have the meanings mentioned herein below:

(3) '-the Act'· or "Companres Act" means the Companies Act, 2013 any re-enactment [hereof including the rules and regulations made thereunder, and, circulars, notifications, eterlfieaticns and orders issued thereunder, each as amended from time to time and to the ex-lent in force;
(b) "Accounting Standards" means the Indian Accounting Standards as notified under Section l33 of the Companies Act. 2013 read together with Rule 3 of the Companies (Indian Accounting Standards) Rules. 2015 and as amended from time to time by the Ministry of Corporate Affairs and the other accounting principles generally accepted in India;
(c) "Applicable Laws" means any starute.Iaw, regulation. ordinance. rule. bye laws.judgment, order, decree, clearance, approval. terms of any approvaL permit or no-obiecuon of any Governmental Authority, directive, guideline, policy, code, requirement, listing agreement or other governmental restriction or any similar fonn of decision. or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, in each ease !IS in effect from time to lime;
(d) "App<linlcd 0.10" means I" October 2020 or such other date as may be approved by the Hon'ble National Company Law Tribunal ('NCl T·).
(e) "Baird of Dlrecters" Or "'Boanl", with respect to a company, means the board or directors of Transferor Company and/or Transferee Company as the case may be, as constituted from time to time and, unless teptlgnMt to the subject, context or mc.aning thereof, includes every committee of tbe Board or such committee of Directors for the purpose of various matters pertaining to the scheme or any other related. connected Orincidental maners;
(I) "Effectivc Date" means the last of the dates on which the certified copies of the Order of NCLT, Mumbai bench under Sections 2:30 & 232 of the Act sanctioning the Scheme is riled with the Regis;:.r of Companies. Pune, at M3.hara.shtra by the Transferor Company and Transferee Compen),;
(,) "Encumbrance" means any: (8) charge. lien (statutory or other), or mortgage, any casement, right otway, right or first refusal or oiher encumbrance or security Interest securing any obligation or an)' person; (b) pee-emption right, oprion, right to acquire, right to sct ofT or other third party right Or claim or ;ny kind. including any rntriction on use, voting, Transfer, receipt of income or

exercise; or (c) any equity. assignments. hypothecation, title retention. restriction, power of sale or other type of preferential arrangements; or (iv) any agreement to create any of the above, and the term "EnCllmbcred" shall be constructed accordingly;

(h) ··Govrrnmtnr:al Authority" means any competent governmental. regulatory. statutory or administrative authority. agency. department. commission or instrumentality (whether local, municipal, national or ctherwise), court, board or tribunal of competent jurisdiction or othe-r entity having, under any law, rule, rqulation or order, jurisdiction over. or the power to regulate or pass orders binding upon. any person or matter and shall include any stock exchanges. on which securities of any of such person are currently listed or may be listed in future. or arbitral tribunal Or dispute resolution body empowered to pass orders binding on any person;
(i) "Intangfble Assets""means and includes all intellectual property rights and licenses of every kind and descripncn throughout the world. in each case whether registered or unregistered, and including any applications for registration of any of the follow'ing. including without limitation inventions (whether patentable or not). patents. rights in computer programs (whether in source code, objc:ct code; or Other (ann). algorithms, databases, compilations and data, technology supporting the foregoing, and all documentation, including user manuals and training materials, related to any of the foregoing; copyriglll\$ and ccpyrightable subject matter: trademarks, service marks, track: names. domain names. logos. slogans, trade dress, design rights together with the goodwill symbolized by any of the foregoing; knew-how, confidential and proprietary informaricn, trade secrets, moral rights; any rights or forms of protection orasimilar nature or having equivalent Or similar effect to any of the foregoing \l1ich subsist anywhere in the world; and gccdwill. \vhdher or not covered in the foregoing. in connection with the businesses of the Transferor Company, together with the exclusive rigllt for the Transferee Company and its assignees to represent themsel ves as carrying on the business in succession to the Transferor Company including business informaticn and records; and product registrations and approvals;
0) "iT Act" means the lncomc-tax Act, 1961. any re..enactment thereof and the rules. regulations. circulars and notifiQtions issued thereunder. each as amended from time to time and 10 the extent in force;
(k) "Record Date' means such date as nlay be mutually fixed by the Board or Directors of the TranJferor Company and the Transferee Company for determining the names or the shareholders of the Tmns(eror Company 10 \yhom equity shares or the Transferee ComPAnY \yill be allotted pursuant to the Scheme;
(I) "RoC" means the Rcgislrat of Companies, Punt. Moharashtra;
(m) OoISASTRegulations" means the Securities and Exchanae Board of India (Substantial Acquisition of Shares and Takec verS) Regulations, 2011;
(n) "Scheme" or "Scbenle of AmalgamatJon" or "Scheme or Mtrger by Ab\$orIHion" or "Scheme ofArnngrmrnt'" or "this Scheme"mew this Scheme of Arnalgnmatien in its present form as

submitted to the Hon'ble Tribunal or this Scheme with such modification(s), if any:

(o) "SEBI" means the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992;
(p) "SEBI Scheme Circular" or "SEBI Circular" means the SEBI Circular no CFD/'DIL3/CIR/20 17/21 dated March 10, 2017 as modified by SEBI Circular No. CFD/DIL3/CIR/2017/26 dated 23rd March, 2017, read with SEBI Circular CFD/DIL3/CIR/2018/2 dated January 03, 2018 issued by SEBI and all other applicable circulars and regulations issued by SEBI as amended or replaced from time to time;
(q) "Stock Exchanges" means the stock exchanges where the Equity Shares are listed and admitted to trading, viz, BSE Limited and the National Stock Exchange of India Limited as applicable to the respective Transferor Company and the Transferee Company;
(r) "Taxation" or "Tax" or "Taxes" means all forms of taxes (whether direct or indirect) and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies and whether levied by reference to income, profits, book profits, gains, asset values, turnover, added value or otherwise and shall further include payments in respect of or on account of tax, whether by way of deduction at source, advance tax, minimum alternate tax or otherwise or attributable directly or primarily to PSML and ICIL and all penalties, charges, costs and interest relating thereto;
(s) "Transferor Company" shall have the meaning assigned to it in Point 1 of Clause I of the Preamble of this Scheme and shall include but not be limited to:
(i) all assets, whether moveable or immoveable, plant and machinery, equipment, stocks and inventory including all rights, title, interest, claims, covenants in such assets of the Transferor Company:
(ii) all investments, receivables, loans and advances extended (including CENVAT credit or other tax assets), including accrued interest thereon of the Transferor Company;
(iii) all debts, borrowings and liabilities, whether present or future, secured or unsecured, availed by the Transferor Company;
(iv) all permits, rights, entitlements, licenses, approvals, grants, allotments, recommendations, clearances, tenancies, offices, tax deferrals and benefits, subsidies, concessions, refund of any tax, duty, cess or any excess payment (including all amounts claimed as refund, whether or not so recorded in the books of accounts), tax credits (including, but not limited to, credits in respect of income tax, tax deducted at source, CENVAT, sales tax, value added tax, turnover tax, excise duty, service tax, minimum alternate tax, goods and service tax etc.) of every kind and description whatsoever of the Transferor Company;

(v) rights to any claim not preferred or made by the Transferor Company in respect of any refund of tax, duty, cess or other charge, including any erroneous or excess payment thereof made by the Transferor Company and any interest thereon, under Applicable Law, and in respect of

mning

set-off, carry forward of un-absorbed losses, deferred revenue expenditure, deduction, exemption, rebate, allowance, amortization benefit, etc. whether under the IT Act, the rules and regulations thereunder, or any other Applicable Law, or any other or like benefits under the said acts or under and in accordance with any Applicable Law or act, whether in India or anywhere outside India;

(vi) all Intangible Assets of every kind and description whatsoever of the Transferor Company;
(vii) all privileges and benefits of, or under, all contracts, agreements or arrangements of any kind, and all other rights including lease rights, licenses and facilities of every kind and description whatsoever of the Transferor Company;
(viii) all employees of the Transferor Company existing as on the Effective Date;
(ix) all advance payments, earnest monies and/or security deposits or other entitlements of the Transferor Company;
(x) all legal, tax, regulatory, quasi-judicial, administrative or other proceedings, suits, appeals, applications or proceedings of whatsoever nature initiated by or against the Transferor Company; and
(xi) all books, records, files, papers, computer programs, engineering and process information, manuals, data, production methodologies, production plans, catalogues, quotations, websites, sales and advertising material, marketing strategies, list of present and former customers, customer credit information, customer pricing information, and other records whether in physical form or electronic form or in any other form, in connection with or relating to the Transferor Company;
(t) "Transferee Company" shall have the meaning assigned to it in Point 2 of Clause I of the Preamble of this Scheme:
(u) "Tribunal" or "NCLT" means the National Company Law Tribunal, Mumbai Bench;

2. DATE OF TAKING EFFECT AND OPERATIVE DATE

The Scheme set out herein in its present form or with any modification(s) approved or imposed or directed by the NCLT or made as per the Scheme, shall be effective from the Appointed Date but shall come into legal effect from the Effective Date.

3. INTERPRETATION

(a) The expressions, terms and words which are used in this Scheme and not defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning assigned to them under the Companies Act, the IT Act, and other Applicable Laws.
(b) In this Scheme, unless the context otherwise requires:
(i) the words "including", "include" or "includes" shall be interpreted in a manner as though the

$\overline{7}$

words "without limitation" immediately followed the same;

(ii) any document or agreement includes a reference to that document or agreement as varied, amended, supplemented, substituted, novated or assigned, from time to time, in accordance with the provisions of such a document or agreement;
(iii) the words "other", "or otherwise" and "whatsoever" shall not be construed ejusdem generis or be construed as any limitation upon the generality of any preceding words or matters specifically referred to;
(iv) the headings are inserted for ease of reference only and shall not affect the construction or interpretation of the relevant provisions of this Scheme;
(v) the term "Clause" refers to the specified clause in of this Scheme, as the case may be;
(vi) reference to any legislation, statute, regulation, rule, notification or any other provision of law means and includes references to such legal provisions as amended, supplemented or reenacted from time to time, and any reference to legislation or statute includes any subordinate legislation made from time to time under such a legislation or statute and regulations, rules, notifications or circulars issued under such a legislation or statute; and

(vii) words in the singular shall include the plural and vice versa.

SHARE CAPITAL $4.$

$4.1$ The share capital structure of the Transferor Company as on September 30, 2020 is as follows:

Particulars	Amount in INR
Authorised
1,92,70,000 equity shares of INR 10 each	INR 19,27,00,000
Issued and Subscribed and Fully paid-up
Capital
1,92,41,280 equity shares of INR 10 each	INR 19,24,12,800

The equity shares of the Transferor Company are listed on BSE Limited.

$4.2$ The share capital structure of the Transferee Company as on September 30, 2020 is as follows:

Particulars	Amount in INR
Authorised
Equity Shares
27,50,00,000 shares of INR 2 each	INR 55,00,00,000
Preference Shares
50,00,000 shares of INR 10 each	INR 5,00,00,000
Total	INR 60,00,00,000
Issued and Subscribed and Fully paid-up
Capital
Equity Shares
19,73,99,670 shares of INR 2 each	INR 39,47,99,340

The equity shares of the Transferee Company are listed on Stock Exchanges i.e BSE Limited and National Stock Exchange of India Limited.

PART B

AMALGAMATION OF THE TRANSFEROR COMPANY INTO AND WITH THE $5.$ TRANSFEREE COMPANY

5.1. Transfer and vesting of assets, liabilities and entire business of the Transferor Company into and with the Transferee Company
5.1.1. With effect from the Appointed Date and upon the Scheme being effective, the Transferor Company, together with all its present and future properties, assets, investments, rights, obligations, liabilities, benefits and interests therein, whether known or unknown, shall amalgamate into and with the Transferee Company and shall become the property of, and an integral part of, the Transferee Company subject to the charges and encumbrances (to the extent they are outstanding on the Effective Date), if any, created by the Transferor Company on its properties and assets in favour of lenders, as a going concern, by operation of law pursuant to the vesting order of the NCLT sanctioning this Scheme, without any further act, instrument or deed required by either of the Transferor Company or the Transferee Company. Without prejudice to the generality of the above, in particular, the Transferor Company shall stand amalgamated into and with the Transferee Company, in the manner described in sub-paragraphs
$(a) (m)$ below:
(a) With effect from the Appointed Date and upon the Scheme being effective, all immovable properties (including land, buildings, structures and any other immovable properties) of the Transferor Company, whether freehold or leasehold, and any documents of title, rights

:md easements in relation thereto, shall stand vested in or be deemed to be vested in the Transferee Company, by operation of law pursuant to the vesting order of the NCl,T sanctioning this Scheme, without any funher act, instrument or deed done or executed by die Transferor Company Orthe Transferee Company. Upon this Scheme coming into effect on the Effective Date, the Transferee Company shall be entitled to exercise ;til rights and privileges and be liable to pay all taxes, rent and eharges, and fulfil all obligations, in relation to or applicable to such immovable properties and the relevant landlords, owners and lessors shall continue to comply with the terms. conditions and covenants under 3]1 relevant lease I license or rent agreements and shall, in accordance with the terms of such agreements, refund the security deposits and advance I prepaid lease f license fee, if any, to the Transferee Company. "[he mutatiolV substitution of the title to and interest in such immovable properties shall be made and duly recorded in the name of the Transferee Company. by the relevant Governmental Authorities pursuant to the sanction of this Schemeby (he NeLT and upon this Scheme comins into effect;

(b) \Vitheffect from the Appointed Date and upon the Scheme being effective, aILthe assets of the Transferor Company which arc movable in nature or are otherwise capable of being transferred by physical Orconstructive delivery and, or, by endorsement and delivery, or by vesting and reccrdaf including equipment, furniture and fixtures, shall stand vested in Transferee Company, and shall become the property and an integral part of Transferee Company. The vesting pursunnl to this sub-clause shall be deemed to have occurred by ph)"\$ical OT constructive delivery or by endorsement and delivery, Or by vesting and reeordal. as appropriate to the property being vested and the title to such property shall be deemed to have been transferred accordingly to the Transferee Company;
Co) With effect from the Appointed Date and upon the Seheme being effective, any and .11 other movable property {except those specified elsewhere in this Scheme} including Investments in shares and MY other securities, all sundry debts and receivables, outstanding loons and advances relating to the Transferor Company which are recoverable in e:lShor in kind or fOT value to be received, actionable claims, bank balances and deposits, if any \vith government. semi-gcvernmem, local and other authorities and bodies. (;ustomc:r\$ and other persons, cheques on hl'lJ1dshall, by operation of law pursuant to the vesting order of the NetT sanctioning this Scheme, without any further act. instrument or deed ofthe Transferor Company or tho Transferee Company become the property of the Transfe= Company, Without p"'judiee to the foregoing, the Transferee Company shall be cn1itlw to deposit ;,1lany lime after e:rft.."CliveDatu. cheques received in the name of the ComJXUlY, to enable the Transferee COnlpa,\y to receive the :lInounts

mereunder. From .he EffeCIive Oate and .iIIsuch time .ha.me names of me bank accounts of the Transferor Companies including but not limited to balances with scheduled banks in current :!ccounl\$ and in deposit aocounts arc replaced with that of the Transferee Company. the Transferee Company shall be entitled to operate the bank accounts of the Transferor Companies, in Its namel in so far as may be: necessary. further, all other negotiable instruments, payment orders, electronic fund transfers like NEFT. RTGS etc. received or presented for cncashmcnt which are in the name of Transferor Company after the Effecth'C Date by virtue of the NCLT order sanctioning this scheme shall be accepted by the ban.ker(s}ofthe Transferee Company and credited to the account of Transferee Company, if presented by Transferee Company or received through electronic transfer. Similarly, me banker(s) ofTnlnsferee Company shall honour all cheques. electronic find transfers. instructions issued by the Transferor Company for payment after the Effective Date.

(d) With effect from the Appolnted Dale and upon the Scheme belng effective. 311debts) borrowings, liabilities, contingent liabilities, duties and obligations, secured or unsecured. "'I"ing '0 the Transferor Company. whether provided for or not in tbe books of accounts cf tbc Transferor Company or disclosed in the balance sheet of such Transferor Company, shall stand transferred to and vested in the,Transferee Company, along with any charge, lien. encumbrance or security thereon, and the same shall be assumed to the extent they orecutstanding on me Effeclive Date and beoome and be decmedto be the deblS.liabili.ics. contingent liabilities. duties and obligations of the Transferee Company, by operation of law pursuantto the vestingotderofthe NCLTsanctioningthis Scheme. without any further act. instrumentor deed of the TransferorCompany or the TransfereeCompany. It is hereby clarified thai it shall not be necessary to obtain the consent Or any third party or other person. who is a party to any contract or arrangement by virtue of \lhich such debts. liabililies, du'ies and obliga.ions have arisen in order te give effect .0 the provisions oflhis Clause. However. if any lender of the Transferor Cornpany requires s:ni5l'aclionof the charge over the Transferor Company's properties and recording of a new charge with the Transferee Company, the Transferee Company shall for good order and for statistical purposes, file appropri:lte ronns \vith the RoC as accompanied by the sMc:tionorder or a "nificd copy thereof and any deed of modifieeticn or novation executed inter alta by the Transferee Company;
(e) \vi!h effect from !he Appolnred Date and upon the Sebcme being effecnvc, all incorpore.1 or intangible property of the Trnnsferor Company shall stnnd vested in the Transferee Company Md shall become .h. property and an inlegral pari oflhc Transferee Company.

by operation of law pursuant to the vesting order of the NCLT sanctioning this Scheme, without any further act, instrument or deed done or executed by the Transferor Company or the Transferee Company;

(f) With effect from the Appointed Date and upon the Scheme being effective, all letters of intent, contracts, deeds, bonds, agreements, insurance policies, capital investment, subsidies, guarantees and indemnities, schemes, arrangements, and other instruments of whatsoever nature in relation to the Transferor Company or to which the Transferor Company is a party or to the benefit of which it may be entitled or eligible, shall be in full force and effect against or in favour of the Transferee Company, by operation of law pursuant to the vesting order of the NCLT sanctioning this Scheme, without any further act, instrument or deed of the Transferor Company or the Transferee Company, and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company is a party or beneficiary or obligor thereto. Without prejudice to the generality of the foregoing, bank guarantees, performance guarantees, letters of credit, agreements with any Governmental Authority, hire purchase agreements, lending agreements and such other agreements, deeds, documents and arrangements pertaining to the business of Transferor Company or to the benefit of which the Transferor Company may be eligible and which are subsisting or have effect immediately before the Effective Date, including all rights and benefits (including benefits of any deposit, advances, receivables or claims) arising or accruing therefrom, shall, upon this Scheme becoming effective, by operation of law pursuant to the vesting orders of the NCLT, be deemed to be bank guarantees, performance guarantees, letters of credit, agreements, deeds, documents, and arrangements, etc. as the case may be, of Transferee Company;
(g) With effect from the Appointed Date and upon the Scheme being effective, all permits, grants, no-objection certificates, licenses (including the licenses granted to the Transferor Company by any Governmental Authority for the purpose of carrying on its business or in connection therewith), permissions (including statutory and regulatory permissions), approvals, clearances, registrations (including relating to sales tax, service tax, excise, value added tax, goods and service tax), (including, but not limited to, credits in respect of income tax, sales tax, value added tax, turnover tax, excise duty, service tax, goods and service tax, tax credits, tax refunds, tax holidays, security transaction tax, minimum alternate tax credit and duty entitlement credit certificates), tenancies, quotas, recommendations, privileges, powers, offices, facilities of every kind and description of whatsoever nature, easements, goodwill, allotments, concessions, exemptions, advantages, or rights required to carry on the operations of the Transferor Company or granted to the

aditya 22/12/1 $1180$

Transferor Company, shall stand vested in or transferred to the Transferee Company, by cperaticn of law pursuant to the vesting order of the NCLT sanctioning this Scheme. without any further act, instrument or deed done or executed by the Transferor Company or me Transferee Company, and shal! be appropriately transferred or assigned by the concerned Governmental Authority in favour of Transferee Conlpany;

(h) With effect from the Appointed Date and upon the Scheme being effective •• 11Intangible Assel\$ of the Transferer Company or granted to the Transferor Company. shall stand vested in or transferred to the: Transferee Company. by operation of law pursuant to the vesting order of the NCLT sanctioning this Scheme. without any further act, instrument or deed done Or executed by the Transferor Company or the Transferee Company; provided that the Transferee Company may take such actions as may be necessary and permissible to get the Intangible Assets. intellectual property rights and licenses transferred to and I Or registered in (he name of the Transferee Company;
(i) With effect from the Appointed Date and upon the Scheme being effective, the Transferee Company shall bear the burden and the benefits of any legal or other proceedings initiated by or against the Transferor Company. Upon this Scheme coming into effett on the Effective Date, if any notice, dispute, suit, appeal, complaint, claim or other proceeding of whatsoever nature by or against the Transferor Company including those before any Governmental Authority. be pending, the same shall not abate. be discontinued or in any Yo"Y be prejudiCially affected by reason of the amalgamation of Transferor Company or of anything contained in this Scheme but the proceedings shall be continued, prosecuted and enforced by or against theTransferee Company in the same manner and to the same extent 3\$ it would or mighl have been ecntinued, prosecuted and c:nforc:ed by or agninst the Transferer Company. by operotion of law PUt\$U4nt to the vesting order of the NCI. T sancdoning this Scheme. without any further net, lnstmment or deed done Or executed by the Transferor Company or the:Transferee Company;
0) Upon the Scheme becoming effective, aJl employees of the Transferor Company in service on the Effective Date shall become employees of the Transferee Company, by operation of law pursuant to the vest'ing order of the Net.T Silnctioninc this Scheme, without any further act. instrument or deed done or executed by the Transferor Cornpany or the Transferee Company, on the lerm.s and conditions no less favourable tban those thaI \VCR: appliCllblt to such employees .u on the Effective Date, with the benefit of continuity of service and ,vithout any brenk or interruption in service. With regard to provident fund. ,nuuity fllnd. superannuation fund or any other special fund or obligation created or

existing for the benefit of such employees of the Transferor Company in service on the Effective Date, upon this Scheme coming into effect, the Transferce Company shall stand substituted for the Transferor Company, by operation of law pursuant to the vesting order of the NCLT sanctioning this Scheme, without any further act, instrument or deed of the Transferor Company or the Transferee Company, for all purposes whatsoever relating to the obligations to make contributions to the said funds in accordance with the provisions of such schemes or funds in the respective trust deeds or other documents, and the Transferee Company shall continue to abide by agreement(s)/settlement(s) entered into by the Transferor Company with any of its employees as on the Effective Date. It is the aim and intent of this Scheme that upon this Scheme coming to effect on the Appointed Date and upon the Effective Date, all the rights, duties, powers and obligations of the Transferor Company in relation to such funds shall become those of the Transferee Company. For the avoidance of doubt, it is clarified that with regard to provident fund, gratuity, leave encashment, deferred cash benefits and long term incentive plans and any other special scheme or benefits created or existing for the benefit of such employees of the Transferor Company, Transferee Company shall stand substituted for Transferor Company, by operation of law pursuant to the vesting order of the NCLT sanctioning this Scheme upon the Effective Date, for all purposes whatsoever, including with regard to the obligation to make contributions if any to relevant authorities, such as the Regional Provident Fund Commissioner or to such other funds maintained by the Transferor Company, in accordance with the provisions of Applicable Laws or otherwise. It is clarified that the services of the employees of the Transferor Company will be treated as having been continuous for the purpose of the aforesaid schemes, funds, benefit plans or policies. The Transferor Company and the Transferee Company shall undertake all the necessary steps and formalities as may be required to be carried out for transfer of such fund, assets, value, etc. to the Transferee Company in this regard;

(k) the Transferee Company undertakes that for the purpose of payment of any retrenchment compensation, gratuity and other terminal benefits to the employees of Transferor Company existing on the Effective Date, the past services of such employees with the Transferor Company shall also be taken into account and it shall pay the same accordingly, as and when such amounts are due and payable; and
With effect from the Appointed Date and upon the Scheme being effective, all estates, assets, rights, title, interests and authorities accrued to and, or, acquired by the Transferor Company shall be deemed to have been accrued to and, or, acquired for and on behalf of the Transferee Company, without any further act, instrument or deed be and stand

transferred to or vested in or be deemed to have been transferred to or vested in the Transferee Company to that extent and shall become the estates, assets, right, title, interests and authorities of the Transferee Company.

(m) It is clarified that for the period between the Appointed Date and up to and including the Effective Date, the Transferor Company shall carry on and be deemed to have carried on their business and activities and shall stand possessed of whole of their businesses, in trust for the Transferee Company and shall account for the same to the Transferee Company. Any income or profit accruing or arising to the Transferor Company and all costs, charges, expenses and losses (including brought forward losses, book losses, etc.) or taxes (including but not limited to advance tax, tax deducted at source, minimum alternative tax, credit, taxes withheld, etc.), incurred by the Transferor Company between the Appointed Date and up to and including the Effective Date shall for all purposes be treated as the income, profits, costs, charges, expenses and losses or taxes, as the case may be, of the Transferee Company and shall be available to the Transferee Company for being disposed of in any manner as it thinks fit.
5.1.2. With effect from the Appointed Date and upon the Scheme being effective, and the consequent amalgamation of Transferor Company into and with the Transferee Company, the secured creditors of Transferee Company, if any, shall only continue to be entitled to security over such identified properties and assets forming part of Transferee Company, as existing immediately prior to the amalgamation of Transferor Company into and with Transferee Company and the secured creditors of Transferor Company, if any, shall continue to be entitled to security only over such properties, assets, rights, benefits and interest of and in Transferor Company, as existing immediately prior to the amalgamation of Transferor Company into and with Transferee Company. For the avoidance of doubt, it is clarified that all the assets of Transferor Company and Transferee Company which are not currently encumbered shall, subject to Applicable Laws, remain free and available for creation of any security thereon in future in relation to any new indebtedness that may be incurred by Transferee Company. For this purpose, no further consent from the existing creditors shall be required and sanction of this Scheme shall be considered as a specific consent of such creditors.
5.1.3. The Transferee Company shall, at any time after this Scheme becomes effective in accordance with the provisions hereof and as the successor entity of the Transferor Company, if so required under any Applicable Laws or otherwise, execute appropriate deeds of confirmation or other writings or arrangements with any party to any contract or arrangement in relation to which the

Transferor Company has been a party. including any filings with the Governmental Authorities, in order to give formal effect (0the above provisions. The Transferee Company shall. under the provisions hereof. be deemed to be authorised to execute any such writings in the name. of and on behalf of Transferor Company and 10 carry out or perform aU such formalities or compliances referred to above on the pan of Transferee Company, infer alta, in its capacity as the SUCCC\$SOrentity of the Transferor Compa.ny.

5.1.4. The Transferee Company shall. at any time after this Scheme becoming effective in accordance with the provisions hereof, if so required under Applicable Laws, do all such acts or things as may be necessary ¹⁰ transfer I obtain the approvals, consents. exemptions, registrarions. noobjection certitlcates, pennils. quotas. rights, entitlements. licenses and certiflcates which were held or enjoyed by Transferor Company. For the avoidance of doubt, it is clarified that if the consent of either a third party or Governmental Authority is required to give effect to the provisions of this Clause, the said third party or Governmental Authority shall make and duly record the necessary substitution f endorsement in the name of Transferee Company pursuant to the sanction of this Scheme by 'he NeLT. and upon this Scheme beccming effective. The Transferee Company sh311 file appropriate applications f documents with thc relevant authorities concerned for infonnation and record purposes and the Transferee Company shat], under the provisions of this Scheme, be deemed to be authorised to CXl.'CulC any such writings on behalf of Transferor Company and to earry out or perfonn all such acts, forrnalittes or compliances referred to above :1S may be required in this regard,

6. CONSIDERATION

6.1. The share exchange ratio sbted in Clouse 6.2 ofSeetion I oflhis Scheme has been determined by the BOGrdof Directors of the Transferor Company and the Transferee Company based on their independentjudgment after lakin, into considerationthe valuation report of'the registered valuer dated 21.10.2020 provided and the fairness opinion dated 21.10.2020 provided by merchant banker.
6.2. Upon this Scheme becoming effective, in ecnsideraticn of the:(l,malgnmolion of the Transferor Company, Transferee Company shall without any further application or deed. issue and allot its equity sha res It par credited as fully paid up, as per the swap-ratio provided by the valuation report or the reg.iJte~ valuer and valuation report of chartered accountants and the f:.imC:\$\$ opinion d:ued 21.10.2020pro\ided by merchant banker,Cothe members of Transferor Company, holding equity sh.res in Tr:tnsfcror Compony Md whose names appear in the RcSi'ter of MembcrsfDc:positoryParticipant on the Record Date or to such of their respective heirs,

executors, administrators or other legal representative or other successors in title as may be recognized by the respective Board of Directors in the following manner:

6.3. The shares issued pursuant to the provisions of the Scheme as per Clause 6.1 ("New Shares"), shall be issued to the shareholders of the Transferor Company in demat form, that is, dematerialized shares unless otherwise notified in writing by a shareholder of the Transferor Company to the Transferee Company on or before such date as may be determined by the Board of Transferee Company. In the event that such notice has not been received by the Transferee Company in respect of any of the shareholders of the Transferor Company, the equity shares, shall be issued to such shareholders in dematerialized form provided that the shareholders of the Transferor Company shall be required to have an account with a depository participant and shall be required to provide details thereof and such other confirmations as may be required. In the event that the Transferee Company has received notice from any shareholder that the equity shares are to be issued in physical form or if any shareholder has not provided the requisite details relating to his/ her/ its account with a depository participant or other confirmations as may be required or if the details furnished by any shareholder do not permit electronic credit of the shares of the Transferee Company, then the Transferee Company shall issue the equity shares in physical form to such shareholder or shareholders.
6.4. If, applying the Share Exchange Ratio, a person eligible to receive new shares of the Transferee Company pursuant to the Scheme under this Clause 6, becomes entitled to receive any fractional equity shares of Transferee Company (a "fractional entitlement"), such person shall be entitled to receive instead of such fractional entitlement, equity shares of the Transferee Company as follows:

(a) if the fractional entitlement is less than 0.5 (zero point five) it shall be rounded down so that such person will receive, zero (0) equity shares of the Transferee Company instead of such fractional entitlement; and

(b) if the fractional entitlement is 0.5 (zero point five) or more it shall be rounded up so that such person will receive, one (1) equity share of the Transferee Company instead of such fractional entitlement.

Pursuant to the rounding up or rounding down as per (a) and (b) above, the total number of shares that will be issued to equity shareholders of the Transferor Company, may vary from the total number of shares of the Transferee Company to be issued as set forth in the first sentence of Clause 6.3. However, each shareholder of the Transferor Company shall get at least one share of the Transferee Company.

6.5. On the approval of this Scheme by the members of the Transferee Company pursuant to Sections 230-232 of the Act and/or the relevant provisions of the Companies Act, if applicable, it shall be deemed that the said members have also accorded their consent under Sections 13, 42, 61, and 62(1)(c) of the Act and/or any other applicable provisions of the Companies Act and rules and regulations framed thereunder as may be applicable for the aforesaid issuance of new shares to the equity shareholders of the Transferor Company, and no further resolution or actions shall be required to be undertaken by the Transferee Company under Sections 13, 42 or $62(1)(c)$ of the Act or any other applicable provisions of the Companies Act and rules and regulations framed thereunder...
6.6. The new shares issued by Transferee Company to the members of Transferor Company shall rank pari-passu with the existing equity shares of Transferee Company subject to other provision of this Scheme. The Transferee Company shall, if necessary and to the extent required, increase its Authorized Share Capital to facilitate issue of shares under this Scheme, by following the requisite procedure under applicable provisions of law and the resolution approving the Scheme shall be deemed to be the approval of increase in the authorized share capital of the Transferee Company.
6.7. Upon the Scheme being effective and on allotment of new shares by the Transferee Company, the shares held in Transferor Company by the Transferee Company shall stand automatically cancelled without any further act or deed. Further, it is clarified that no shares will be issued for the shares that are held by the Transferee Company in Transferor Company.
6.8. The new shares to be issued and allotted by the Transferee Company in terms of Clause 6 of this Scheme shall be listed and shall be admitted for trading on the Stock Exchanges. The Transferee Company shall make all requisite applications and shall otherwise comply with the provisions of Applicable Laws, including, as applicable, the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the SEBI Circulars. The Equity Shares allotted pursuant to this Scheme shall remain frozen in the depositories system till relevant directions in relation to listing/trading are provided by the Stock Exchanges.

ACCOUNTING TREATMENT 7.

7.1. The Amalgamation of the Transferor Company with the Transferee Company shall be accounted for in the books of account of the Transferee Company in accordance with 'Pooling of Interest Method' of accounting as per Indian Accounting Standard (Ind AS) 103 (Business Combination) prescribed under Section 133 of the Companies Act, 2013, which is applicable to the Company since this is a common control business combination as follows:
7.2. All the assets, liabilities and reserves in the books of the Transferor Company shall stand transferred to and vested in the Transferee Company pursuant to the scheme and shall be recorded by the Transferee Company at their carrying amounts as appearing in the books of Transferor Company, on the Appointed Date.
7.3. The Transferee Company shall credit to its share capital account, the aggregate face value of the new shares issued by it pursuant to Clause 6 of this Scheme.
7.4. The carrying amount of investments in the equity shares of the Transferor Company to the extent held by Transferee Company, shall stand cancelled and there shall be no further obligation in that behalf.
7.5. Upon the scheme coming into effect, the surplus /deficit, if any of the net value of assets, liabilities and reserves of the Transferor Company acquired and recorded by the Transferee Company in terms of clause 7.2 over the sum of (a) the face value of the new shares on Amalgamation issued and allotted pursuant to clause 6; and (b) the value of investments cancelled pursuant to Clause 7.4, shall be adjusted in "Capital Reserve Account" in the financial statements of the Transferee Company.
7.6. Any inter-company balance(s) and inter-company investments, debts, borrowings (secured or unsecured), if any between the Transferor Company and the Transferee Company shall stand cancelled and corresponding effect shall be given in the books of account and the records of Transferee Company for the reduction of any assets or liabilities, as the case may be. There would be no accrual of interest or other charges and there shall be no obligation/outstanding in that behalf in respect of any such intercompany loans, debt, securities or balances with effect from the Appointed Date.
7.7. In case of any difference in any of the accounting policies between the Transferor Company and the Transferee Company, the impact of the same in the merger by absorption will be quantified

and adjusted in the Capital Reserves of the Transferee Company to ensure that the financial statements of the Transferee Company reflect the true financial position on the basis of consistent accounting policies.

7.8. Upon the Scheme coming into effect, the accounts of the Transferee Company, as on the Appointed Date shall be reconstructed with the terms of this Scheme.
7.9. The balance of the retained earnings appearing in the financial statements of the Transferor Company shall be aggregated with the corresponding balance appearing in the financial statements of the Transferee Company.
7.10. The identity of the reserves shall be preserved and shall appear in the financial statements of the Transferee Company in the same form in which they appeared in the financial statements of the Transferor Company.

8. CONSOLIDATION OF AUTHORIZED SHARE CAPITAL OF THE TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY

8.1. As an integral part of this Scheme and upon the effectiveness of this Scheme, the authorised equity share capital of the Transferor Company amounting to INR 19,27,00,000 (Rupees Nineteen Crore Twenty-Seven Lakh) shall stand consolidated and vested in and merged with the authorised share capital of the Transferee Company and the Transferee Company shall accordingly increase its authorized share capital and reclassify it as equity shares and/or preference shares as may be required by it as on the Effective Date, without any further act or deed and without any further payment of the stamp duty or the registration fees and accordingly Clause V of the memorandum of association of the Transferee Company (relating to the authorised share capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended.
8.2. Pursuant to the Scheme, the Transferee Company shall file the requisite forms with the ROC for alteration and reclassification of its authorised share capital.
8.3. For the avoidance of doubt, it is clarified that, in case, the authorised share capital of the Transferee Company and, or, the Transferor Company, as the case may be, undergoes any change, prior to this Scheme becoming effective, then this Clause 8 of this Scheme shall automatically stand modified / adjusted accordingly to take into account the effect of such change.

8.4. It is hereby clarified that for the purposes of this Clause 8 of this Scheme, the consent of the shareholders of the Transferor Company and the Transferee Company to this Scheme shall be deemed to be sufficient for the purposes of effecting the above amendment to the Memorandum of Association of the Transferee Company and no further resolution under Section 13 of the Act and/or any other applicable provisions of the Companies Act and rules and regulations framed thereunder would be required to be separately passed, nor shall the Transferee Company be required to pay any additional registration fees, stamp duty, etc.

$\mathbf{Q}$ EXEMPTION UNDER SAST REGULATIONS

For the avoidance of doubt, it is clarified that pursuant to amalgamation of the Transferor Company into and with the Transferee Company, the issuance of new shares of the Transferee Company to the shareholders of the Transferor Company as consideration for the amalgamation of the Transferor Company into and with the Transferee Company in terms of this Scheme and the consequent grant of certain rights to the shareholders who hold shares beyond a certain threshold as may be prescribed from time to time in the charter documents of the Transferee Company, is exempt under the provisions of Regulation 10(1)(d)(ii) of the SAST Regulations, and therefore, the requirement to make an 'open offer' shall not be triggered in terms of the provisions of the SAST Regulations.

PART C GENERAL TERMS AND CONDITIONS

10. COMPLIANCE WITH TAX LAWS

$10.1.$ This Scheme is in compliance with the conditions relating to 'amalgamation' as specified under section 2(1B) and other relevant sections of the Income-tax Act, 1961. If any terms or provisions of the Scheme are found to be or interpreted to be inconsistent with any of the said provisions at a later date, whether as a result of any retrospective amendment of law or any judicial or executive interpretation or for any other reason whatsoever, the aforesaid provisions of the Income-tax Act, 1961 shall prevail. The Scheme shall then stand modified to the extent determined necessary to comply with Section 2(1B) of the Income Tax Act, 1961 and other relevant provisions of the Income Tax Act, 1961.
$10.2.$ On or after the Effective Date, financial statements and returns along with prescribed forms, filings and annexures under the Income-tax Act, 1961 (including for the purpose of recomputing minimum alternative tax, and claiming other tax benefits), central sales tax, applicable state value added tax, service tax laws, excise duty laws, goods and services tax,

VAT law and other tax laws, and to claim refunds and! or credits for taxes paid (including minimum alternate tax. tax deducted at source, goods and service tax etc.), and to claim tax benefits etc. and for matters incidental thereto, shall be entitled (0 be revised for the Transferor Company and the Transferee Company if required to give effect to the provisions of the Scheme.

10.3. All lax assessment proceedings/appeals of whatsoever nature by or against the Transferor Company pending and/or arising at the Appointed Date and relating to the Transferor Company shall be continued andlor enforced until the Effective Date as desired by the Transferee Company. As and from the Effective Date, all tax proceedings shall be continued and enforced by or against the Transferee Company in the same manner and to the same extent as would or might have been continued and enforced by or against the Transferor Company.
10.4. Further, all tax proceedings shall not abate or bediscontinued nor be in any way prejudicially affected by reason of the MergerfAmalgamation or anything contained in the Scheme.
10.5. Any tax liabilities under the: Income-tax Act. 1961. Wealth-tax Act. 1957. customs duty laws, central sales tax. applicable state value added tax, service tax laws, excise duty Jaws. goods and service tax, VAT law or other applicable laws! regulations dealing with taxes, duties, levies allocable or related to the business of theTransferor Company to the extent not provided for or covered by tax provision in the accounts made as on the date immediately preceding tho Appointed Dale shall b. transferred or stand transferred 10 Transferee Company. Any surplus in the provision for taxation ^J duties! levies account including advance tax and tax deducted ;tl source as on the date immediately preceding the Appointed Dale will also be transferred to the account of the Transferee Company.
10.6. Any refund under the Income-tax Act. 1961. wealth-tax Act, 1957, customs duty laws, central sales tax. applicable state value added lax. service tax laws. excise duty la, ...s, goods and service tax, VAT law Or other applicable la,vsI regulations dealing with taxcsl dutiesz Ievies allocable: or related to the business or the Transferer Company due to any of the Transferor COfnpGnyconsequCf\t to the assessment made on such Transferor COlnp311Y and for which no credit is taken in the accounts as on the date immediately preceding the Appointed Date shull also belong to and be received by the Transferee Company.
10.7. All t~es including Income-tax, minimum nJtemate tax, sales tax, excise duty, custom duly, service tax. vatue added tax, goods lind servtee tax etc, paid or payable by the Transferor Company in respect of the operations and! or the profits of the business before the Appointed

Date. shall be on aeeoum of the Transferor Company and) in SO far as it relates (0 the tax payment (including, without limitation. income-tax. minimum alternate tax, sales tax, excise duty, custom duty. sen-ice tax, value added tax, goods and service tax etc.) whether by way of deduction at source, advance lax or otherwise howsoever. by the Transferor Company in respect of the profits or activities or opemtion of the: bcslness after the Appointed Date, the same shall bedeemed to be the corresponding item paid by the Transferee Company and shall, in all proceedings, be dealt with accordingly. Further. any tax deducted at source by Transferor Companyl Transferee Company on payabl es to Transferee Companyl Transferor Company which has been deemed not to be accrued. shall be deemed to be advance taxes paid by the Transferee Company and shaH,in all proceedings. be dealt with accordingly.

10.S. Obligeticn for deduction of tax at source on any payment made by or to be made by the. Transferer Company under the Income-tax Act. 1961.customs duty 13\'S,central sales tax, applicable state value added tax. service tax law-s, excise duty laws, goods and service tax, VAT law or other applicable lawsI regula. ions dealing with taxes! duties !Ievies shall be made or deemed to have been made and duly complied with by the TransfereeCompany.
10.9. \'ithom prejudice to the: generality of the above, all benefits, incentives. losses(including but not limited to, lax losses, tax unabsorbed depreciation). accumulated losses, credits (including, \vithout limitation income tax, minimum alternate tax, tax deducted at source. wealth tax, service tax, excise duty, central sales tax, applicable state value added tax. customs dUly dr.l'ovooek.goods and service:tax etc.) to which the Transferor Company are entitled to in terms of applicable laws, ,hall beavailable to and VCStin the Transferee Company, upon this Scheme coming into effect.
10.10. Uponthe Schemecoming into effect, all lax compliances under any tax laws bythe Transferor Company on or after Appointed Date shall be deemed to be mode by tho Transferee Company.

^t I. DIVIDENDS

ILL The Transferor Company and the Transferee COlnpany shall be entitled to declare and pay dividends. whether interim or final. to their respective members in respect of me accounting period to the Effective date .. approved by their Respective Boards.
11.2. The members of the Transferor Company and the Transferee Company shell, save as expmsly provided otherwise in this Scheme, continue to enjoy their existing riiht\$ under their respective Articles of Association Includingthe right to receive dividends.

$11.3.$ For the avoidance of doubt, it is hereby clarified that nothing in this Scheme shall prevent Transferee Company from declaring and paying dividends, whether interim or final, to its members as on the record date for the purpose of dividend and those who are members only of the Transferor Company shall not be entitled to dividends, if any, declared by Transferee Company prior to the Effective date.
$11.4.$ It is clarified that the aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any member of the Transferor Company and/or the Transferee Company to demand or claim any dividends which, subject to the provisions of the Act, shall be entirely at the discretion of the respective Boards of Directors of the Transferor Company and the Transferee Company respectively, and subject to the approval, if required, of the members of the Transferor Company and the Transferee Company respectively.

12. DISSOLUTION OF THE TRANSFEROR COMPANY

Upon this Scheme coming into effect, the Transferor Company shall, without any further act, instrument or deed of the Transferor Company or the Transferee Company, stand dissolved without winding up.

13. BOOKS AND RECORDS OF THE TRANSFEREE COMPANY

All books, records, files, papers, databases, catalogues, if any, lists of present and former clients and all other books and records, whether in physical or electronic form, of the Transferor Company, to the extent possible and permitted under applicable laws, be handed over by the Transferor Company to the Transferee Company.

14. APPLICATION TO THE NCLT

The Transferee Company and the Transferor Company shall make applications/petitions under Sections 230 to 232 of the Act, as applicable and other applicable provisions of the Companies Act to the NCLT, Mumbai for the sanction of this Scheme and all matters ancillary or incidental thereto.

15. CONDITIONALITY OF THIS SCHEME

This Scheme is conditional upon and subject to:

a) The requisite consent, approval or permission from the Stock Exchanges under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which by law or otherwise may be necessary for implementation of the Scheme in

compliance with, the provisions ofSEBI Circular;

b) Securities and Exchange Boanl of India and the Stock Exchanges approving this Scheme and the other transactions contemplated in(his Scheme.
c) Approval of the requisite majority of the shareholders of the Transferor Company and Transferee Company to the Scheme and the requisite orders of the: NCLT sanctioning the Scheme in exercise of the powers vested in it under the Act;
d) Approval of public shareholders of the Transferor and Transferee Company Ihrough evOling in terms of Para 9 of Annexure I of the SEBI Circular dated JOm March 2017. provided that the same shall be acted upon only if'the voles cast by Ihe public shareholders in fa"'our of the. Scheme are morc than the number of votes cast by them against the Scheme; and
c) such other sanctions and approvals including sanctions of any government Or regulatory authority as may be required by 13\Vin respect of the Scheme and the certified copies of the NeLT order sanctioning the Scheme being filed with ROC

16. SEQUENCING OF EVENTS

Upon the sanction of this Scheme and upon this Scheme becoming effective, the following shall be deemed to have occurred I shall occur and become effective sud operative, only in the sequence and in the order mentioned hereunder:

a) amalgamation of the Transferer Company into and with the Transferee Company in accordance with this Scheme:
b) consolidation of the authorised share capita) of me Transferor Company with the authorised share capital of Transferee Company in accordance with Clause 8 of this Scheme, and eonsequentioJ incrusc/reelassificltion in the authorised shore capital of the Transferee Company:
c) dissolution of'the Transferor Company without wlnding-up in accordance with Clause 12 orchis Scheme; and
d) issue and alletment of new shares of the Transferee Company to the shareholders of the Tronsferor Company as on the Record Oat. in accordance with Clause 6 of Ihis Scheme.

17. MODIFICATIONS/AMENDMENTS TO THIS SCITEME

The Transferor Company and the Transferee Company may. through mutual consent and acting through their respective Board of Directors, assent to any modiflctltions/amcndmr.:nts to this Scheme andl or to any conditions or limitations th.lt the NCLT and I or any other Governmental Authority may deem fit Codirect or impoK or which may otherwise be considered necessary, desirable or appropriate by them.

REMOVAL OF DIFFICULTIES 18.

The Transferor Company and the Transferee Company may, through mutual consent and acting through their respective Board of Directors, agree to take steps, as may be necessary, desirable or proper, to resolve all doubts, difficulties or questions, whether by reason of any orders of the Tribunal or any directive or orders of any Governmental Authority or otherwise arising out of, under or by virtue of this Scheme in relation to the arrangement contemplated in this Scheme and / or matters concerning or connected therewith.

WITHDRAWAL OF THIS SCHEME 19.

The Scheme may be withdrawn from the NCLT anytime by mutual consent of the Transferor Company and the Transferee Company, acting through their respective Board of Directors and with further approval of the NCLT for withdrawal.

20. REPEAL AND SAVINGS

The transfer of assets, liabilities and business to, and the continuance of proceedings by or against, the Transferee Company as envisaged in this Scheme shall not affect any transaction or proceedings already concluded by the Transferor Company or the Transferee Company on or before the Effective Date, to the end and intent that the Transferee Company shall be automatically deemed to accept and adopt all such acts, deeds and things done and executed by the Transferor Company.

21. COSTS, CHARGES AND EXPENSES

The Transferee Company shall bear all their respective costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) arising out of or incurred in making this Scheme effective and matters incidental thereto.

EFFECT OF NON - RECEIPT OF APPROVALS 22.

In the event of any of the said sanctions and approvals referred to in Clause 15 not being obtained and/ or the Scheme not being sanctioned by the NCLT or such other appropriate authority, if any, this Scheme shall stand revoked, cancelled and be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any rights and/ or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law and agreed between the respective parties to this Scheme. Each party shall bear and pay its respective costs, charges and expenses for and or in connection with the Scheme unless otherwise mutually agreed.

23. NO CAUSE OF ACTION

No third party claiming to have acted or changed his position in anticipation of the Scheme taking effect, shall get any cause of action against the Transferor Company or Transferee Company or their directors or officers, if this Scheme does not take effect or is withdrawn, cancelled, revoked, amended or modified for any reason whatsoever.

24. Comments via observation letters dated 25 March 2021 & 26 March 2021 issued by Stock Exchanges:

Pursuant to the observation letters dated 25 March, 2021 issued by BSE Limited to Transferor Company and 25 March, 2021 & 26 March, 2021 issued by BSE Limited and National Stock Exchange of India Limited, respectively to the Transferee Company, following information and facts on methods of valuation are provided below:

$\hat{L}$ In case of ICIL only one method of valuation i.e. Market Approach has been used because its shares are frequently traded on Stock Exchanges, and market price reflects significant multiple of book value. Therefore, it was inappropriate to consider cost and income approach in case of ICIL. Further, ICIL is a listed Company and information related to the future profit and loss account, balance sheet and cash flows is price sensitive and hence was not provided to the valuer.
$ii$ Two Methods of Valuation i.e. Cost and Market Approach have been used for PSML and Income approach method has not been used as PSML is a listed Company and information related to the future profit and loss account, balance sheet and cash flows is price sensitive and hence was not provided to the valuer. Further, PSML's production was stopped at the time of appointed date."

Certified True Copy

Certified True Copy For Pranavaditya Spinning Mills Limited For Indo Count Industries Limited $\sqrt{2}$ Authorised Signatory

Authorised S

C.A.(C.A.A.)/143/MB/2021

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH-IV

C.A.(C.A.A.)/143/MB/2021

In the matter of the Companies Act, 2013

And

In the matter of Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder;

And

In the matter of

Composite Scheme of Amalgamation (by way of merger by Absorption)

Pranavaditya Spinning Mills Limited (Transferor Company)

With

Indo Count Industries Limited

(Transferee Company)

(Collectively referred to as 'Applicant Companies')

Pranavaditya Spinning Mills Limited, [CIN: L17119PN1990PLC058139]

Indo Count Industries Limited, [CIN: L72200PN1988PLC068972] ... First Applicant Company Transferor Company

Page 1 of 18

C.A.(C.A.A.)/143/MB/2021

Order delivered on 18.08.2021

Coram:

Hon'ble Smt. Suchitra Kanuparthi, Member (Judicial) Hon'ble Shri. Satya Ranjan Prasad, Member (Technical)

Appearances (via videoconferencing): For the Applicants:

Mr. Hemant Sethi, Ms Vidisha Poonja i/b Hemant Sethi & Co., Advocates

ORDER

Per: Suchitra Kanuparthi, Member (Judicial)

1. The court is convened via video conferencing.
1. The Counsel for the Applicants states that the present Scheme is a Scheme of Amalgamation (by way of Merger by Absorption) of Pranavaditya Spinning Mills Limited ('Transferor Company' or First Applicant Company) with Indo Count Industries Limited ('Transferee Company' or 'Second Applicant Company'). The Scheme envisages the following:
(a) Amalgamation of First Applicant Company with Second Applicant Company, by absorption, in accordance with Sections 230 to 232 and other applicable provisions of the Act and Rules framed thereunder. Further, upon the said amalgamation becoming effective, the Second Applicant Company shall issue and allot equity shares to the shareholders of First Applicant Company as on the Record Date (as defined Scheme), 2 fully paid equity share of Re. 2 each of the Second Applican

Page 2 of 18

Company for every 15 equity share of Rs. 10 each of the First Applicant Company.

1. The Counsel for the Applicants submits that First Applicant Company is authorised to carry on, inter alia, the business of manufacturing of cotton yarn.
1. The Counsel for the Applicants further submits that Second Applicant Company, is engaged in the business of manufacturing of home textiles and its products broadly falls under the categories of Bed Sheet, Pillow Cover and Comforter.
1. The background, circumstances, rationale and benefits of the Scheme are that: Rationale for amalgamation of First Applicant Company with Second Applicant Company, by absorption
$(a)$ The Transferor Company, listed on BSE Limited and the Transferee Company, listed on BSE Limited and National Stock Exchange of India Limited, both are a part of the same group. Further, the Transferor Company is a subsidiary of the Transferee Company wherein the Transferee Company holds majority shareholding in the Transferor Company. The main business of PSML has been manufacturing of cotton yarn and it has a huge freehold land of ~ 34 acres at Plot No.266 Village Alte, Tal. Hathkanangale, Dist. Kolhapur (near textile hub Ichalkaranji) and $\sim$ 20000 spindle capacity for spinning. The land, machine -S infrastructure and all other resources available with the T Company can be utilized in cost effective and efficient manner to

Page 3 of 18

out Transferee Company's business expansion. The Transferor and Transferee's industrial units are situated within a distance of - 40 kilometers. Hence. it is proposed to amalgamate Transferor Company into the Transferee Company in this Scheme.

(b) Further, the Amalgamation of the Transferor Company into the Transferee Company would inter alia have the following benefits:
i. Consolidation of the Transferor Company and the Transferee Company will achieve simplified corporate structure, rationalise the number of listed entities and result in a single listed entity with combined businesses.
ii. Provide an opportunity to leverage combined assets and build. stronger sustainable business. Specrfically, it will also enable optimal utilization of existing resources which arc In excess of the current business requirements of the Transferor Company and provide an opportunity to fully leverage assets. capacities. experience and infrastructure of the Transferor Company and Transferee Company.
ill. Reducing manage";11 ovcrlap-, ",,"I\Cd III opcraung muillple entities, enable cost savings and effective utilization of valuable resources which will enhance the management focus thereby lending to increase in operauonal and management efflcieney: integrate business functions; eliminate rationnlizarion of administrauve expenses.

I'age4 or I~

iv, Synchronization of efforts 10 achieve uniform corporate policy. greater integration and greater financial strength and flexibility for Ihe Transferee Company.
v, Bcuer value creation for Ihe shareholders of both the compames enabling the public shareholders 10 hold shares of the combined listed entity.
vi. Upon completion of the amalgarnanon, the Transferor Company will be dissolved. Consequently, there would be lesser regulatory and legal compliance obligations including accounting. reponing requirements. statutory and internal audit compliance requirements, tax filings. company law compliances, Stock hchange comphanccs etc and therefore reducuon rn udrnmistraiivc costs.

The intended Scheme is nOI prejudicial to the interest of ihc crcduors or the employees of the Transferor Company and the Transferee Company.

1. 111eCounsel for the Applicant Companies submits that the Board of'Direcrors of the First Applicant Company and Second Applicant Company 31 their respective board meetings bOlhheld on October 21. 2020 have approved the Scheme,
CFD/DIL3/CI Rl20 I7121 dared March 10.2017. as amended from iiI Page S of 18 5, The Counsel for the Applicem Cernpanics further suborns Ihal the equny

("SEBI Circular") read with Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations"), First Applicant Company had applied to BSE for their "Observation Letter" / "No Objection Letter" to file the Scheme for sanction of the Tribunal. BSE by its letter dated March 25, 2021, given their "No Objection Letter" to First Applicant Company, to file the Scheme with the Tribunal.

1. This Tribunal hereby directs that a meeting of the Equity Shareholders of the First Applicant Company be convened and held on November 15, 2021 at 12:30 pm for the purpose of considering, and if thought fit, approving the proposed Scheme, through video conferencing and/ or other audio visual means, without holding a general meeting requiring the physical presence of shareholders at a common venue, as the same in the current Covid-19 environment mandating social distancing norms shall not be feasible.
1. In view of provisions of Section 230(4) read with Section 108 of the Companies Act, 2013 read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014 and in accordance with Regulation 44(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the First Applicant Company proposes to provide the facility of remote e-voting to its Equity Shareholders in respect of the resolution to be passed at the aforesaid meeting. The Equity Shareholders of the First Applicant Company are also allowed to avail the क्रम्पनी विद्य facility of e-voting during the aforesaid meeting to be held through conferencing and/or other audio-visual means on November 1 $2521$

Page 6 of 18

12:30 pm respectively. The e-voting facility for the Equity Shareholders of the First Applicant Company shall be provided in compliance with the condinons specified under the Companies C)lanagcmcnt and Adrninistrauon) Rules, 2014. Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations.2015 and Secretarial Standard on General Meetings (SS2) issued by tht Institute of Company Secretaries of India, as applicable.

1. That at least 30 (thiny) clear days before tlie aforesaid meeting of the Equity Shareholders of the First Applicant Company to be held as aforesaid. a nonce convening the said meeting at the day. date and time aforesaid. together with a copy of the Scheme. a copy of the Lxplanatery Statement required to bc sent under Section 230(3) of the Compames Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. shall be sent bye-mail to the Equity Shareholders of the First Applicant Company whose email addresses are duly registered with the First Applicant Company, addressed to each of the shareholders, al their last known e-mail addresses a, per the record, ofthe Fit>tApplicant Company or by courier or registered post or speed POStIDCasC the e-mail ids of any of the shareholders are not available.
thereof in "Pudhari" (Kolhnpur edition) both having circulation in Pose 7 or t8 9. Notice of convening the Meellng ortbe Equity Shareholders of First Applicant

no. less 30 days before tbe date fixed lor .hc meeung. Considering the lockdown prevailing duo to CQVID·19 pandemic, the Firs. Applicant Company will have thc option '0 publish notices online rn ihe respective cnewspaper editions,

10.'I'hat Mr. Sushilkumar Allr~\,III.lndcpcndcm Director of the I'II'st Apphcnn: Compuny, "n" fuilinll hun, Ms. Kula Agllr\':II. lndcpcndcm D,rectQr of the First Applicant Company, shall be .he Chairperson of .he aforesaid meeting of'the Equity Shareholders of'the F,rs. Applic8Il' Company.
II. That the scrutinizer for the aforesaid meeting of Equity Shareholders of First Appllcam Company shall be Mr. Vikns R. Chomal, Practicing Company Secretaries, willI remuneration Iixcd ⁶¹ Rs. 30.000/ -,
12.Tl1c quorum for .hc aforesaid meeting of Ihc Equity Sbareholders of Firs. Applicant Company shall be u, prescribed under Sccuon 10.1 or rhc Companies /\c', ²⁰¹³ and would include Equi: y Shareholders PI'CSCnI through video confercncing nnd/ol' other audio- vi 511a I means. In elise the required quorum as s.ated above is 110' present 01 the connncncemcnt of the meeting, the meeting shall be adjourned by 30 (thirty) minutes and thereafter .he persons present Shall be deemed ,0 constiunc ihe quorum.
13.The voting by PI'IlXY shall IIll1 be permuted as the meeting would be held through video confcrencing lind! ()I' other audio- vis u a I However, voting in case 01' body corporate be permuted. pro prescribed Conn louthorismioll is filed with the First Applican

Page 8 of 18

(Compromises. Arrangements and Amalgamations) Rules, 2016. the aforesaid meeting as required under Rule 10 of the Companies amruta.3vasare@;indocounl.com> no later than 48 hours before the start of at pooja.mandave@indocounLeom wnh a to <

at any adjournment thereof. including for deciding procedural questions that may arise at the meeting or extent necessary and applicable. in relation to the conduct of the meeting(s), (Compromise s. Arrangements and Amalgamations) Rules. 2016. to the also under the Companies Act, 2013 read \ itlt the Companies the Articles of Association of the First Applicant Company respectively and Shareholders of the First Applicant Company shall have all powers as pcr 14.The Chairperson appointed for the aforesaid meeting of the Equity
decision in that behalf would be liM). value for the purposes of the meeting of' Equtly Shareholders and hi~hcr records arc disputed. the Cluurpcrson of the meeting shull determine the depository records and where the entries in the books! registerl depository accordance with the books/ register of the Fltst Applicant Company or 15.The value and number of the shares of each Equity Shareholder shall be in
16 The Chairperson appointed for the aforesaid meeting or the Equity

his Affidavit as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016,

of the Tribunal, SSE and NSE by its leuer dated March 25, 2021 and March 262021 respectively have. given thelr "No Objection Leuer't lcuers .0 Second Applicant Company, '0 liIe the Scheme with the Tribunal. 17,The Counsel for the Applicant Companies further submits that the equity shares of Second Applicant Company ere listed ⁰¹¹ BSE Limited ("BSE") and Na.ional Stock Exchange of lndra Limited (-~SE") Pursuan•• o jhe Securities Exchange Board of India (-SE8[") circular CFDIDIL3/CIRI2017121dated March 10,2017. as amended [rom time '0 lime (''SEB[ Circular") read with Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Reguletions. 2015 ("LODR Regulations"). Second Applicant Company had applied '0 BSE and :-;SE for thcrr "Observation Leucr" ""0 ()bJ~Cl1onI cncr" to file the Scheme fnr sanelion
IS,This Tribunal hereby directs that 3meeting of the Equi.y Shareholders of the Second Applicant Company be convened and held On November 15,2021 3. 2:30 pm for the purpose of considenng, and if thought li.. approving tile proposed chcme .• hrough video confcrencing and' or other audio visual means, wuhout holdlllg • general meeung requmng the phYSIcalpresence of shareholders a. a common venue, as the Same In .he current Covid-

19.1n view of provisions of Section 230(4) read wuh Section 108 of the Companies Act. 2013 read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014, the Second Applicant Company proposes to provide the facility of remote c-voiing 10 its Equity Shareholders in respect of the resolurion 10 be passed at the aforesaid meeting. The Equity Shareholders cf the Second Applicant Company are also allowed 10.\'311 the faciluy of c-voring c1unngthe aforesaid meeting 10be held through video confercncing and/or other uudio-visual means on November 15,2021 a12:30 pm. The e-voting facility for the Equity Shareholders of the Second Applicant Company shall be provided in compliance with the conditions specified under the Companies (Management and Administration) Rules, 2014 and Secretarial Standard on General Meetings (SS2) issued by the lnstitute of Company Secretaries of India. a, applicable.
last known e-rnail addresses as per the records of the Sccond 20 Th., at least 30 (ihmy) clear days before rhc aforesaid meellng of Ihe );qllity Shareholders of the Second Applicant Company 10 be held as aforesaid. 0 notice convemng the said meeting at the day. dale and time aforesaid, together wnh 3 copy of the Scheme. a copy of the Explanatory Statement required 10 be sent under Secuon 230(3) of ihe Companies ACI,2013 read wuh Rule 6 of the Companies (Compromises. Arrangements and Amalgamations) Rules, 2016. shall be sent by e-mail It> the Equny Shareholders of the Second Apphcan. Company whuec email "d"r,,.,e. lire lluly registered with the ..&"'~~

Page II errs

Company or by courier or registered post or speed post or incase the e-mail ids of any of the sbarchohlcrs nrc nOl available.

1. Notice of convening the Meeting of the Equity Shareholders of Second Applicant Company, indicating the day. date and time aforesaid, shall be advertised once each in the "Times of India" (Kolhapur edition) and Marathi translation thereof in "Pudhari" (Kolhapur edition) both having circulation in Kolhapur, not less 30 days before the date fixed for the meeting. Considering the lockdown prevailing due to COVID-19 pandemic. the Second Applicant Company will have the oplion to publish notices online in the respective cnewspaper editions.
1. That Mr. Kailash Lalpuria, Executive Director & CEO (Non-promoter) of the Second Applicant Company. and failing him, Mr.Kamal Mitra. Director of'the Second Applicant Company shall be the Chairperson of'thc aforesaid meeting of the Equity Shareholders of the Second Applicant Company.
23 '11':11the Sel1l1l11i/cr for the af..resaid m~ctlll~t ol' ""lIity Shurcholdcrs of Second AppliclInl Compo II)'shull be Mr. Viknsh R. Chomnt, Pracucing Company Secretaries. with ilS remunerarion fixed at Rs, 30,000/-.
24.l'bc quorum for the aforesaid meeting of the Equity Shareholders of Second Applicant Company shull be as prescribed under Section 103 of the Companies Act.2013 and would include Equity throllgh video conference [lnd/or other nudic visual means. required quorum as staled above is not present at the commcn

Ilrlge l~ of IX

C.A.(C.A.A.)l143IMBI2021

thereafter the persons present shall be deemed to constitute the quorum. Ihe meeting, the meeting shall be adjourned by 30 (thirty) minutes and

Arrangements and Amalgamations) Rules. 2016 aforesaid meeting as required under Rule 10of the Companies (Compromises. [email protected] DO later than 48 hours before the start of the [email protected] with a copy to I authorisation is filed with the Second Applicant Company at voting in case of body corporate be pcrmntcd, provided the prescribed form through video conferencing and or other audie visual means, However. 25. The voting by proxy shall not be permitted as the meeting would be held
adjoummcnt thereof. deciding procedural questions thai may arise al the meeting or al any and applicable. in relation to the conduct of the meetingts), iocludmg for Arrangements and Amalgamanons) Rules. 2016. to the extent necessary the Companies ACI, 20 IJ read with the Companies (Compromises. the Arucles of Association of the Second Apphcaru Company and also under Shareholders of the Second ApplIcanl Company shall have all powers as pcr 26.The Chairperson appointed for the aforesaid meeting of the Equity
accordance with the books! register of the Second Applican; Company or 27.The value and number of the shares of each Equiry Shareholder shall be ID

decision in that behalf would be final. value for the purposes of the meeting of Equity Shareholders and hislher

1. of the Companies (Compromises. Arrangements and Amalgamations) Rules. meeting, and the said report shall be verified by his Affidavit M per Rule 14 meetings within 30 (thiny) days of the conclusion of the aforesaid 28. The Chairperson sball report to this Tribunal, the result of the aforesaid
Applicant Company. there is no requirement to hold the meeting of the secured creditors of First 2020, the First Applicant Company has NIL secured creditors. Accordingly. 29.The Counsel for the Applicant Companies submits that as on December 31,
ercdirors of Second Applicant Company to seek their approval to the Scheme. the aforesaid. there is no requirement ¹⁰ hold the meeting of the secured Annexure A ¹⁰ the Supplementary Affidavit dated July 8,2021. In view of secured creditors of the Second Applicant Company hu> been submitted as value of such secured creditors being R< 374.81>.30.4071 -, The consent ofthc 2020. the Second Applocant Company has 6 secured crcduors, the aggregate 30.The Counsel for the Apphcant Compamcs submns that as on December 31.
December 11. 2020. the FiN Applocant Cnonpany hu> 2 unsecured creditors. 31.The Counsel for the Applicant Compames has submitted that M on

unsecured creditors bcmg Rs. 223.52.92.851/-. The Counsellor Ihe Applican; Companies fun her subrmucd Ihal the Scheme rs 3 composue arrangemenr between shareholders of ihc Applicant Companies 3S contemplated under Section 230(1)(b) find not III accordance wuh the provtsicns of Section 230(1)(a) of the ACI as there is no compronuse andlor arrangement with unsecured creditors, and thai the unsecured creditors of the Applicant Companies arc being paid in the nonnol course of business and as pcr the agreed terms and arc not called upon ¹⁰ make any sacrifices, hence their interests arc not getting affccled rn nny way and arc also secured. The present Scheme is 111no manner JlI\:jUtlIClllllU ,II..' InleTc,l, ofthe unsecured cr.."tJilor, of'thc Applicant Companies. In view the fact Ihat there is no arrangement with the unsecured creditors, the meeting of the unsecured creditors ¹⁰ seek their approval ¹⁰ Ihe Scheme is dispensed with, The Firsl Applicant Company rs directed ¹⁰ issue individual notices ¹⁰ all their unsecured creditors by courier or registered POSIor speed POSIor hand delivery or through e-mail (to those unsecured creditors whose cmnrl .ddrcs<e, ure duly registered with the FIflH Applicant Company) and The Second Applicant Company is directed ¹⁰ Issue individual nouccs to lheir unsecured creduors who UI'C having out:-.tnndlllg value of Rs.S,OO,OOanO d above by courier or registered post or speed post or hand delivery or through e-mail (to those unsecured creditors whose email addresses arc duly registered with the Second Applicant Company). ³¹ thelr

that they may subrmt their represeruauons, ifnny.lo Ihe Tribunal within Ihirty days from the date of receipt of the said notice and copy of such representations shall srmultaneously be served upon the Applicant Companocs

Central Cirele 7(4). MUMBAl. AAYKAR BHAVAN,MUMBAJ); (c) Registrar of Companies. Pune, Maharashtra; (d) BSE Limited; (c) Securities and Exchange Board of Ind,a. faIling \ hich, ¹¹ WIll be presumed that the aforesaid authorities have no representations to make on the Scheme. 32.The First Applicant Company. pur"uant to Seeuon 230(5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises. Arrangements and Amalgamations) Rules, 2016, is directed to serve the notice of the meeting of its Equity Shareholders upon: (a) the Central Government of India (throUgh the Regional Director, Western Region. MInistry of Corporate Arrail'S);(b) concerned Income Tax Authonty withm whose Jurisdiction the assessments of the First Apphcant Company ISmade (mcnnomng the PAN of Flr 1'\:-" AA.\l'I'11I611 JI the 101l0\lng addrcvs
whose jurisdiction the assessments oftbe Second Applicant Compo 33.The Second Applicant Company. pursuant to Section 230(5) of the Companies Act. 2013 read with Rule 8 of the Companies (Comprormses, Arrangemerns and Amalgamatiolls) Rules. 2016. is directed to serve the notice of the meeting of liS hqulty Shareholders upon: (a) the Central Government of India (through the Regional DIrector, Western

Page 160fl8

(mentioning the PAN of Second Applicant Company-PAN: AAACI0866P at the following address Central Circle 7(4), MUMBAI, AAYKAR BHAVAN, MUMBAI); (c) Registrar of Companies, Pune, Maharashtra (d) BSE Limited; (e) National Stock Exchange of India Limited; (f) Securities and Exchange Board of India, with a direction that they may submit their representation, if any, within a period of 30 (thirty) days from the date of receipt of such notice, to the Tribunal and copy of such representations shall simultaneously be served upon the Second Applicant Company, failing which, it will be presumed that the aforesaid authorities have no representations to make on the Scheme.

The First Applicant Company is also directed to serve notice upon Official Liquidator, High Court, Bombay, pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Tribunal is appointing M/s CAS & Associates, (Formerly Known as S. B. Amberkar & Co.) Chartered Accountants, having their office at 13, Vighnaharta CHSL, Gr. Floor, Dr. Ambedkar Road, Behind One Avighna park, Curry Road, Mumbai-400 012 [Email:[email protected]], Tel No. 22 24716101/6102 to assist the Official Liquidator to scrutinize the books of accounts of the said First Applicant Company for the last 5 years and submit its representation / report to the Tribunal. The aforesaid Company to pay fees of Rs. 2,00, 000/- to the chartered accountants for this purpose. If no representation / rg received by the Tribunal from Official Liquidator, Bombay with the ageriod

Page 17 of 18

Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. lbat Official Liquidator bas no representation I objection to the proposed 30 (thirty) days from the dale of receipt of such notice. it ,,;11 be presumed

35.The Applicant Companies sball host the notices directed herein, on their respective websites, if any.
publication of advertisement as stated in above paragraphs have been duly complied with. report to this Tribunal lhat the directions regarding issue of notices and 36.The Applicant Companies shall file proof of compliance electronically to
1. Ordered accordingly. Pronounced in open court today.

SdI-SATYA RANJAl" PRASAD MEMBER (Technical)

Sd/- SUCHITRA KANUPARTBI MEMBER (Judicial)

''oge180r18

Dated: 21 October 2020

To

The Board of Directors,

Indo Count Industries Limited

Office No. 1, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Kolhapur - 416109 Maharashtra, India

AND

Pranavaditya Spinning Mills Limited

2, Plot No. 266, Village Alte Kumbhoj Road, Taluka Hatkanangale Kolhapur Maharashtra -416109 India

Sub: Recommendation of Fair Exchange Ratio for the proposed amalgamation of Pranavaditya Spinning Mills Limited into Indo Count Industries Limited

Ladies and Gentlemen,

I, Amit Kumar Singh, Registered Valuer registered with the Insolvency & Bankruptcy Board of India vide registration no. IBBI/RV/06/2019/12357 (hereinafter referred to as the "Valuer" or "I" or "me") refer to the engagement letter dated 09 September 2020 wherein I have been retained as Valuer jointly by Indo Count Industries Limited (hereinafter referred to as "ICIL" or "Transferee Company") and Pranavaditya Spinning Mills Limited (hereinafter referred to as "PSML" or "Transferor Company ") for the recommendation of fair exchange ratio for the proposed amalgamation of PSML into ICIL (collectively referred to as the "Clients" or the "Companies") as per the draft Scheme of Amalgamation (referred to as "the Scheme").

Accordingly, I have prepared the Report for recommendation of the fair exchange ratio of equity shares as at 20 October 2020 ("Valuation Date") for the proposed amalgamation of PSML into ICIL ("Proposed Amalgamation").

The fair exchange ratio for the Report refers to number of equity shares of face value of INR 2/ each of ICIL, which would be issued to the equity shareholders of PSML in lieu of number of equity shares of face value INR 10/- each held by them in PSML, pursuant to the Proposed Amalgamation.

My deliverable for this engagement would be a fair exchange ratio report (the "Report").

Corp. Office: G-47, Jalvayu Vihar, Sector-29, Faridabad-121008, Haryana Ph. +91-129-2500013, M:+91-9990867861 Email:[email protected]

BACKGROUND, PURPOSE, SCOPE AND DESCRIPTION OF THE REPORT

Indo Count Industries Limited (hereinafter referred to as "ICIL" or the "Transferee Company") is a public company, limited by shares, incorporated under the Indian Companies Act, 1956, under corporate identification number (CIN) L72200PN1988PLC068972 and having its registered office at Office No. 1, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Kolhapur - 416109 Maharashtra, India. The Transferee Company was incorporated in the year 1988 as Vishnu Aluminium Limited and subsequently, name was changed to Indo Count Industries Limited. The equity shares of the Transferee Company are listed on the BSE Limited and National Stock Exchange of India Limited (together the "Stock Exchanges"). The Transferee Company holds 1,43,41,280 equity shares of Rs 10/- each of the Transferor Company constituting 74.53% of the total paid up equity share capital of the Transferor Company. The Transferee Company is engaged in the business of manufacturing of home textiles and its products broadly falls under the categories of Bed Sheets, Pillow Cover and Comforter. As per the audited financials for the year ended 31 March 2020, ICIL reported revenue from operations of INR 20,801.3 mn and Profit After Tax ("PAT") of INR 731.0 mn.

Pranavaditya Spinning Mills Limited (hereinafter referred to as "PSML" or the "Transferor Company") is a public company, limited by shares, incorporated under the Companies Act, 1956, under corporate identification number (CIN) L17119PN1990PLC058139 and having its registered office at Office No. 2, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Kolhapur – 416109, Maharashtra, India. The equity shares of the Transferor Company are listed on BSE Limited. The Transferor Company is a subsidiary of the Transferee Company. The Transferor Company is authorised to carry on the inter alia the business of manufacturing of cotton yarn. As per the audited financials for the year ended 31 March 2020, PSML reported revenue from operations of INR 694.1 mn and PAT of INR (-) 26.8 mn.

I understand that the Companies are contemplating the merger in nature of amalgamation of PSML into ICIL. Accordingly, the valuation of equity shares of both the companies is required for compliance with Section 232 of the Companies Act, 2013 ("Purpose").

I further understand that as per the draft Scheme, PSML is proposed to be amalgamated into ICIL. As a consideration for the Proposed Amalgamation, equity shareholders of PSML would be issued equity shares of ICIL, in lieu of their shareholdings in PSML.

For the aforementioned Purpose, the Board of Directors of the Companies have jointly appointed me to recommend a fair exchange ratio, for the issue of ICIL's equity shares to the equity shareholders of PSML, to be placed before the Board of Directors of the Companies.

The scope of my services is to conduct a relative valuation of equity shares of the Companies and report a fair exchange ratio for the Proposed Amalgamation in accordance with internationally accepted valuation standards/methods and valuation standards issued by ICAI Registered Valuer Organisation (RVO).

Valuation Bases

The valuation bases used for the Report is 'Relative Value'. As per IVS 103 issued by ICAI RVO, in transactions of the nature of merger or amalgamation of companies or merger or demerger of businesses, the consideration is often discharged primarily by issue of securities in the nature equity of the acquirer or transferee entity with reference to an exchange ratio or entitlement ratio, considering the relative values. Such relative values are generally arrived at by applying an appropriate valuation approach or a combination of valuation approaches.

Page 2 of 16

Special Assumption/Aspects Considered in the Report

I have considered the following special assumptions/aspects for the valuation:

(a) Any capital infusion in either of the Companies from the date of my Report till the Proposed Amalgamation becomes effective would not have a material impact on the recommendation of the fair exchange ratio only if (a) it is immaterial or (b) it occurs at or around the fair values as computed in the Report.
(b) Till the Proposed Amalgamation becomes effective, neither Companies would declare any dividends which are materially different from those already factored in the calculations. Similarly, there should not be any other change in capital structure due to buybacks etc., different from those already factored in the calculations, which can impact the recommendation of the fair exchange ratio.
(c) I have been informed that there are no unusual/abnormal events in the Companies since the latest accounts provided to me which would materially impact their operating/financial performance.
(d) In case of PSML, I have been given to understand that the as on Valuation Date the production has been stopped and the workers have availed voluntary retirement scheme (VRS)/separation scheme.

I have relied on the above while arriving at the fair exchange ratio for the Proposed Amalgamation.

The Report is my deliverable for the above engagement.

The Report is subject to the scope, assumptions, qualifications, exclusions, limitations and disclaimers detailed hereinafter. As such, the Report is to be read in totality and not in parts.

SOURCES OF INFORMATION

In connection with this exercise, I have relied upon the following information provided by the Management of the Companies (the "Management")/from public domain. I have been given to understand that the information provided are accurate and that the Management was duly authorised to provide the same.

1. Historical financial and Market Price information:
− PSML:
- Audited financials for years ended 31 March 2020
- Unaudited limited review P&L and Balance sheet (without notes) for the 3-month period ended 30 June 2020
- Unaudited limited review P&L and Balance sheet (without notes and schedules) for the 6-month period ended 30 Sep 2020
- Historical and current trading price and volume of equity shares on stock exchanges
- Details of the industrial land situated at Hatkanangale, Village Alate, Maharashtra,
- Fixed Assets Register as on the Valuation Date,
- Shareholding pattern as at 30 September 2020,
− ICIL:
- Unaudited limited view P&L and Balance sheet (without notes and schedules) for the 3-month period ended 30 June 2020
- Historical and current trading price and volume of equity shares on stock exchanges

Page 3 of 16

1. Draft Scheme of Amalgamation under Section 230 to 232 of the Companies Act, 2013
1. Other information and explanations as required by me which have been provided by Management.

Besides the above listing, there may be other information provided by the Companies which may not have been perused by me in any detail, if not considered relevant for my defined scope.

The Companies have been provided with the opportunity to review the draft Report (excluding the recommended fair exchange ratio) as part of my standard practice to make sure that factual inaccuracy/omissions are avoided in my Report.

SCOPE LIMITATIONS, ASSUMPTIONS, QUALIFICATIONS, EXCLUSIONS AND DISCLAIMERS

Provision of valuation opinions and consideration of the issues described herein are areas of my regular practice. The services do not represent accounting, assurance, accounting / tax due diligence, consulting or tax related services.

The Report, its contents and the results herein are specific to (i) the purpose of valuation agreed as per the terms of my engagement; (ii) the Report Date, (iii) trading price and volume near the Report Date, and (iii) the unaudited balance sheet of PSML as at 30 September 2020.

I have been informed that the business activities of the ICIL have been carried out in the normal and ordinary course between the Valuation Date and the date of issue of the Report and that no material changes have occurred in their respective operations and financial position during this period. Similarly, I have also been informed that there are no material changes in the position of assets and liabilities of PSML between the 30 September 2020 and the Report Date/ Valuation Date.

The recommendation contained herein is not intended to represent the fair exchange ratio at any time other than the Valuation Date. A valuation of this nature is necessarily based on financial, economic and other conditions in general and industry trends in particular as in effect on and the information made available to me as of, the date hereof. Events occurring after the date hereof may affect the Report and the assumptions used in preparing it, and I do not assume any obligation to update, revise or reaffirm the Report.

The recommendation rendered in the Report only represent my recommendation based upon information furnished by the Companies and gathered from public domain (and analysis thereon). My recommendation should not be used for advising anybody to take buy or sell decision, for which specific opinion needs to be taken from expert advisors.

The determination of exchange ratio is not a precise science and the conclusions arrived at in many cases will, of necessity, be subjective and dependent on the exercise of individual judgement. In the ultimate analysis, valuation will have to be tempered by the exercise of judicious discretion by the valuer and judgment taking into accounts all the relevant factors. There is, therefore, no indisputable single exchange ratio. While I have provided my recommendation of the fair exchange ratio based on the information available to me and within the scope and constraints of my engagement, others may have a different opinion as to the fair exchange ratio of the equity shares of the Companies. The final responsibility for the determination of the fair exchange ratio at which the Proposed Amalgamation shall take place will be with the Board of Directors of the Companies who should take into account other factors such as their own assessment of the Proposed Amalgamation and input of other advisors.

I have assumed that the Proposed Amalgamation will be consummated on the terms set forth in the Scheme document and that the final version of the Scheme Document will not change in any material respect from the draft version I have reviewed for the purpose of the valuation.

I have not independently audited or otherwise verified the financial information provided to me. Accordingly, I do not express any opinion or offer any form of assurance regarding the truth and fairness

Page 4 of 16

of the financial position as indicated in the financial statements. My conclusion is based on the information given by/on behalf of the Companies. The Management has indicated to me that they have understood that any omissions, inaccuracies or misstatements may materially affect my valuation analysis/results.

The Report assumes that the Companies comply fully with relevant laws and regulations applicable in all their areas of operations, and that the Companies will be managed in a competent and responsible manner. Further, the Report has given no consideration to matters of a legal nature, including issues of legal title and compliance with local laws, and litigation and other contingent liabilities that are not disclosed in the audited/unaudited balance sheet of the Companies. My conclusion of value assumes that the assets and liabilities of the Companies, reflected in their respective latest balance sheets remain intact as of the Report Date.

The Report does not address the relative merits of the Proposed Amalgamation as compared with any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available.

The fee for the engagement is not contingent upon the results reported.

I will not be liable for any losses, claims, damages or liabilities arising out of the actions taken, omissions of or advice given by any other party to the Companies. In no event shall I be liable for any loss, damages, cost or expenses arising in any way from fraudulent acts, misrepresentations or willful default on part of the Companies, their directors, employees or agents.

It is understood that this analysis does not represent a fairness opinion. The Report is not a substitute for the third party's own due diligence/ appraisal/ enquiries/ independent advice that the third party should undertake for its purpose.

The Report is subject to the laws of India.

Neither the Report nor its contents may be referred to or quoted in any registration statement, prospectus, offering memorandum, annual report, loan agreement or other agreement or document given to third parties, other than in connection with the Proposed Amalgamation, without my prior written consent. I express no opinion or recommendation as to how the shareholders of either company should vote at any shareholders' meeting(s) to be held in connection with the Proposed Amalgamation.

SHAREHOLDING PATTERN

ICIL

The shareholding pattern of ICIL India as at 30 September 2020 was as follows:

Shareholding pattern	Number of shares	Stake (%)
Promoter and Promoter Group	116,346,750	58.94
Public -Institutional	17,148,816	8.69
Public- Non Institutional	63,904,104	32.37
Total	197,399,670	100.00

Source: Capitaline

PSML

The shareholding pattern of PSML as at 30 September 2020 was as follows:

Shareholding pattern	Number of shares	Stake (%)
Promotor & Promoter Group	14,341,280	74.53
Public- Institutional	-	-
Public- Non Institutional	4,900,000	25.47
Total	19,241,280	100.00

Source: Capitaline

APPROACH - FAIR EXCHANGE RATIO FOR THE PROPOSED AMALGAMATION

The Companies contemplate the Proposed Amalgamation of PSML into ICIL. Arriving at the fair exchange ratio for the Proposed Amalgamation would require determining the relative value of the equity shares of the Companies. These values are to be determined independently, but on a relative basis for the Companies, without considering the effect of the Proposed Amalgamation.

There are several commonly used and accepted methods under the market, income and asset approaches of valuation for determining value of equity shares for determination of the fair exchange ratio for the Proposed Amalgamation which have been considered in the present case, to the extent relevant and applicable, and subject to availability of information, including:

1. Market Approach
a) Market Price method
b) Comparable Companies' Multiples method
1. Income Approach: Discounted Cash Flow (DCF) method
1. Cost Approach: Net Asset Value method

It should be understood that the valuation of any company or its assets is inherently subjective and is subject to certain uncertainties and contingencies, all of which are difficult to predict and are beyond my control. In performing my analysis, I made numerous assumptions with respect to industry performance and general business and economic conditions, many of which are beyond the control of the Companies. In addition, this valuation will fluctuate with changes in prevailing market conditions, the conditions and prospects, financial and otherwise, of the Companies, and other factors which generally influence the valuation of the Companies.

The application of any particular method of valuation depends on the purpose for which the valuation is done. Although different values may exist for different purposes, it cannot be too strongly emphasized that a valuer can only arrive at one value for one purpose. My choice of methodology of valuation has been arrived at by using usual and conventional methodologies adopted for mergers of a similar nature and my reasonable judgment, in an independent and bona fide manner based on previous experiences of assignments of a similar nature.

Market Price method

The market price of an equity share as quoted on a stock exchange is normally considered as the value of the equity shares of that company where such quotations are arising from the shares being regularly and freely traded in, subject to the element of speculative support that may be inbuilt in the value of the shares.

Page 6 of 16

The Pricing formula provided in Regulations 164 (1) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ('ICDR') in pricing of preferential issue, incase of frequently traded shares, has been considered for arriving at the value per equity share of the Companies under the market price Method. Though, I have adopted this method in case of PSML, considering that the shares of PSML are not frequently traded on stock exchange, I have given very low weight to this method.

The market price is considered as higher of following:

(a) average of the weekly high and low of the volume weighted average price during the 26 weeks preceding 20 October 2020; or
(b) average of weekly high and low of the volume weighted average price during the 2 weeks preceding 20 October 2020

In addition to the above existing provision of pricing, the additional option under regulation 164B of ICDR in pricing of preferential issue, incase of frequently traded shares, has been also considered. As per regulation 164B, in case of frequently traded shares, the price of the equity shares to be allotted pursuant to the preferential issue shall be not less than higher of the following:

a) the average of the weekly high and low of the volume weighted average price of the related equity shares quoted on the recognised stock exchange during the twelve weeks preceding the relevant date; or
b) the average of the weekly high and low of the volume weighted average prices of the related equity shares quoted on a recognised stock exchange during the two weeks preceding the relevant date

Therefore, I have also considered higher of following for determination of the Market Price:

(a) higher of average of the weekly high and low of the volume weighted average price during the 12 weeks preceding 20 October 2020 and average of weekly high and low of the volume weighted average price during the 2 weeks preceding 20 October 2020
(b) higher of average of the weekly high and low of the volume weighted average price during the 26 weeks preceding 20 October 2020 and average of weekly high and low of the volume weighted average price during the 2 weeks preceding 20 October 2020

In the present case, the equity shares of ICIL are listed on Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) and the equity shares of PSML are listed on BSE. The shares of ICIL are shares being regularly and freely traded on both the stock exchanges, whereas the shares of PSML are very thinly and infrequently traded on BSE. In case of ICIL, the share price on the NSE has been considered, as the trading volumes are higher at NSE as compared to BSE.

Comparable Companies' Multiples ("CCM") method

Under this method, value of equity shares of a company is arrived at by using multiples derived from valuations of comparable companies, as manifest through stock market valuations of listed companies. This valuation is based on the principle that market valuations, taking place between informed buyers and informed sellers, incorporate all factors relevant to valuation. Relevant multiples need to be chosen carefully and adjusted for differences between the circumstances.

Page 7 of 16

Discounted Cash Flows ("DCF") method

Under the DCF method the projected free cash flows to the equity shareholders are discounted at the cost of equity. The sum of the discounted value of such free cash flows is the value of the firm for equity shareholders.

Using the DCF analysis involves determining the following:

Estimating future free cash flows:

Free cash flows are the cash flows expected to be generated by the company that are available to the providers of the company's equity capital, factoring in the minimum solvency required as per law.

Appropriate discount rate to be applied to cash flows i.e. the cost of equity:

This discount rate, which is applied to the free cash flows, should reflect the opportunity cost to the equity capital providers (namely equity shareholders). The opportunity cost to the equity capital provider equals the rate of return the equity capital provider expects to earn on other investments of equivalent risk.

Net Asset Value ("NAV") method

In case of Net Assets Method, the value is determined by dividing the Net Assets of the Company by the number of shares. The asset-based valuation technique is based on the value of the underlying net assets of the business, either on a book value basis or realizable value basis or replacement cost basis.

MAJOR FACTORS THAT WERE TAKEN INTO ACCOUNT DURING VALUATION

Latest shareholding pattern of the Companies
Trading volume and market price of the shares of the Companies
Fair value of the assets of PSML

BASIS FOR FAIR EXCHANGE RATIO FOR THE PROPOSED AMALGAMTION

The basis for the fair exchange ratio of the Proposed Amalgamation would have to be determined after taking into consideration all the factors and methods mentioned hereinabove. Though different values have been arrived at under each of the above methods considered, for the purposes of recommending the fair exchange ratio of equity shares, it is necessary to arrive at a final value for both Companies' shares. It is however important to note that in doing so, I am attempting to arrive at the relative values of the Companies to facilitate the determination of the fair exchange ratio. For this purpose, it is necessary to give appropriate weights to the values arrived at under each approach /method.

The fair exchange ratio has been arrived at on the basis of a relative equity valuation of the Companies after considering suitability of various approaches / methods explained herein earlier and based on the Market Price method for ICIL and Market Price method and Adjusted NAV method for PSML, along with various qualitative factors relevant to each company and the business dynamics having regard to information base, key underlying assumptions and limitations.

I have independently applied methods discussed above, as considered appropriate and arrived at value per share of the Companies.

Page 8 of 16

		ICIL	PSML
Valuation approach	Weight	Value per equity share (INR)	Weight (%)	Value per equity share (INR)
Cost Approach: NAV Method*	NA	0%	90%	17.2
Income Approach: DCF Method**	NA	0%	NA	0%
Market Approach: Market Price	100%	124.1	10%	11.2
Method***
Relative Value per Share		124.1		16.6
Fair exchange ratio (Rounded off)			2:15

The computation of fair exchange ratio for the Proposed Amalgamation is tabulated below:

NA= Not Applicable

* I have not used NAV method of Cost Approach in case of ICIL as its shares are frequently traded on stock exchanges. However, in case of PSML, I have used NAV method and given higher weight to it as the shares of PSML are traded infrequently on the stock exchange.

** I have not considered the DCF method as the Companies are listed on the Stock Exchanges and information related to the future profit and loss account, balance sheet and cash flows is price sensitive and not made available to me.

***I have used only Market Price method in case of ICIL as its shares are frequently traded on stock exchanges. In case of PSML though I have used Market Price method, I have given very low weight to it as the shares of PSML are traded infrequently on the stock exchange.

Detailed workings are given in Annexure A.

In light of the above, and on a consideration of all the relevant factors and circumstances as discussed and outlined hereinabove, I recommend the following fair exchange ratio for the Proposed Amalgamation:

2 equity shares of ICIL of INR 2/- each fully paid-up for every 15 equity shares of PSML of INR 10/- each fully paid-up.

Respectfully submitted,

CA Amit K Singh,

Registered Valuer – Securities And Financial Assets (REG. NO. IBBI/RV/06/2019/12357)

Page 9 of 16

Annexure A

A. Computation of equity share value of ICIL

Market Price method

Period	Weekly Maximum (Volume weighted)	Weekly Minimum (Volume weighted)	Average of Maximum and Minimum price	Source
				Table
26 Weeks	63.4	56.3	59.8	A.1
12 Weeks	93.5	83.4	88.4
2 Weeks	131.0	117.1	124.1

Table A.1

Date	Average	Day	Weekly	Weekly	Week
	Price		Maximum	Minimum
April 22, 2020 April 23, 2020	28.0 28.9	Wednesday Thursday	28.86	27.08	26
April 24, 2020	27.7	Friday
April 27, 2020	27.1	Monday
April 28, 2020	28.3	Tuesday
April 29, 2020	29.5	Wednesday	29.61	27.19	25
April 30, 2020	29.6	Thursday
May 4, 2020	28.3	Monday
May 5, 2020	27.2	Tuesday
May 6, 2020	25.9	Wednesday	25.93	24.32	24
May 7, 2020	25.4	Thursday
May 8, 2020	24.8	Friday
May 11, 2020	24.3	Monday
May 12, 2020	24.4	Tuesday
May 13, 2020	25.6	Wednesday	28.2	25.63	23
May 14, 2020	26.9	Thursday
May 15, 2020	28.2	Friday
May 18, 2020	27.5	Monday
May 19, 2020	26.5	Tuesday
May 20, 2020	25.3	Wednesday	25.59	25.18	22
May 21, 2020	25.2	Thursday
May 22, 2020	25.2	Friday
May 26, 2020	25.6	Tuesday
May 27, 2020	25.3	Wednesday	28.13	25.29	21
May 28, 2020	25.5	Thursday
May 29, 2020 June 1, 2020	26.0 26.8	Friday Monday
June 2, 2020	28.1	Tuesday

Page 10 of 16

Date	Average	Day	Weekly	Weekly	Week
	Price		Maximum	Minimum
June 3, 2020	29.8	Wednesday	40.17	29.75	20
June 4, 2020	31.2	Thursday
June 5, 2020	34.7	Friday
June 8, 2020	40.2	Monday
June 9, 2020	40.0	Tuesday
June 10, 2020	38.6	Wednesday	44.28	38.62	19
June 11, 2020	40.5	Thursday
June 12, 2020	44.3	Friday
June 15, 2020	41.4	Monday
June 16, 2020	38.7	Tuesday
June 17, 2020	40.1	Wednesday	40.97	40.12	18
June 18, 2020	40.3	Thursday
June 19, 2020	40.8	Friday
June 22, 2020	41.0	Monday
June 23, 2020	40.2	Tuesday
June 24, 2020	39.9	Wednesday	39.93	37.58	17
June 25, 2020	38.9	Thursday
June 26, 2020	38.7	Friday
June 29, 2020	37.6	Monday
June 30, 2020	37.8	Tuesday
July 1, 2020	37.1	Wednesday	40.39	37.11	16
July 2, 2020	38.5	Thursday
July 3, 2020	40.1	Friday
July 6, 2020	39.7	Monday
July 7, 2020	40.4	Tuesday
July 8, 2020	40.7	Wednesday	43.47	39.27	15
July 9, 2020	43.5	Thursday
July 10, 2020	42.0	Friday
July 13, 2020	40.2	Monday
July 14, 2020 July 15, 2020	39.3 40.7	Tuesday Wednesday	41.19	40.29	14
July 16, 2020	40.3	Thursday
July 17, 2020	40.8	Friday
July 20, 2020	40.7	Monday
July 21, 2020	41.2	Tuesday
July 22, 2020	45.5	Wednesday	68.94	45.45	13
July 23, 2020	54.9	Thursday
July 24, 2020	61.2	Friday
July 27, 2020	68.9	Monday
July 28, 2020	68.3	Tuesday
July 29, 2020	65.0	Wednesday	68.87	65.02	12
July 30, 2020	66.7	Thursday
July 31, 2020	66.1	Friday
August 3, 2020	65.5	Monday
August 4, 2020	68.9	Tuesday
August 5, 2020	73.5	Wednesday	74.64	66.82	11
August 6, 2020	74.6	Thursday
August 7, 2020	71.9	Friday
August 10, 2020	69.4	Monday
August 11, 2020	66.8	Tuesday

Page 11 of 16

Date	Average Price	Day	Weekly Maximum	Weekly Minimum	Week
August 12, 2020	65.6	Wednesday	68.96	64.12	10
August 13, 2020	64.7	Thursday
August 14, 2020	64.1	Friday
August 17, 2020	66.6	Monday
August 18, 2020	69.0	Tuesday
August 19, 2020	70.0	Wednesday	78.13	70.04	9
August 20, 2020	71.2	Thursday
August 21, 2020	74.7	Friday
August 24, 2020	78.1	Monday
August 25, 2020	77.3	Tuesday
August 26, 2020	76.6	Wednesday	76.95	70.61	8
August 27, 2020	77.0	Thursday
August 28, 2020	74.3	Friday
August 31, 2020	70.6	Monday
September 1, 2020	71.2	Tuesday			7
September 2, 2020 September 3, 2020	71.4 69.8	Wednesday Thursday	80.31	69.78
September 4, 2020	72.3	Friday
September 7, 2020	75.4	Monday
September 8, 2020	80.3	Tuesday
September 9, 2020	78.6	Wednesday	93.02	78.57	6
September 10, 2020	82.5	Thursday
September 11, 2020	84.4	Friday
September 14, 2020	87.8	Monday
September 15, 2020	93.0	Tuesday
September 16, 2020	97.1	Wednesday	100.79	89.77	5
September 17, 2020	94.2	Thursday
September 18, 2020	99.8	Friday
September 21, 2020	100.8	Monday
September 22, 2020	89.8	Tuesday
September 23, 2020	95.3	Wednesday	100.73	90.37	4
September 24, 2020	90.4	Thursday
September 25, 2020	93.4	Friday
September 28, 2020	100.5	Monday
September 29, 2020	100.7	Tuesday
September 30, 2020	101.0	Wednesday	117.43	101.04	3
October 1, 2020	108.8	Thursday
October 5, 2020	117.4	Monday
October 6, 2020	116.5	Tuesday
October 7, 2020	111.8	Wednesday	120.78	109.67	2
October 8, 2020	110.3	Thursday
October 9, 2020	109.7	Friday
October 12, 2020	113.5	Monday
October 13, 2020	120.8	Tuesday
October 14, 2020	124.6	Wednesday	141.14	124.61	1
October 15, 2020	130.6	Thursday
October 16, 2020	128.9	Friday
October 19, 2020	133.2	Monday
October 20, 2020	141.1	Tuesday

Page 12 of 16

Computation of equity share value of PSML

Valuation Method	Adjusted NAV	Market Price
Value Equity per Share (INR)	17.2	11.2
Weight	90%	10%
Weighted Equity Value per Share (INR)		16.6

Market Price method

Period	Weekly Maximum (Volume weighted)	Weekly Minimum (Volume weighted)	Average of Maximum and Minimum price	Source
26 Weeks	11.4	10.9	11.2	Table B.1
12 Weeks	10.7	10.0	10.4
2 Weeks	10.5	10.1	10.3

As per the pricing formula provided in Regulations 164(1) and 164B of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ('ICDR') to arrive at the value per equity share of the Companies under the market price Method, higher of the above three has been considered. Hence, I have considered INR 11.2 per share. Though, I have adopted this method in case of PSML, considering that the shares of PSML are not frequently traded on stock exchange, I have given very low weight (10%) to this method.

Table B.1

Date	Average Price	Day	Weekly Maximum	Weekly Minimum	Week
May 7, 2020	14.7	Thursday	14.7	14.7	26
May 11, 2020		Monday
May 12, 2020		Tuesday
May 13, 2020		Wednesday	14.0	14.0	25
May 14, 2020		Thursday
May 15, 2020		Friday
May 18, 2020		Monday
May 19, 2020	14.0	Tuesday
May 20, 2020		Wednesday			24
May 21, 2020		Thursday
May 22, 2020		Friday
May 25, 2020		Monday			23
May 26, 2020		Tuesday
May 27, 2020		Wednesday	13.7	13.7	22
May 28, 2020		Thursday
May 29, 2020		Friday
June 2, 2020	13.7	Tuesday
June 8, 2020	13.4	Monday	13.4	12.5	21
June 9, 2020	12.5	Tuesday
June 10, 2020	12.1	Wednesday	12.1	11.0	20
June 11, 2020	11.8	Thursday
June 12, 2020	11.0	Friday
June 15, 2020	10.9	Monday	10.9	10.0	19
June 16, 2020	10.0	Tuesday
June 22, 2020	10.9	Monday	10.9	10.7	18
June 23, 2020	10.7	Tuesday

Page 13 of 16

Date	Average Price	Day	Weekly Maximum	Weekly Minimum	Week
June 24, 2020	11.4	Wednesday	11.4	10.9	17
June 26, 2020	10.9	Friday
June 29, 2020	11.1	Monday
July 1, 2020	10.7	Wednesday	10.7	9.9	16
July 2, 2020	10.3	Thursday
July 3, 2020	9.9	Friday
July 6, 2020	10.1	Monday
July 7, 2020	10.4	Tuesday
July 8, 2020	11.0	Wednesday	11.0	10.4	15
July 9, 2020	10.8	Thursday
July 10, 2020	10.4	Friday
July 13, 2020	11.0	Monday
July 16, 2020	11.4	Thursday	11.4	11.4	14
July 24, 2020	11.4	Friday	11.4	11.4	13
July 27, 2020	11.4	Monday
July 30, 2020	10.8	Thursday	10.8	10.3	12
July 31, 2020	10.3	Friday
August 3, 2020		Monday
August 4, 2020		Tuesday
August 5, 2020		Wednesday	10.3	10.3	11
August 6, 2020		Thursday
August 7, 2020		Friday
August 11, 2020	10.3	Tuesday
August 12, 2020	9.8	Wednesday	11.3	9.8	10
August 13, 2020 August 14, 2020	11.0 11.3	Thursday Friday
August 18, 2020	11.0	Tuesday
August 19, 2020	10.7	Wednesday	10.7	9.7	9
August 20, 2020	10.2	Thursday
August 21, 2020	9.7	Friday
August 24, 2020	9.7	Monday
August 25, 2020	9.7	Tuesday
August 26, 2020	10.4	Wednesday	10.4	9.6	8
August 27, 2020	10.1	Thursday
August 28, 2020	9.6	Friday
August 31, 2020	9.9	Monday
September 1, 2020	10.0	Tuesday
September 7, 2020	10.2	Monday	10.2	10.2	7
September 9, 2020	10.7	Wednesday	10.7	9.7	6
September 10, 2020	10.5	Thursday
September 11, 2020	9.7	Friday
September 14, 2020	10.0	Monday
September 15, 2020	9.7	Tuesday
September 16, 2020	9.5	Wednesday	10.0	9.5	5
September 21, 2020	10.0	Monday

Page 14 of 16

AMIT KUMAR SINGH

REGISTERED VALUER – SECURITIES AND FINANCIAL ASSETS

Date	Average Price	Day	Weekly Maximum	Weekly Minimum	Week
September 23, 2020	11.0	Wednesday	11.9	11.0	4
September 24, 2020	11.5	Thursday
September 25, 2020	11.9	Friday
September 28, 2020	11.9	Monday
September 29, 2020	11.3	Tuesday
September 30, 2020	11.0	Wednesday	11.3	10.2	3
October 1, 2020	11.3	Thursday
October 5, 2020	10.7	Monday
October 6, 2020	10.2	Tuesday
October 7, 2020		Wednesday	10.6	10.2	2
October 8, 2020	10.6	Thursday
October 9, 2020	10.2	Friday
October 13, 2020	10.5	Monday
		Saturday
October 14, 2020	10.0	Wednesday	10.3	10.0	1
October 15, 2020	10.3	Thursday
October 16, 2020		Friday
October 19, 2020	10.3	Monday
October 20, 2020	10.3	Tuesday

Adjusted Net Asset Value method

I have used the adjusted NAV method for valuation, wherein the value of the land, which is the major asset of PSML, has been estimated at current market value using guideline/circle rates. The building being very old, the carrying value of the building has been assumed to be fair value. All other assets and liabilities have been taken at book value to estimate the adjusted NAV. The Following table shows the NAV and Adjusted NAV as of valuation date,

		INR MN
Particulars	Book Value	Fair Value
A. ASSETS
Non Current Assets
Property, Plant and Equipment Note 1	247.4	333.6
Deferred Tax Assets (Net)	22.3	22.3
Other Non-Current Assets	0.1	0.1
Total Non-Current Assets	269.8	356.1
Current Assets
Inventories	0.9	0.9
Financial Assets
(i) Trade Receivables
(ii) Cash and Cash Equivalents	2.2	2.2
(iii) Bank Balances other than (i) above	8.8	8.8
Loans	0.0	-
Current Tax assets	17.0	17.0
Other Current Assets	12.6	12.6
Total Current Assets	41.5	41.5
Total ASSETS	311.3	397.6
B. EQUITY AND LIABILITIES
LIABILITIES
Non-Current Liabilities
Provisions	-	-
Total Non-Current Liabilities	-	-
Current Liabilities
Financial Liabilities
(i) Trade Payables due to
-Micro &Small Enterprises	-	-
-Other than Micro &Small Enterprises (ii) Other Financial Liabilities	57.2 0.0	57.2 0.0
Other Current Liabilities	8.9	8.9
Total -Current Liabilities	66.2	66.2
Adjusted Net Asset Value	245.1	331.4
Total equity Shares ( in MN)	19.2	19.2
NAV per share (in INR)	12.7	17.2

Note 1:

Computation of Adjusted Book Value of Property, Plant and Equipment
Particulars	Net Book Value (INR MN)	Fair Value (INR MN)
Land Note 2	84.6	170.8
Building	63.9	63.9
Computer	0.1	0.1
Furniture & fixtures	0.3	0.3
Plant & machinery	95.6	95.6
Vehicles	0.8	0.8
Electrical & installations	1.1	1.1
Office equipment	0.3	0.3
Lab equipment	0.7	0.7
Total	247.5	333.6

Note 2: for valuation of land I have considered the guideline/circle rates as fair value. The guideline rate is INR 5.02 mn per acre.

Page 16 of 16

A Z R & ASSOCIATES

Chartered Accountants

Dated: 21 October 2020

The Board of Directors,

Indo Count Industries Limited

Office No. 1, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Kolhapur - 416109 Maharashtra, India

AND

Pranavaditya Spinning Mills Limited

2, Plot No. 266, Village Alte Kumbhoj Road, Taluka Hatkanangale Kolhapur Maharashtra -416109 India

Sub: Recommendation of Fair Exchange Ratio for the proposed amalgamation of Pranavaditya Spinning Mills Limited into Indo Count Industries Limited

Ladies and Gentlemen,

We, A Z R & Associates, Chartered Accountants, (hereinafter referred to as the "Valuer" or "AZR" or "We") refer to the engagement letter dated 09 September 2020 wherein we have been retained as Valuer jointly by Indo Count Industries Limited (hereinafter referred to as "ICIL" or "Transferee Company") and Pranavaditya Spinning Mills Limited (hereinafter referred to as "PSML" or "Transferor Company ") for the recommendation of fair exchange ratio for the proposed amalgamation of PSML into ICIL (collectively referred to as the "Clients" or the "Companies") as per the draft Scheme of Amalgamation (referred to as "the Scheme").

Accordingly, we have prepared the Report for recommendation of the fair exchange ratio of equity shares as at 20 October 2020 ("Valuation Date") for the proposed amalgamation of PSML into ICIL ("Proposed Amalgamation").

The fair exchange ratio for the Report refers to number of equity shares of face value of INR 2/- each of ICIL, which would be issued to the equity shareholders of PSML in lieu of number of equity shares of face value INR 10/- each held by them in PSML, pursuant to the Proposed Amalgamation.

Our deliverable for this engagement would be a fair exchange ratio report (the "Report").

Office: L-64 Basement, Lajpar Nagar- II, New Delhi -110 024, Delhi Ph. : +91-11-2982364|M:+91-9999989682 | Email: [email protected] | www.azrindia.com

BACKGROUND, PURPOSE, SCOPE AND DESCRIPTION OF THE REPORT

We understand that the Companies are contemplating the merger in nature of amalgamation of PSML into ICIL. Accordingly, the valuation of equity shares of both the companies is required for compliance with Section 232 of the Companies Act, 2013 ("Purpose").

We further understand that as per the draft Scheme, PSML is proposed to be amalgamated into ICIL. As a consideration for the Proposed Amalgamation, equity shareholders of PSML would be issued equity shares of ICIL, in lieu of their shareholdings in PSML.

For the aforementioned Purpose, the Board of Directors of the Companies have jointly appointed us to recommend a fair exchange ratio, for the issue of ICIL's equity shares to the equity shareholders of PSML, to be placed before the Board of Directors of the Companies.

The scope of our services is to conduct a relative valuation of equity shares of the Companies and report a fair exchange ratio for the Proposed Amalgamation in accordance with internationally accepted valuation standards/methods and valuation standards issued by ICAI Registered Valuer Organisation (RVO).

Valuation Bases

Page 2 of 16

Special Assumption/Aspects Considered in the Report

We have considered the following special assumptions/aspects for the valuation:

(a) Any capital infusion in either of the Companies from the date of our Report till the Proposed Amalgamation becomes effective would not have a material impact on the recommendation of the fair exchange ratio only if (a) it is immaterial or (b) it occurs at or around the fair values as computed in the Report.
(b) Till the Proposed Amalgamation becomes effective, neither Companies would declare any dividends which are materially different from those already factored in the calculations. Similarly, there should not be any other change in capital structure due to buybacks etc., different from those already factored in the calculations, which can impact the recommendation of the fair exchange ratio.
(c) We have been informed that there are no unusual/abnormal events in the Companies since the latest accounts provided to us which would materially impact their operating/financial performance.
(d) In case of PSML, we have been given to understand that the as on Valuation Date the production has been stopped and the workers have availed voluntary retirement scheme (VRS)/separation scheme.

We have relied on the above while arriving at the fair exchange ratio for the Proposed Amalgamation.

The Report is our deliverable for the above engagement.

The Report is subject to the scope, assumptions, qualifications, exclusions, limitations and disclaimers detailed hereinafter. As such, the Report is to be read in totality and not in parts.

SOURCES OF INFORMATION

In connection with this exercise, we have relied upon the following information provided by the Management of the Companies (the "Management")/from public domain. We have been given to understand that the information provided are accurate and that the Management was duly authorised to provide the same.

Historical financial and Market Price information:

− PSML:

Audited financials for years ended 31 March 2020
Unaudited limited review P&L and Balance sheet (without notes) for the 3-month period ended 30 June 2020
Unaudited limited review P&L and Balance sheet (without notes and schedules) for the 6-month period ended 30 Sep 2020
Historical and current trading price and volume of equity shares on stock exchanges
Details of the industrial land situated at Hatkanangale, Village Alate, Maharashtra,
Fixed Assets Register as on the Valuation Date,
Shareholding pattern as at 30 September 2020,
− ICIL:
Unaudited limited view P&L and Balance sheet (without notes and schedules) for the 3-month period ended 30 June 2020

Page 3 of 16

Historical and current trading price and volume of equity shares on stock exchanges
1. Draft Scheme of Amalgamation under Section 230 to 232 of the Companies Act, 2013
1. Other information and explanations as required by us which have been provided by Management.

Besides the above listing, there may be other information provided by the Companies which may not have been perused by us in any detail, if not considered relevant for our defined scope.

The Companies have been provided with the opportunity to review the draft Report (excluding the recommended fair exchange ratio) as part of our standard practice to make sure that factual inaccuracy/omissions are avoided in our Report.

SCOPE LIMITATIONS, ASSUMPTIONS, QUALIFICATIONS, EXCLUSIONS AND DISCLAIMERS

Provision of valuation opinions and consideration of the issues described herein are areas of our regular practice. The services do not represent accounting, assurance, accounting / tax due diligence, consulting or tax related services.

The Report, its contents and the results herein are specific to (i) the purpose of valuation agreed as per the terms of our engagement; (ii) the Report Date, (iii) trading price and volume near the Report Date, and (iii) the unaudited balance sheet of PSML as at 30 September 2020.

We have been informed that the business activities of the ICIL have been carried out in the normal and ordinary course between the Valuation Date and the date of issue of the Report and that no material changes have occurred in their respective operations and financial position during this period. Similarly, we have also been informed that there are no material changes in the position of assets and liabilities of PSML between the 30 September 2020 and the Report Date/ Valuation Date.

The recommendation contained herein is not intended to represent the fair exchange ratio at any time other than the Valuation Date. A valuation of this nature is necessarily based on financial, economic and other conditions in general and industry trends in particular as in effect on and the information made available to us as of, the date hereof. Events occurring after the date hereof may affect the Report and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm the Report.

The recommendation rendered in the Report only represent our recommendation based upon information furnished by the Companies and gathered from public domain (and analysis thereon). Our recommendation should not be used for advising anybody to take buy or sell decision, for which specific opinion needs to be taken from expert advisors.

The determination of exchange ratio is not a precise science and the conclusions arrived at in many cases will, of necessity, be subjective and dependent on the exercise of individual judgement. In the ultimate analysis, valuation will have to be tempered by the exercise of judicious discretion by the valuer and judgment taking into accounts all the relevant factors. There is, therefore, no indisputable single exchange ratio. While we have provided our recommendation of the fair exchange ratio based on the information available to us and within the scope and constraints of our engagement, others may have a different opinion as to the fair exchange ratio of the equity shares of the Companies. The final responsibility for the determination of the fair exchange ratio at which the Proposed Amalgamation shall take place will be with the Board of Directors of the Companies who should take into account other factors such as their own assessment of the Proposed Amalgamation and input of other advisors.

We have assumed that the Proposed Amalgamation will be consummated on the terms set forth in the Scheme document and that the final version of the Scheme Document will not change in any material respect from the draft version we have reviewed for the purpose of the valuation.

Page 4 of 16

A Z R & Associates Chartered Accountants

We have not independently audited or otherwise verified the financial information provided to us. Accordingly, we do not express any opinion or offer any form of assurance regarding the truth and fairness of the financial position as indicated in the financial statements. Our conclusion is based on the information given by/on behalf of the Companies. The Management has indicated to us that they have understood that any omissions, inaccuracies or misstatements may materially affect our valuation analysis/results.

The Report assumes that the Companies comply fully with relevant laws and regulations applicable in all their areas of operations, and that the Companies will be managed in a competent and responsible manner. Further, the Report has given no consideration to matters of a legal nature, including issues of legal title and compliance with local laws, and litigation and other contingent liabilities that are not disclosed in the audited/unaudited balance sheet of the Companies. Our conclusion of value assumes that the assets and liabilities of the Companies, reflected in their respective latest balance sheets remain intact as of the Report Date.

The fee for the engagement is not contingent upon the results reported.

We will not be liable for any losses, claims, damages or liabilities arising out of the actions taken, omissions of or advice given by any other party to the Companies. In no event shall we be liable for any loss, damages, cost or expenses arising in any way from fraudulent acts, misrepresentations or willful default on part of the Companies, their directors, employees or agents.

The Report is subject to the laws of India.

Neither the Report nor its contents may be referred to or quoted in any registration statement, prospectus, offering memorandum, annual report, loan agreement or other agreement or document given to third parties, other than in connection with the Proposed Amalgamation, without our prior written consent. We express no opinion or recommendation as to how the shareholders of either company should vote at any shareholders' meeting(s) to be held in connection with the Proposed Amalgamation.

SHAREHOLDING PATTERN

ICIL

The shareholding pattern of ICIL India as at 30 September 2020 was as follows:

Shareholding pattern	Number of shares	Stake (%)
Promoter and Promoter Group	116,346,750	58.94
Public -Institutional	17,148,816	8.69
Public- Non Institutional	63,904,104	32.37
Total	197,399,670	100.00

Source: Capitaline

Page 5 of 16

PSML

The shareholding pattern of PSML as at 30 September 2020 was as follows:

Shareholding pattern	Number of shares	Stake (%)
Promotor & Promoter Group	14,341,280	74.53
Public- Institutional	-	-
Public- Non Institutional	4,900,000	25.47
Total	19,241,280	100.00

Source: Capitaline

APPROACH - FAIR EXCHANGE RATIO FOR THE PROPOSED AMALGAMATION

1. Market Approach
a) Market Price method
b) Comparable Companies' Multiples method
1. Income Approach: Discounted Cash Flow (DCF) method
1. Cost Approach: Net Asset Value method

It should be understood that the valuation of any company or its assets is inherently subjective and is subject to certain uncertainties and contingencies, all of which are difficult to predict and are beyond our control. In performing our analysis, we made numerous assumptions with respect to industry performance and general business and economic conditions, many of which are beyond the control of the Companies. In addition, this valuation will fluctuate with changes in prevailing market conditions, the conditions and prospects, financial and otherwise, of the Companies, and other factors which generally influence the valuation of the Companies.

The application of any particular method of valuation depends on the purpose for which the valuation is done. Although different values may exist for different purposes, it cannot be too strongly emphasized that a valuer can only arrive at one value for one purpose. Our choice of methodology of valuation has been arrived at by using usual and conventional methodologies adopted for mergers of a similar nature and our reasonable judgment, in an independent and bona fide manner based on previous experiences of assignments of a similar nature.

Market Price method

Page 6 of 16

The Pricing formula provided in Regulations 164 (1) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ('ICDR') in pricing of preferential issue, incase of frequently traded shares, has been considered for arriving at the value per equity share of the Companies under the market price Method. Though, we have adopted this method in case of PSML, considering that the shares of PSML are not frequently traded on stock exchange, we have given very low weight to this method.

The market price is considered as higher of following:

(a) average of the weekly high and low of the volume weighted average price during the 26 weeks preceding 20 October 2020; or
(b) average of weekly high and low of the volume weighted average price during the 2 weeks preceding 20 October 2020

a) the average of the weekly high and low of the volume weighted average price of the related equity shares quoted on the recognised stock exchange during the twelve weeks preceding the relevant date; or
b) the average of the weekly high and low of the volume weighted average prices of the related equity shares quoted on a recognised stock exchange during the two weeks preceding the relevant date

Therefore, we have also considered higher of following for determination of the Market Price:

(a) higher of average of the weekly high and low of the volume weighted average price during the 12 weeks preceding 20 October 2020 and average of weekly high and low of the volume weighted average price during the 2 weeks preceding 20 October 2020
(b) higher of average of the weekly high and low of the volume weighted average price during the 26 weeks preceding 20 October 2020 and average of weekly high and low of the volume weighted average price during the 2 weeks preceding 20 October 2020

Comparable Companies' Multiples ("CCM") method

Page 7 of 16

Discounted Cash Flows ("DCF") method

Using the DCF analysis involves determining the following:

Estimating future free cash flows:

Free cash flows are the cash flows expected to be generated by the company that are available to the providers of the company's equity capital, factoring in the minimum solvency required as per law.

Appropriate discount rate to be applied to cash flows i.e. the cost of equity:

Net Asset Value ("NAV") method

MAJOR FACTORS THAT WERE TAKEN INTO ACCOUNT DURING VALUATION

Latest shareholding pattern of the Companies
Trading volume and market price of the shares of the Companies
Fair value of the assets of PSML

BASIS FOR FAIR EXCHANGE RATIO FOR THE PROPOSED AMALGAMTION

The basis for the fair exchange ratio of the Proposed Amalgamation would have to be determined after taking into consideration all the factors and methods mentioned hereinabove. Though different values have been arrived at under each of the above methods considered, for the purposes of recommending the fair exchange ratio of equity shares, it is necessary to arrive at a final value for both Companies' shares. It is however important to note that in doing so, we are attempting to arrive at the relative values of the Companies to facilitate the determination of the fair exchange ratio. For this purpose, it is necessary to give appropriate weights to the values arrived at under each approach /method.

We have independently applied methods discussed above, as considered appropriate and arrived at value per share of the Companies.

The computation of fair exchange ratio for the Proposed Amalgamation is tabulated below:

Page 8 of 16

	ICIL			PSML
Valuation approach	Weight	Value per equity share (INR)	Weight (%)	Value per equity share (INR)
Cost Approach: NAV Method*	NA	0%	90%	17.2
Income Approach: DCF Method**	NA	0%	NA	0%
Market Approach: Market Price Method***	100%	124.1	10%	11.2
Relative Value per Share		124.1		16.6
Fair exchange ratio (Rounded off)			2:15

NA= Not Applicable

* We have not used NAV method of Cost Approach in case of ICIL as its shares are frequently traded on stock exchanges. However, in case of PSML, we have used NAV method and given higher weight to it as the shares of PSML are traded infrequently on the stock exchange.

** We have not considered the DCF method as the Companies are listed on the Stock Exchanges and information related to the future profit and loss account, balance sheet and cash flows is price sensitive and not made available to us.

***We have used only Market Price method in case of ICIL as its shares are frequently traded on stock exchanges. In case of PSML though we have used Market Price method, we have given very low weight to it as the shares of PSML are traded infrequently on the stock exchange.

Detailed workings are given in Annexure A.

In light of the above, and on a consideration of all the relevant factors and circumstances as discussed and outlined hereinabove, we recommend the following fair exchange ratio for the Proposed Amalgamation:

2 equity shares of ICIL of INR 2/- each fully paid-up for every 15 equity shares of PSML of INR10/- each fully paid-up.

Respectfully submitted,

CA Amit K Singh, Managing Partner A Z R & Associates (Chartered Accountants) FRN: 027550N

Annexure A

A. Computation of equity share value of ICIL

Market Price method

Period	Weekly Maximum (Volume weighted)	Weekly Minimum (Volume weighted)	Average of Maximum and Minimum price	Source
				Table
26 Weeks	63.4	56.3	59.8	A.1
12 Weeks	93.5	83.4	88.4
2 Weeks	131.0	117.1	124.1

Table A.1

Date	Average Price	Day	Weekly Maximum	Weekly Minimum	Week
April 22, 2020	28.0	Wednesday	28.86	27.08	26
April 23, 2020	28.9	Thursday
April 24, 2020	27.7	Friday
April 27, 2020	27.1	Monday
April 28, 2020	28.3	Tuesday
April 29, 2020	29.5	Wednesday	29.61	27.19	25
April 30, 2020	29.6	Thursday
May 4, 2020	28.3	Monday
May 5, 2020	27.2	Tuesday
May 6, 2020	25.9	Wednesday	25.93	24.32	24
May 7, 2020	25.4	Thursday
May 8, 2020	24.8	Friday
May 11, 2020	24.3	Monday
May 12, 2020	24.4	Tuesday
May 13, 2020	25.6	Wednesday	28.2	25.63	23
May 14, 2020	26.9	Thursday
May 15, 2020	28.2	Friday
May 18, 2020	27.5	Monday
May 19, 2020	26.5	Tuesday
May 20, 2020	25.3	Wednesday	25.59	25.18	22
May 21, 2020	25.2	Thursday
May 22, 2020	25.2	Friday
May 26, 2020	25.6	Tuesday
May 27, 2020	25.3	Wednesday	28.13	25.29	21
May 28, 2020	25.5	Thursday
May 29, 2020	26.0	Friday
June 1, 2020	26.8	Monday
June 2, 2020	28.1	Tuesday

Page 10 of 16

Date	Average Price	Day	Weekly Maximum	Weekly Minimum	Week
June 3, 2020	29.8	Wednesday	40.17	29.75	20
June 4, 2020	31.2	Thursday
June 5, 2020	34.7	Friday
June 8, 2020	40.2	Monday
June 9, 2020	40.0	Tuesday
June 10, 2020	38.6	Wednesday	44.28	38.62	19
June 11, 2020	40.5	Thursday
June 12, 2020	44.3	Friday
June 15, 2020	41.4	Monday
June 16, 2020	38.7	Tuesday
June 17, 2020	40.1	Wednesday	40.97	40.12	18
June 18, 2020	40.3	Thursday
June 19, 2020	40.8	Friday
June 22, 2020	41.0	Monday
June 23, 2020	40.2	Tuesday
June 24, 2020	39.9	Wednesday	39.93	37.58	17
June 25, 2020	38.9	Thursday
June 26, 2020	38.7	Friday
June 29, 2020	37.6	Monday
June 30, 2020	37.8	Tuesday
July 1, 2020	37.1	Wednesday	40.39	37.11	16
July 2, 2020	38.5	Thursday
July 3, 2020	40.1	Friday
July 6, 2020 July 7, 2020	39.7 40.4	Monday Tuesday
July 8, 2020	40.7	Wednesday	43.47	39.27	15
July 9, 2020	43.5	Thursday
July 10, 2020	42.0	Friday
July 13, 2020	40.2	Monday
July 14, 2020	39.3	Tuesday
July 15, 2020	40.7	Wednesday	41.19	40.29	14
July 16, 2020	40.3	Thursday
July 17, 2020	40.8	Friday
July 20, 2020	40.7	Monday
July 21, 2020	41.2	Tuesday
July 22, 2020	45.5	Wednesday	68.94	45.45	13
July 23, 2020	54.9	Thursday
July 24, 2020	61.2	Friday
July 27, 2020	68.9	Monday
July 28, 2020	68.3	Tuesday
July 29, 2020	65.0	Wednesday	68.87	65.02	12
July 30, 2020	66.7	Thursday
July 31, 2020	66.1	Friday
August 3, 2020	65.5	Monday
August 4, 2020	68.9	Tuesday
August 5, 2020	73.5	Wednesday	74.64	66.82	11
August 6, 2020	74.6	Thursday
August 7, 2020	71.9	Friday
August 10, 2020	69.4	Monday
August 11, 2020	66.8	Tuesday

Page 11 of 16

A Z R & Associates

Chartered Accountants

Date	Average Price	Day	Weekly Maximum	Weekly Minimum	Week
August 12, 2020	65.6	Wednesday	68.96	64.12	10
August 13, 2020	64.7	Thursday
August 14, 2020	64.1	Friday
August 17, 2020	66.6	Monday
August 18, 2020	69.0	Tuesday
August 19, 2020	70.0	Wednesday	78.13	70.04	9
August 20, 2020	71.2	Thursday
August 21, 2020	74.7	Friday
August 24, 2020	78.1	Monday
August 25, 2020	77.3	Tuesday
August 26, 2020	76.6	Wednesday	76.95	70.61	8
August 27, 2020	77.0	Thursday
August 28, 2020	74.3	Friday
August 31, 2020	70.6	Monday
September 1, 2020	71.2	Tuesday
September 2, 2020	71.4	Wednesday	80.31	69.78	7
September 3, 2020	69.8	Thursday
September 4, 2020	72.3	Friday
September 7, 2020	75.4	Monday
September 8, 2020	80.3	Tuesday
September 9, 2020	78.6	Wednesday	93.02	78.57	6
September 10, 2020	82.5	Thursday
September 11, 2020	84.4	Friday
September 14, 2020	87.8	Monday
September 15, 2020	93.0	Tuesday
September 16, 2020	97.1	Wednesday	100.79	89.77	5
September 17, 2020	94.2	Thursday
September 18, 2020	99.8	Friday
September 21, 2020	100.8	Monday
September 22, 2020	89.8	Tuesday
September 23, 2020	95.3	Wednesday	100.73	90.37	4
September 24, 2020	90.4	Thursday
September 25, 2020	93.4	Friday
September 28, 2020	100.5	Monday
September 29, 2020	100.7	Tuesday
September 30, 2020	101.0	Wednesday	117.43	101.04	3
October 1, 2020	108.8	Thursday
October 5, 2020	117.4	Monday
October 6, 2020	116.5	Tuesday
October 7, 2020	111.8	Wednesday	120.78	109.67	2
October 8, 2020	110.3	Thursday
October 9, 2020	109.7	Friday
October 12, 2020	113.5	Monday
October 13, 2020	120.8	Tuesday
October 14, 2020	124.6	Wednesday	141.14	124.61	1
October 15, 2020	130.6	Thursday
October 16, 2020	128.9	Friday
October 19, 2020	133.2	Monday
October 20, 2020	141.1	Tuesday

Page 12 of 16

B. Computation of equity share value of PSML

Valuation Method	Adjusted NAV	Market Price
Value Equity per Share (INR)	17.2	11.2
Weight	90%	10%
Weighted Equity Value per Share (INR)	16.6

Market Price method

Period	Weekly Maximum (Volume weighted)	Weekly Minimum (Volume weighted)	Average of Maximum and Minimum price	Source
26 Weeks	11.4	10.9	11.2	Table B.1
12 Weeks	10.7	10.0	10.4
2 Weeks	10.5	10.1	10.3

As per the pricing formula provided in Regulations 164(1) and 164B of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ('ICDR') to arrive at the value per equity share of the Companies under the market price Method, higher of the above three has been considered. Hence, we have considered INR 11.2 per share. Though, we have adopted this method in case of PSML, considering that the shares of PSML are not frequently traded on stock exchange, we have given very low weight (10%) to this method.

Table B.1

Date	Average Price	Day	Weekly Maximum	Weekly Minimum	Week
May 7, 2020	14.7	Thursday	14.7	14.7	26
May 11, 2020		Monday
May 12, 2020		Tuesday
May 13, 2020		Wednesday	14.0	14.0	25
May 14, 2020		Thursday
May 15, 2020		Friday
May 18, 2020		Monday
May 19, 2020	14.0	Tuesday
May 20, 2020		Wednesday			24
May 21, 2020		Thursday
May 22, 2020		Friday
May 25, 2020		Monday			23
May 26, 2020		Tuesday
May 27, 2020		Wednesday	13.7	13.7	22
May 28, 2020		Thursday
May 29, 2020		Friday
June 2, 2020	13.7	Tuesday
June 8, 2020	13.4	Monday	13.4	12.5	21
June 9, 2020	12.5	Tuesday
June 10, 2020	12.1	Wednesday	12.1	11.0	20
June 11, 2020	11.8	Thursday
June 12, 2020	11.0	Friday
June 15, 2020	10.9	Monday	10.9	10.0	19
June 16, 2020	10.0	Tuesday
June 22, 2020	10.9	Monday	10.9	10.7	18
June 23, 2020	10.7	Tuesday

Page 13 of 16

A Z R & Associates Chartered Accountants

Date	Average Price	Day	Weekly Maximum	Weekly Minimum	Week
June 24, 2020	11.4	Wednesday	11.4	10.9	17
June 26, 2020	10.9	Friday
June 29, 2020	11.1	Monday
July 1, 2020	10.7	Wednesday	10.7	9.9	16
July 2, 2020	10.3	Thursday
July 3, 2020	9.9	Friday
July 6, 2020	10.1	Monday
July 7, 2020	10.4	Tuesday
July 8, 2020	11.0	Wednesday	11.0	10.4	15
July 9, 2020	10.8	Thursday
July 10, 2020	10.4	Friday
July 13, 2020	11.0	Monday
July 16, 2020	11.4	Thursday	11.4	11.4	14
July 24, 2020	11.4	Friday	11.4	11.4	13
July 27, 2020	11.4	Monday
July 30, 2020	10.8	Thursday	10.8	10.3	12
July 31, 2020	10.3	Friday
August 3, 2020		Monday
August 4, 2020		Tuesday
August 5, 2020 August 6, 2020		Wednesday Thursday	10.3	10.3	11
August 7, 2020		Friday
August 11, 2020	10.3	Tuesday
August 12, 2020	9.8	Wednesday	11.3	9.8	10
August 13, 2020	11.0	Thursday
August 14, 2020	11.3	Friday
August 18, 2020	11.0	Tuesday
August 19, 2020	10.7	Wednesday	10.7	9.7	9
August 20, 2020	10.2	Thursday
August 21, 2020	9.7	Friday
August 24, 2020	9.7	Monday
August 25, 2020	9.7	Tuesday
August 26, 2020	10.4	Wednesday	10.4	9.6	8
August 27, 2020	10.1	Thursday
August 28, 2020	9.6	Friday
August 31, 2020	9.9	Monday
September 1, 2020	10.0	Tuesday
September 7, 2020	10.2	Monday	10.2	10.2	7
September 9, 2020	10.7	Wednesday	10.7	9.7	6
September 10, 2020 September 11, 2020	10.5 9.7	Thursday Friday
September 14, 2020	10.0	Monday
September 15, 2020	9.7	Tuesday
September 16, 2020	9.5	Wednesday	10.0	9.5	5
September 21, 2020	10.0	Monday

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A Z R & Associates

Chartered Accountants

Page 15 of 16

Date	Average Price	Day	Weekly Maximum	Weekly Minimum	Week
September 23, 2020	11.0	Wednesday	11.9	11.0	4
September 24, 2020	11.5	Thursday
September 25, 2020	11.9	Friday
September 28, 2020	11.9	Monday
September 29, 2020	11.3	Tuesday
September 30, 2020	11.0	Wednesday	11.3	10.2	3
October 1, 2020	11.3	Thursday
October 5, 2020	10.7	Monday
October 6, 2020	10.2	Tuesday
October 7, 2020		Wednesday	10.6	10.2	2
October 8, 2020	10.6	Thursday
October 9, 2020	10.2	Friday
October 13, 2020	10.5	Monday
		Saturday
October 14, 2020	10.0	Wednesday	10.3	10.0	1
October 15, 2020	10.3	Thursday
October 16, 2020		Friday
October 19, 2020	10.3	Monday
October 20, 2020	10.3	Tuesday

Adjusted Net Asset Value method

We have used the adjusted NAV method for valuation, wherein the value of the land, which is the major asset of PSML, has been estimated at current market value using guideline/circle rates. The building being very old, the carrying value of the building has been assumed to be fair value. All other assets and liabilities have been taken at book value to estimate the adjusted NAV. The Following table shows the NAV and Adjusted NAV as of valuation date,

		INR MN
Particulars	Book Value	Fair Value
A. ASSETS
Non Current Assets
Property, Plant and Equipment Note 1	247.4	333.6
Deferred Tax Assets (Net)	22.3	22.3
Other Non-Current Assets	0.1	0.1
Total Non-Current Assets	269.8	356.1
Current Assets
Inventories	0.9	0.9
Financial Assets
(i) Trade Receivables
(ii) Cash and Cash Equivalents	2.2	2.2
(iii) Bank Balances other than (i) above	8.8	8.8
Loans	0.0	-
Current Tax assets	17.0	17.0
Other Current Assets	12.6	12.6
Total Current Assets	41.5	41.5
Total ASSETS	311.3	397.6
B. EQUITY AND LIABILITIES
LIABILITIES
Non-Current Liabilities
Provisions	-	-
Total Non-Current Liabilities	-	-
Current Liabilities
Financial Liabilities
(i) Trade Payables due to
-Micro &Small Enterprises	-	-
-Other than Micro &Small Enterprises	57.2	57.2
(ii) Other Financial Liabilities	0.0	0.0
Other Current Liabilities	8.9	8.9
Total -Current Liabilities	66.2	66.2
Adjusted Net Asset Value	245.1	331.4
Total equity Shares ( in MN)	19.2	19.2
NAV per share (in INR)	12.7	17.2

Note 1:

Computation of Adjusted Book Value of Property, Plant and Equipment
Particulars	Net Book Value (INR MN)	Fair Value (INR MN)
Land Note 2	84.6	170.8
Building	63.9	63.9
Computer	0.1	0.1
Furniture & fixtures	0.3	0.3
Plant & machinery	95.6	95.6
Vehicles	0.8	0.8
Electrical & installations	1.1	1.1
Office equipment	0.3	0.3
Lab equipment	0.7	0.7
Total	247.5	333.6

Note 2: for valuation of land we have considered the guideline/circle rates as fair value. The guideline rate is INR 5.02 mn per acre.

Page 16 of 16

Ernst & Young Merchant Banking Services LLP 12th Floor, The Ruby, 29 Senapati Bapat Marg, Dadar West, Mumbai - 400 028, India

Tel: +91 22 61920000 ey.com

21 October 2020

The Board of Directors Indo Count Industries Limited Office No. 1, Plot No. 266 Alte, Kumbhoj Road, Hatkanangale, Kolhapur Maharashtra – 416 109

Sub: Fairness opinion on the fair exchange ratio recommended by A Z R & Associates, Chartered Accountants for the proposed merger of Pranavaditya Spinning Mills Limited into Indo Count Industries Limited

Dear Sir/Madam,

We refer to the engagement letter dated 1 October 2020 with Ernst & Young Merchant Banking Services LLP (hereinafter referred to as "we" or "EY" or "us"), wherein Indo Count Industries Limited (hereinafter referred to as "you" or "Client" or "ICIL") has requested us to provide a fairness opinion on fair exchange ratio recommended by A Z R & Associates, Chartered Accountants ("Independent Valuer") as at 20 October 2020 ("Valuation Date") for the proposed merger of Pranavaditya Spinning Mills Limited ("PSML") into ICIL (together PSML and ICIL are referred to as "Companies").

SCOPE AND PURPOSE OF THIS REPORT

We understand that the Board of Directors of the Companies are evaluating the merger between the Companies ("Proposed Merger"), under a Scheme of Amalgamation, under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme"). Under the Scheme, the Board of Directors of the Companies would merge PSML into ICIL.

As a consideration for this Proposed Merger, equity shareholders of PSML would be issued equity shares of ICIL in lieu of their shareholding in PSML.

In this connection, the Client has engaged EY to provide fairness opinion on share exchange ratio for the Proposed Merger as proposed by A Z R & Associates, Chartered Accountants for the Proposed Merger.

This fairness opinion report ("Report") is our deliverable in respect of the above engagement.

This Report is subject to the scope, assumptions, exclusions, limitations and disclaimers detailed hereinafter. As such the Report is to be read in totality, and not in parts, in conjunction with the relevant documents referred to therein.

This Report has been issued only for the purpose of facilitating the Proposed Merger and should not be used for any other purpose.

SOURCES OF INFORMATION

In connection with this exercise, we have received the following information from the management of ICIL ("Management") / obtained from public domain:

· Draft and Final report from A Z R & Associates, Chartered Accountants, Independent Valuer titled "Recommendation of Fair Exchange Ratio for the proposed amalgamation of Pranavaditya Spinning Mills Limited into Indo Count Industries Limited" dated 20 October 2020 and 21 October 2020 respectively
· Draft Scheme of Arrangement for the Proposed Merger
· Annual report for years ended 31 March 2018 to 31 March 2020 for ICIL and PSML
· Unaudited consolidated financial statements of ICIL for quarter ended 30 June 2020
· Unaudited financial statements of PSML for half-year ended 30 September 2020
· Shareholding pattern as at 30 September 2020;
· Details of the industrial land of PSML situated at Hatkanangale, Village Alte, Maharashtra.
· Fixed Assets Register of PSML as on 30 September 2020;
· Details of contingent liabilities as at 30 September 2020 and confirmation that there is no material change in contingent liabilities from 30 September 2020 till Report date for PSML;
· Background information provided through emails or during discussions.

We have also obtained further explanations and information considered reasonably necessary for our exercise, from the Management.

PROCEDURES ADOPTED

In connection with this exercise, we have adopted the following procedures to carry out the valuation:

· Requested and received financial and qualitative information
· Obtained data available in public domain
· Discussions (over calls) with the Management to:
· Understand the business and fundamental factors that affect its earning-generating capability including strengths, weaknesses, opportunity and threats analysis and historical financial performance of the Companies
· Undertook Industry Analysis:
· Research publicly available market data including economic factors and industry trends that may impact the valuation
· Analysis of key trends and valuation multiples of comparable companies/comparable transactions using:
- o Proprietary databases subscribed by us
· Selection of internationally accepted valuation methodology/(ies) as considered appropriate by us
· We have had discussions with A Z R & Associates, Chartered Accountants, on such matters we believed were necessary or appropriate for the purpose of issuing this opinion

STATEMENT OF LIMITING CONDITIONS

Provision of fairness opinions and consideration of the issues described herein are areas of our regular valuation practice. The services do not represent accounting, assurance, accounting / tax due diligence, consulting or tax related services that may otherwise be provided by us or our affiliates.

The user to which this fairness opinion is addressed should read the basis upon which the Report has been prepared and be aware of the potential for later variations in value due to factors that are unforeseen at the Valuation Date. Due to possible changes in market forces (including prevailing quoted prices) and circumstances, this opinion can only be regarded as relevant as at the Valuation Date.

This document has been prepared for the purposes stated herein and should not be relied upon for any other purpose. Our Report is restricted for the purpose indicated in the engagement letter. This restriction does not preclude the Client from providing a copy of the report to thirdparty advisors whose review would be consistent with the intended use. We do not take any responsibility for the unauthorized use of this Report.

While our work has involved an analysis of financial information and accounting records, our engagement does not include an audit in accordance with generally accepted auditing standards of the client existing business records. Accordingly, we express no audit opinion or any other form of assurance on this information.

The valuation has been performed on the provisional unaudited balance sheets of ICIL as of 30 June 2020 and PSML as of 30 September 2020 as provided by Management.

We have been informed that the business activities of Companies have been carried out in the normal and ordinary course between 30 September 2020 and the Report date and that no material changes have occurred in their respective operations and financial position between 30 September 2020 and the Report date.

The Client and its Management warranted to us that the information they supplied was complete, accurate and true and correct to the best of their knowledge. We have relied upon the representations of the Client, their Management and other third parties, if any, concerning the financial data, operational data and other information, except as specifically stated to the contrary in the report. We shall not be liable for any loss, damages, cost or expenses arising from fraudulent acts, misrepresentations, or wilful default on part of the companies, their directors, employee or agents.

Providing fairness opinion is not a precise science and the conclusions arrived at in many cases will, of necessity, be subjective and dependent on the exercise of individual judgement. In the ultimate analysis, our opinion will have to be tempered by the exercise of judicious discretion and judgment taking into accounts all the relevant factors. There is, therefore, no indisputable single equity share exchange ratio.

The final responsibility for the determination of the equity share exchange ratio at which the Proposed Merger shall take place will be with the Board of Directors of the Companies who should take into account other factors such as their own assessment of the Proposed Merger and input of other advisors.

We have assumed that the merger will be consummated on the terms set forth in the Scheme Document and that the final version of the Scheme Document will not change in any material respect from the draft version we have reviewed for the purpose of this opinion.

We have also relied on data from external sources to conclude the fairness opinion. These sources are believed to be reliable and therefore, we assume no liability for the truth or accuracy of any data, opinions or estimates furnished by others that have been used in this analysis. Where we have relied on data, opinions or estimates from external sources, reasonable care has been taken to ensure that such data has been correctly extracted from those sources and /or reproduced in its proper form and context.

EY is not aware of any contingency, commitment or material issue which could materially affect the Companies' economic environment and future performance and therefore, the fair value of the Companies.

The Report assumes that the Companies comply fully with relevant laws and regulations applicable in its area of operations and usage unless otherwise stated, and that the Companies will be managed in a competent and responsible manner. Further, as specifically stated to the contrary, this Report has given no consideration to matters of a legal nature, including issues of legal title and compliance with local laws, and litigations and other contingent liabilities that are not recorded/reflected in the balance sheet/fixed assets register provided to us.

The Report does not address the relative merits of the Proposed Merger as compared with any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available.

The fee for the Report is not contingent upon the results reported.

Neither the Report nor its contents may be referred to or quoted in any registration statement, prospectus, offering memorandum, annual report, loan agreement or other agreement or document given to third parties, other than in connection with the proposed Scheme of Amalgamation, without our prior written consent. In addition, this Report does not in any manner address the prices at which equity shares of the Companies will trade following announcement of the Proposed Merger and we express no opinion or recommendation as to how the shareholders of either company should vote at any shareholders' meeting(s) to be held in connection with the Proposed Merger.

The fairness opinion is governed by concept of materiality.

We owe responsibility to only to the Board of Directors of the Client that has appointed us under the terms of the engagement letters. We will not be liable for any losses, claims, damages or liabilities arising out of the actions taken, omissions or advice given by any other person.

BACKGROUND

Indo Count Industries Limited

ICIL manufactures and sells home textile products in India. ICIL also produces cotton yarns and bed linens. It exports its products to more than 50 countries in the world. It was founded in 1988 and is headquartered in Mumbai, India. The equity shares of ICIL are listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"). For the financial year ended 31 March 2020, ICIL reported consolidated revenues from operations of INR 20,801.3 million and consolidated profit after tax of INR 731.0 million.

The shareholding pattern is as follows:

Shareholding Pattern as on 30 September 2020	No of Shares	% Shareholding
Promoter & Group	116,346,750	58.94%
Public – Institutions	17,148,816	8.69%
Public – Non- Institutions	63,904,104	32.37%
Grand Total	197,399,670	100.00%

Source: BSE filings

Pranavaditya Spinning Mills Limited

PSML manufactures and sells cotton and synthetic yarns in India. PSML was incorporated in 1990 and is based in Mumbai, India. During the year, all the workers of PSML have availed for Voluntary Retirement Scheme/ Separation Scheme (VRS/SS) and currently the production in the factory has stopped. ICIL holds 74.53% stake in PSML and remaining is held by public shareholders. The equity shares of PSML are listed on BSE. For the financial year ended 31 March 2020, PSML reported revenues from operations of INR 694.1 million and net loss after tax of INR 26.8 million.

Shareholding Pattern as on 30 September 2020	No of Shares	% Shareholding
Promoter & Group	14,341,280	74.53%
Public – Non- Institutions	4,900,000	25.47%
Grand Total	19,241,280	100.00%

The shareholding pattern is as follows:

Source: BSE filings

APPROACH - BASIS OF DETERMINATION OF THE SHARE EXCHANGE RATIO FOR THE PROPOSED MERGER

The Independent Valuer has recommended the following share exchange ratio for the Proposed Merger:

· 2 (Two) equity shares of INR 2/- each fully paid up of ICIL for every 15 (Fifteen) equity shares of PSML of INR 10/- each fully paid up.

OUR COMMENT ON THE INDEPENDENT VALUER'S REPORT

Based on our independent calculation and on consideration of all the relevant factors and circumstances, we believe that the share exchange ratio as recommended by the Independent Valuer, as stated above in our opinion is fair to the equity shareholders of ICIL.

It should be noted that we have examined only the fairness of the share exchange ratio for the Proposed Merger only for the Board of Directors/shareholders of ICIL and have not examined any other matter including economic rationale of the transfer per se or accounting and tax matters involved in the Proposed Merger.

Respectfully submitted,

Ernst & Young Merchant Banking Services LLP

Navin Vohra Partner

Saffron Capital Advisors Private Limited

605, Sixth Floor, Centre Point, Andheri Kurla Road J.B. Nagar, Andheri (East), Mumbai - 400059 Tel.: +91-22-40820912 | Fax: +91-22-40820999 Email: [email protected] Website: www.saffronadvisor.com CIN No.: U67120MH2007PTC166711

Date: October 21, 2020

To,

The Board of Directors Pranavaditya Spinning Mills Limited Office No. 2, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Kolhapur, Maharashtra, 416109

Dear Members of the board,

1. Engagement Background

We Understand that the Board of Directors of Pranavaditya Spinning Mills Limited ("PSML" or the "Transferor Company") and Indo Count Industries Limited ("ICIL" or the "Transferee Company") are contemplating the amalgamation by way of Merger by Absorption of the Transferor Company with the Transferee Company ("Amalgamation") under a Scheme of Amalgamation and Arrangement under the provisions of Sections 230-232 read with other applicable provisions of the companies act, 2013 and rules framed thereunder. As a consideration for this Proposed Merger, equity shareholders of Transferor Company would be issued equity shares of Transferee Company in lieu of their shareholding in Transferor Company.

The broad terms and conditions of the proposed mergers are more fully set out in the draft scheme document shared with us on October 15, 2020, the final version of which will be filed by the aforementioned companies with the appropriate authorities.

We understand that the Valuation as well as the swap ratio thereof is based on the Valuation Certificate dated October 21, 2020 issued by A Z R & Associates, Chartered Accountants, signed by CA Amit K Singh, Managing Partner, FRN: 027550N ("Valuer").

We, Saffron Capital Advisors Private Limited, a SEBI registered Category-I Merchant Banker, have been engaged by Transferor Company to give a fairness opinion ("Opinion") on Valuation Certificate dated October 21, 2020 issued by the valuer.

2. Background of the companies and Rationale

The Transferor Company is a public company, limited by shares, incorporated under the Companies Act, 1956, under corporate identification number (CIN) L17119PN1990PLC058139 and having its registered office at Office No. 2, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale,

Registered Office: H-130, Bhoomi Green, Raheja Estate, Kulupwadi, Borivali (East), Mumbai-400 066/ SEBI Registration No: INM000011211

Kolhapur – 416109, Maharashtra, India. The equity shares of the Transferor Company are listed on the BSE Limited. The Transferor Company is a subsidiary of the Transferee Company. The Transferor Company is authorised to carry on the inter alia the business of manufacturing of cotton yarn.

The Transferee Company is a public company, limited by shares, incorporated under the Indian Companies Act, 1956, under corporate identification number (CIN) L72200PN1988PLC068972 and having its registered office at Office No. 1, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Kolhapur - 416109 Maharashtra, India. The Transferee Company was incorporated in the year 1999 as Vishnu Aluminium Limited and subsequently, name was changed to Indo Count Industries Limited. The equity shares of the Transferee Company are listed on the BSE Limited and National Stock Exchange of India Limited (together the "Stock Exchanges"). The Transferee Company holds 1,43,41,280 equity shares of Rs 10/- each of the Transferor Company constituting 74.53% of the total paid up equity share capital of the Transferor Company.

The Amalgamation of the Transferor Company with the Transferee Company is sought to be undertaken to achieve the following:

(a) Consolidation of the Transferor Company and the Transferee Company will achieve simplified corporate structure, rationalise the number of listed entities and result in a single listed entity with combined businesses.
(b) Provide an opportunity to leverage combined assets and build a stronger sustainable business. Specifically, it will also enable optimal utilization of existing resources which are in excess of the current business requirements of the Transferor Company and provide an opportunity to fully leverage assets, capacities, experience and infrastructure of the Transferor Company and Transferee Company.
(c) Reducing managerial overlaps involved in operating multiple entities, enable cost savings and effective utilization of valuable resources which will enhance the management focus thereby leading to increase in operational and management efficiency; integrate business functions; eliminate duplication and rationalization of administrative expenses.
(d) Synchronization of efforts to achieve uniform corporate policy, greater integration and greater financial strength and flexibility for the Transferee Company.
(e) Better value creation for the shareholders of both the companies enabling the public shareholders to hold shares of the combined listed entity.
(f) Upon completion of the amalgamation, the Transferor Company will be dissolved. Consequently, there would be lesser regulatory and legal compliance obligations including accounting, reporting requirements, statutory and internal audit compliance requirements, tax filings, company law compliances, Stock Exchange compliances etc. and therefore reduction in administrative costs.

3. Key Features of the Scheme of Amalgamation and Arrangement

The key features of the scheme provided to us through Draft Scheme Document are as under:

a) Upon the Scheme becoming effective, in consideration of the amalgamation of the Transferor Company, Transferee Company shall without any further application or deed, issue and allot its equity shares at par credited as fully paid up, as per the swap-ratio provided by the valuation report of the registered valuer and valuation report of chartered accountants and the fairness opinion provided by merchant banker, to the members of Transferor Company, holding equity shares in Transferor Company and whose names appear in the Register of Members/Depository Participant on the Record Date or to such of their respective heirs, executors, administrators or other legal representative or other successors in title as may be recognized by the respective Board of Directors in the following manner:

b) If, applying the Share Exchange Ratio, a person eligible to receive new shares of the Transferee Company pursuant to the Scheme, becomes entitled to receive any fractional equity shares of Transferee Company (a "fractional entitlement"), such person shall be entitled to receive instead of such fractional entitlement, equity shares of the Transferee Company as follows:

(a) if the fractional entitlement is less than 0.5 (zero point five) it shall be rounded down so that such person will receive, zero (0) equity shares of the Transferee Company instead of such fractional entitlement; and

(b) if the fractional entitlement is 0.5 (zero point five) or more it shall be rounded up so that such person will receive, one (1) equity share of the Transferee Company instead of such fractional entitlement.

Pursuant to the rounding up or rounding down as per (a) and (b) above, the total number of shares that will be issued to equity shareholders of the Transferor Company, may vary from the total number of shares of the Transferee Company to be issued as set forth above. However, each shareholder of the Transferor Company shall get at least one share of the Transferee Company.

c) The Transferee Company shall make all requisite applications and shall otherwise comply with the provisions of Applicable Laws, including, as applicable, the provisions of Securities

and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the SEBI Circulars. The Equity Shares allotted pursuant to this Scheme shall remain frozen in the depositories system till relevant directions in relation to listing/trading are provided by the Stock Exchanges.

We have relied upon the draft scheme Document and taken the aforementioned key features (together with the other facts and assumptions set forth therein) into account while determining the meaning of "fairness", from a financial point of view, for the purposes of this Opinion.

4. Exclusions and Limitations

Our opinion and analysis is limited to the extent of review of the valuation report by the valuer and the Draft scheme document. In connection with the opinion, we have

a) Reviewed the Draft Scheme Document and the valuation report by the valuer dated October 21, 2020.
b) Reviewed audited financials for Transferee Company and Transferor Company for the year ended March 31, 2020.
c) Reviewed unaudited financial statements for Transferor Company for six months ended September 30, 2020.
d) Held discussions with the valuer, in relation to the approach taken to valuation and the details of various methodologies utilized by them in preparing the valuation report and recommendations.
e) Reviewed historical stock prices and trading volumes of Transferor Company and Transferee Company.
f) Reviewed such other information and explanations that we have sought and which have been provided by the management of Transferor Company and Transferee Company.

This opinion is intended only for the sole use and information of Transferor Company and in connection with the Scheme, including for the purpose of obtaining judicial and regulatory approvals for the Scheme as also for the purpose of complying with the SEBI regulations and requirement of stock exchanges on which the company is listed, and for no other purpose. We are not responsible in any way to any person/party/statutory authority for any decision of such person or party or authority based on this opinion. Any person/party intending to provide finance or invest in the shares/business of either Transferor Company and/or Transferee Company or their subsidiaries /joint ventures/associates shall do so after seeking their own professional advice and after carrying out their own due diligence procedures to ensure that they are making an informed decision.

For the purpose of this assignment, Saffron has relied on the Valuation Certificate for the proposed "Scheme of Amalgamation and Arrangement" of Transferor Company and Transferee Company and their respective shareholders and information and explanation provided to it, the accuracy whereof has not been evaluated by Saffron. Saffron's work does not constitute certification or due diligence of

any past working results and Saffron has relied upon the information provided to it as set out in working results of the aforesaid reports.

Saffron has not carried out any physical verification of the assets and liabilities of the companies and takes no responsibility on the identification and availability of such assets and liabilities.

We hereby give our consent to present and disclose the Fairness Opinion in the general meetings of the shareholders of Transferor Company and to the Stock Exchanges and to the Registrar of Companies. Our opinion is not, nor should it be construed as our opining or certifying the compliance of the proposed Scheme of Amalgamation and Arrangement with the provisions of any law including companies, taxation and capital market related laws or as regards any legal implications or issues arising thereon.

The information contained in this report is selective and is subject to updating, expansions, revisions and amendment, if any. It does not purport to contain all the information recipients may require. No obligation is accepted to provide recipients with access to any additional information or to correct any inaccuracies which might become apparent. Recipients are advised to independently conduct their own investigation and analysis of the business of the Companies. The report has been prepared solely for the purpose of giving a fairness opinion on Valuation Certificate issued for the proposed Scheme of Amalgamation and Arrangement between Transferor Company and Transferee Company and their respective shareholders, and may not be applicable or referred to or quoted in any other context.

Our opinion is dependent on the information provided to us being complete and accurate in all material respects. Our scope of work does not enable us to accept responsibility for the accuracy and completeness of the information provided to us. The scope of our assignment does not involve performing audit tests for the purpose of expressing an opinion on the fairness or accuracy of any financial or analytical information used during the course of our work. As such we have not performed any audit, review or examinations of any of the historical or prospective information used and, therefore, do not express any opinion with regard to the same. In addition, we do not take any responsibility for any changes in the information used for any reason, which may occur subsequent to this date.

One should note that valuation is not an exact science and that estimating values necessarily involves selecting a method or approach that is suitable for the purpose. Moreover in this case where the shares of the company are being issued as consideration to the shareholders of Transferor Company, it is not the absolute valuation that is important for framing an opinion but the relative valuation of the company vis-a-vis shares of Transferor Company.

We have assumed that the Final Scheme will not differ in any material respect from the Draft Scheme Document shared with us.

We do not express any opinion as to any tax or other consequences that might arise from the Scheme on Transferor Company, Transferee Company and their respective shareholders, nor does our opinion address any legal, tax, regulatory or accounting matters, as to which we understand that the respective companies have obtained such advice as they deemed necessary from qualified professionals. We have undertaken no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims, government investigation or other contingent liabilities to which Transferor Company, Transferee Company and/or their associates/ subsidiaries, are or may be a party.

The company has been provided with an opportunity to review the Draft Opinion (excluding the recommended fair exchange ratio) as part of our standard practice to make sure that factual inaccuracy/omissions are avoided in our Final Opinion.

Our Opinion in not intended to and does not constitute a recommendation to any shareholder as to how such holder should vote or act in connection with the Scheme or any matter thereto.

5. Conclusion

Based on and subject to the foregoing, we are of the opinion that the share issuance ratio as arrived at in the valuation report i.e. "2 (Two) equity shares of ICIL of INR 2/- each fully paid up for every 15 (Fifteen) equity shares of PSML of INR 10/- each fully paid up" is fair to the shareholders of Transferor Company from the financial point of view. Further the valuation of Transferor Company and Transferee Company as detailed by the valuer is fair.

For Saffron Capital Advisors Private Limited,

Digitally signed by SAKSHI GUPTA

Sakshi Gupta Head-Valuation

14th December, 2020

To, The Manager Listing Department BSE Ltd. Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001

Scrip Code: 521016

Ref.: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 for the Scheme of amalgamation of Pranavaditya Spinning Mills Limited (Transferor Company) with Indo Count Industries Limited (Transferee Company)

Subject: Complaints Report

Dear Sir /Madam,

This is with reference to the Application No. 120467 filed with BSE Limited (BSE) on 9th November, 2020 seeking "No Objection Letter" for the Scheme of Amalgamation of Pranavaditya Spinning Mills Limited (Transferor Company) with Indo Count Industries Limited (Transferee Company) ("The Scheme") and with reference to the documents uploaded on website of BSE on 18^th November, 2020.

As per SEBI Circular No. CFD/DIL3/CIR/2017 /21 dated March 10, 2017, we are submitting herewith Complaint Report for the period of 21 days from the date of filing of Scheme with BSE Limited and hosting the Scheme on website by BSE Limited.

Thanking you

Yours faithfully For Indo Count Industries Limited

Alroad

Amruta Avasare Company Secretary & Compliance Officer Membership No.: ACS 18844

Encl.: A/a

Indo Count Industries Ltd

Head Office: 301, Arcadia, 3rd Floor, Nariman Point, Mumbai - 400 021, Mahansahtra, India; T. 022 4341 9500, p. 022 2382 3098
Manyeding Office: Dost Imperia, 2nd floor, Manpada, Ghodbunder Road, Thans (w) - 400 607, Mahans

Complaint Report of Indo Count Industries Limited (Transferee Company)

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly	Nil
2.	Number of complaints forwarded by Stock Exchanges/ SEBI	NIL
3.	Total Number of complaints/comments received (1+2)	Nil
4.	Number of complaints resolved	Nil
5.	Number of complaints pending	Nil

Part B

Sr. No. I	Name of complainant	I Date of complaint	I Status (Resolved/PendinQ)
		Not Applicable

Yours faithfully For indo Count Industries Limited

Amruta Avasare Company Secretary & Compliance Officer Membership No.: ACS 18844

Date: 14'" December, 2020 Place: Mumbai

15th December, 2020

To, The Manager - Listing Compliance National Stock Exchange of India Ltd. Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051

NSE Symbol: ICIL

Ref.; Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 for the Scheme of amalgamation of Pranavaditya Spinning Mills Limited (Transferor Company) with Indo Count Industries Limited (Transferee Company)

Subject: Complaints Report

Dear Sir /Madam,

This is with reference to the Application No. 25235 filed with National Stock Exchange of India Limited (NSE) on 9th November, 2020 seeking "No Objection Letter" for the Scheme of Amalgamation of Pranavaditya Spinning Mills Limited (Transferor Company) with Indo Count Industries Limited (Transferee Company) ("The Scheme") and with reference to the documents uploaded on website of NSE on 19th November, 2020.

As per SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, we are submitting herewith Complaint Reports of Indo Count Industries Limited (Transferee Company) and Pranavaditya Spinning Mills Limited (Transferor Company) for the period from 20^th November, 2020 to 10^th December, 2020.

Thanking you

Yours faithfully For Indo Count Industries Limited

x A

Amruta Avasare Company Secretary & Compliance Officer Membership No.: ACS 18844

Indo Count Industries Ltd

Head Office 301, Arcadal, 3rd Floor, Nariman Point, Mumbai - 400 021, Maharashtra, India, T. 022 4341 9500, P; 022 2282 3098
Marketing Office: Dost Imperia, 2nd floor, Manpada, Ghodbunder Road, Thane (w) - 400 607, Maharas

Complaint Report of Indo Count Industries Limited (Transferee Company)

Period: 20^th November, 2020 to 10^th December, 2020

Part A

Sr. No.	Particulars	Number
	Number of complaints received directly	NIL
2.	Number of complaints forwarded by Stock Exchanges/ SEBI	NIL
$\overline{3}$ .	Total Number of complaints/comments received (1+2)	NIL
4.	Number of complaints resolved	NIL
	Number of complaints pending	NIL

Part B

Sr. No. Name of complainant	Date of complaint	Status (Resolved/Pending)
	Not Applicable

Yours faithfully For Indo Count Industries Limited

$14r$ U

Amruta Avasare Company Secretary & Compliance Officer Membership No.: ACS 18844

Date: 15^th December, 2020 Place: Mumbai

Marketing Office: 301, Arcadia, 3rd Floor, Nariman Point, Mumbai - 400 021, Maharashtra, India; T: 022 4341 9500, F: 022 2282 3098
Marketing Office: Dosti imperia, 2nd floor, Mariman Point, Mumbai - 400 021, Maharashtra, I

CORPORATEOFFICE: 301. 'ARCADIA', 3RDfLOOR, NCPAMARG NARIMAI';POINT. MUMBAI • .cOO021 TEL (91-22).c3<C I 9500 FAX (9-22)22823098 _w.pranavadl:ya com

Complaint Report of PranavadityaSpinning Mills Umited (Transferor Company)

Period: 20th November, 2020 to lOth December, 2020

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly_	NIL
2.	Number of complaints forwarded by Stock Exchanges/SEal	NIL
3.	Total Number of complaints/comments received11+?l_	NIL
4.	Number of complaints resolved	NIL
5	Number of complaints pending	NIL

Part B

Not Applicable Sr.No. I Name of complainant I Date of complaint .1 Status_(Resolved/pendin.9l_

Yours faithfully For PranavadityaSpinning Mills Umited

Amruta Avasare Company Secretary& Compliance Officer Membership No.: ACS18844

Date: 15th December, 2020 Place:Mumbai

tiN 117119PN1990PLC05S139

RrCD. OffiCE & MILlS: Office No.2. PlOINo. 266.Village Aile, Kumbhoj Road,Taluka HOlkanangale,Dis]. Kolhapur ·416 109. 101: (02301 2<163'OOI2~6'929• E'rllail : [email protected], accounl.~pranavadltya.com

CORPORATE OFFICE: 301, 'ARCADIA 3RD FLOOR, NCPA MARG. NARIMAN POINT, MUMBAI - 400 021 TEL. : (91-22) 4341 9500
FAX : (91-22) 2282 3098 www.pranavaditya.com

14^th December, 2020

To. The Manager Listing Department BSE Ltd. Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001

Scrip Code: 531172

Subject: Complaints Report

Dear Sir /Madam,

This is with reference to the Application No. 120643 filed with BSE Limited (BSE) on 9th November, 2020 seeking "No Objection Letter" for the Scheme of Amalgamation of Pranavaditya Spinning Mills Limited (Transferor Company) with Indo Count Industries Limited (Transferee Company) ("The Scheme") and with reference to the documents uploaded on website of BSE on 18th November, 2020.

Thanking you

Yours faithfully For Pranavaditya Spinning Mills Limited

$1e^{\frac{1}{2}t}$

Amruta Avasare Company Secretary & Compliance Officer Membership No.: ACS 18844

Encl.: A/a

CIN: L17119PN1990PLC058139

REGD. OFFICE & MILLS : Office No. 2, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Dist. Kolhapur - 416 109. Tel.: (0230) 2463100/2461929 · E-mail : [email protected], [email protected]

CORPORATE OFFICE: 301, 'ARCADIA',
3RD FLOOR, NCPA MARG, NARIMAN POINT,
MUMBAI - 400 021. TEL : (91-22) 4341 9500
FAX : (91-22) 2282 3098 www.pranavaditya.com

Complaint Report of Pranavaditya Spinning Mills Limited (Transferor Company)

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly	NIL
$\overline{2}$	Number of complaints forwarded by Stock Exchanges/ SEBI	NIL
3.	Total Number of complaints/comments received (1+2)	NIL
	Number of complaints resolved	NIL
	Number of complaints pending	NIL

Part B

Sr. No. Name of complainant Date of complaint Status (Resolved/Pending) Not Applicable

Yours faithfully For Pranavaditya Spinning Mills Limited

$100^{-1}$

Amruta Avasare Company Secretary & Compliance Officer Membership No.: ACS 18844

Date: 14th December, 2020 Place: Mumbai

CIN :: L17119PN1990PLC058139

ANNEXURE X

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

DCS/AMAL/JR/R37/1934/2020-21 "E-Letter" March 25, 2021

The Company Secretary, Indo Count Industries Limited Office No.1, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Dist. Kolhapur, Kolhapur, Maharashtra, 416109

Sir,

Sub: Observation letter regarding Draft Scheme of Amalgamation by way of Merger by Absorption of Pranavaditya Spinning Mills Limited (PSML) with Indo Count Industries Limited (ICIL) and their respective shareholders.

We are in receipt of the Draft Scheme of Amalgamation by way of Merger by Absorption of Pranavaditya Spinning Mills Limited (PSML) with Indo Count Industries Limited filed as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated March 25, 2021 has inter alia given the following comment(s) on the draft scheme of Arrangement:

"Company shall ensure that they separately and prominently disclose to the Shareholders and NCLT via the draft scheme of arrangement documents following information's and facts:
i. In case of ICIL only one method of valuation i.e. Market Approach has been used because its shares are frequently traded on Stock Exchanges, and market price reflects significant multiple of book value. Therefore, it was inappropriate to consider cost and income approach in case of ICIL. Further, ICIL is a listed Company and information related to the future profit and loss account, balance sheet and cash flows is price sensitive and hence was not provided to the valuer.
ii. Two Methods of Valuation i.e. Cost and Market Approach have been used for PSML and Income approach method has not been used as PSML is a listed Company and information related to the future profit and loss account, balance sheet and cash flows is price sensitive and hence was not provided to the valuer. Further, PSML's production was stopped at the time of appointed date.
"Company shall ensure that suitable disclosure about the latest financials of the companies involved in the Scheme being not more than 6 months old is done before filing the same with the Hon'ble NCLT."
"Company shall ensure that the proposed scheme is acted upon only if approved by the NCLT and if the majority votes cast by the public shareholders are in favour of the proposal."
"Company shall ensure that additional information, if any, submitted by the Company, after filing the Scheme with the Stock Exchanges, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges."
"Company shall duly comply with various provisions of the Circular."
"Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT."

• "It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations."

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.
To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.
To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon'ble NCLT.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted company involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its 'No adverse observation' at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon'ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange's representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully,

Sd/-

Nitinkumar Pujari Senior Manager

BSE - INTERNAL

National Stock Exchange Of India Limited

Ref: NSE/LIST/25235_II March 26, 2021

The Company Secretary Indo Count Industries Limited Office No.1, Plot No.266, Village Alte, Kumbhoj Road, Taluk Hatkanangale, Kolhapur, Maharashtra - 416109

Kind Attn.: Ms. Amruta Avasare

Dear Madam,

Sub: Observation Letter for Draft Scheme of Amalgamation of Pranavaditya Spinning Mills Limited with Indo Count Industries Limited and their respective shareholders

We are in receipt of the Draft Scheme of Amalgamation of Pranavaditya Spinning Mills Limited ("PSML") with Indo Count Industries Limited ("ICIL") and their respective shareholders vide application dated November 09, 2020.

Based on our letter reference no Ref: NSE/LIST/25235 submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 ('Circular'), kindly find following comments on the draft scheme:

a. The companies involved in the scheme shall ensure to separately and prominently disclose to the shareholders and NCLT via the draft scheme of arrangement documents following information and facts:
i. In case of ICIL only one method of valuation i.e. Market Approach has been used because its shares are frequently traded on stock exchanges and market price reflects significant multiple of book value. Therefore, it was inappropriate to consider cost and income approach in case of ICIL. Further, ICIL is a listed company and information related to future profit and loss account, balance sheet and cashflows is price sensitive and hence was not provided to the valuer.
ii. Two methods of valuations i.e. cost and Market approach have been used for PSML and income approach method has not been used as PSML is a listed company and information related to future profit and loss account, balance sheet and cashflows is price sensitive and hence was not provided to the valuer. Further, PSML's production was stopped at the time of appointed date.
b. The company shall ensure that suitable disclosure about the latest financials of the companies involved in the scheme being not more than 6 months old is done before filing the same with the Hon'ble National Company Law Tribunal

This Document is Digitally Signed

Signer: Jiten Bharat Patel Date: Fri, Mar 26, 2021 14:34:39 IST Location: NSE

NationalStock Exchange of Indialimited I Exchange Plaza. C-1.Block G. Sandra KllrtaComplex. &nch. (E). HootJej -400 OSl. India+9122 26598100 I www.nseiooaa.comICIN U6712OMHl992PlC069769 Confidential

Continuation Sheet

c. The Company shall ensure that the proposed scheme is acted upon only if approved by the NCLT and if the majority votes cast by the public shareholders are in favour of the proposal.
d. The Company shall ensure that additional information, if any submitted by the Company, after filing the scheme with the stock exchange, and from the date of receipt of this letter is displayed on the websites of the listed company
e. The Company shall duly comply with various provisions of the Circular.
f. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT.
g. It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/ representations.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our "No-objection" in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines / Regulations issued by statutory authorities.

The validity of this "Observation Letter" shall be six months from March 26, 2021 within which the scheme shall be submitted to NCLT.

Yours faithfully, For National Stock Exchange of India Limited

Jiten Patel Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL http://www.nseindia.com/corporates/content/further_issues.htm

This Document is Digitally Signed

Signer: Jiten Bharat Patel Date: Fri, Mar 26, 2021 14:34:39 IST Location: NSE

National Stock Exchange of IndiaLimited I Exchange Plaza. C-l. Block G. Sandra Kul1a Complex. e-.andta (E). Mumbe.i - 400 OSl, India.9122 26598100 Iwww.A&eindia.comICIN U67120MH1992PlC069769 Confidential

ANNEXURE XII

DCS/AMAL/BA/R37/1933/2020-21 "E-Letter" March 25, 2021

The Company Secretary, PRANAVADITYA SPINNING MILLS LTD. Office No. 2, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Kolhapur , Maharashtra, 416109

Sir,

Sub: Observation letter regarding Draft Scheme of Amalgamation by way of Merger by Absorption of Pranavaditya Spinning Mills Limited (PSML) with Indo Count Industries Limited (ICIL) and their respective shareholders.

"Company shall ensure that they separately and prominently disclose to the Shareholders and NCLT via the draft scheme of arrangement documents following informations and facts:
i. In case of ICIL only one method of valuation i.e. Market Approach has been used because its shares are frequently traded on Stock Exchanges, and market price reflects significant multiple of book value. Therefore, it was inappropriate to consider cost and income approach in case of ICIL. Further, ICIL is a listed Company and information related to the future profit and loss account, balance sheet and cash flows is price sensitive and hence was not provided to the valuer.
ii. Two Methods of Valuation i.e. Cost and Market Approach have been used for PSML and Income approach method has not been used for PSML is a listed Company and information related to the future profit and loss account, balance sheet and cash flows is price sensitive and hence was not provided to the valuer. Further, PSML production was stopped at the time of appointed date.
"Company shall ensure that suitable disclosure about the latest financials of the companies involved in the Scheme being not more than 6 months old is done before filing the same with the Hon'ble NCLT."
"Company shall ensure that the proposed scheme is acted upon only if approved by the NCLT and if the majority votes cast by the public shareholders are in favour of the proposal."
"Company shall ensure that additional information/undertakings, if any, submitted by the Company, after filing the Scheme with the Stock Exchanges, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges."

BSE - PUBLIC

"Company shall duly comply with various provisions of the Circular."
"Company is advised that the observations of SEBI/Stock Exchanges and undertakings submitted by the Company after filing the scheme with Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the them to the notice of NCLT."
"It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations."

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.
To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.
To duly comply with various provisions of the circulars.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon'ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documegrannts of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange's representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully,

sd/-

Nitinkumar Pujari Senior Manager

SURESH KUMAR MITTAL & CO. CHARTERED ACCOUNTANTS

60, 1st Floor, Pocket H-3, Sector-18, Rohini, DELHI- 110085. Mobile: 9871411946 E-mail: [email protected]

INDEPENDENT AUDITOR'S REPORT

To the Members of Indo Count Industries Limited

Report on the Audit of the Standalone Financial Statements

Opinion

· ,

We have audited the standalone financial statements of Indo Count Industries Limited ("the Company"), which comprise the balance sheet as at 31st March 2021, and the statement of Profitand Loss (including other comprehensive income). statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 20133 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India. of the state of affairs of the Company as at March 31.2021 and profit. changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the 'Standards on Auditing (SAs) 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 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 financial statements under the provisions of the Companies Act. 2013 and the Rules thereunder. 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.

Emphasis of Matter

We draw attention to Note 55 to the standalone financial statements. which describes the uncertainties and the impact of Covid-19 pandemic on the Company's operations and results as assessed by the management. Our opinion is not modified in respect of this matter

Key Audit Matters

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

60, 1st Floor, Pocket H-3, Sector-18, Rohini, DELHI-l10085. Mobile: 9871411946 E-mail: [email protected]

The company operates internationally and portion of the business is transacted in several currencies and consequently the company is exposed to foreign exchange risk. Foreign currency exchange rate exposure through its sales are partly balanced by purchasing of goods, commodities and services in the respective currencies. The balance foreign currency exchange rate exposure is hedged through derivative like foreign exchange forward contracts. (Refer Note No. 52 to the standalone financial statements). We assessed the foreign exchange risk management policies adopted by the company. The company manages risk through a treasury department which formulates risk management objectives and policies which are reviewed by the senior management, Audit Committee and Board of Directors. Our audit approach was a combination of test of internal controls and substantive procedures to evaluate chances of minimizing the risk involved.
The company has material matters under dispute which involves significant Judgement to determine the possible outcome of these disputes (Refer Note No. 42 to the standalone financial statements). We obtained the details of the disputes with their present status and documents. We made an in-depth analysis of the dispute. We also considered legal procedures and other rulings in evaluating managements position on these disputes to evaluate whether any change was required to management's position on these disputes.
As on 31⁵¹ March 2021, current tax assets and other current assets includes amounts recoverable from government department for which efforts for recovery are being made (refer Note No. 19 and 20 to the standalone financial statements). Our audit procedures consisted of evaluating whether any change was required to management's position on these uncertainties and the likelihood of recoverability

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board's Report including Annexures to Board's Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone 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 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 financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact We have nothing to report in this regard.

SURESH KUMAR MITTAl & CO. CHARTERED ACCOUNTANTS

60, 1st Floor, Pocket H-3, Sector-18, Rohini, DELHI- 110085. Mobile: 9871411946 E-mail: [email protected]

Responsibilities of Management and Those Charged With Governance for the StandaloneFinancialStatements

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 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 accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters relatedto 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.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 SAs 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 financial statements.

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

• Identify and assess the risks of material misstatement of the 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.

60, 1st Floor, Pocket H-3, Sector-18, Rohini, DELHI- 110085. Mobile: 9871411946 E-mail: [email protected]

• 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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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 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.

tst Floor. Pocket H-3. Sector-18. Rohini. DELHI- 110085. Mobile: 9871411946 E-mail: [email protected]

Report on Other Legal and Regulatory Requirements

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" statement on the matters specified in paragraphs 3 and 4 of the Order. to the extent applicable.

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 ourknowledge and belief were necessary for the purposes of our audit
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). Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion. the aforesaid standalone 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 as on 31st March. 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March. 2021 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". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor's Report in accordance with 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:
The Company has disclosed the impact of pending litigations on its financial position In its standalone Financial Statements - Refer Note No. 42 to the financial statements.

SURESH KUMAR MITTAL & co.

CHARTERED ACCOUNTANTS

60, 1st Floor, Pocket H-3, Sector-18, Rohini, DELHI- 110085, Mobile: 9871411946 E-mail: [email protected]

ii. The Company has made provision as required under the applicable law or accounting standards, for material foreseeable losses, if any, in respect of long term contracts including derivative contracts- Refer Note No, 52 to the financial statements,
iii, There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company,

ForSuresh Kumar Mittal & Co, Chartered Accountants Firm Registration No, 500063N

flbta~la Partner Membership No.: 521915

Place: New Delhi Date: 1ih May, 2021 UDIN:-< I~ Iq\0 AFl8I1LD~33'I

SURESH KUMAR MITTAL & CO. CHARTERED ACCOUNTANTS

60, 1st Floor, Pocket H-3, Seclor-18, Rohini, DELHI- 110085. Mobile: 9871411946 E-mail: [email protected]

AnnexureA referred to in Paragraph(I) underthe heading of "Report on Other Legaland Regulatory Requirements" of our report of even date to the members of Indo Count Industries Limited on the standalone FinancialStatementsfor the year ended 31st March 2021.

	(a)	The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
	(b)	The fixed assets have been physically verified by the management during the year as per the phased program designed to cover all the fixed assets over a period, which in our opinion is reasonable having regard to the size of the company and nature of its assets. Discrepancies noticed on such verification, which are not material, have been properly dealt with in the books of accounts.
	(c)	The title deeds of immovable properties are held in the name of the company.
I (ii)		As explained to us, the inventories have been physically verified by the management during the year except stocks lying with third parties in respect of whom confirmations have been obtained and the discrepancies noticed on physical verification as compared to book record, which are not material and have been properly dealt with in the books of account. In our opinion, the frequency of such verification is reasonable.
(iii)		As explained to us, the company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 and as such clauses (iii) (a), (b) and (c) of the order are not applicable to the company.
(iv)		In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 185 and 186 of the Act in respect to grant of loans, making investments and providing guarantees and' securities.
(v) · I		According to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of sections 73,74,75 and 76 of the Act and the rules framed thereunder and hence reporting under clause (v) of the , order is not applicable to the company. I
, (vi)--- · I I I	I	-We have broadly reviewed the books of account maintained by the company pursuant! to the order made by the Central Government for the maintenance of cost records I under section 148(1) of the Act, and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we are! neither required to carry out nor have carried out detailed examination of such cost I accounting records with a view to determine whether they are accurate or complete.
~-TAcco-rd'iilg 1 I		to'the records of the company, examined byu-s 'and Inform-alion and 1 . explanations given to us:
!	(a) ---	! The company is generally regular in depositing with the appropriate authorities undisputed statutory dues including pr fund. employees' state insurance. ! Income tax, sales tax, service tax, du.;;:' , duty of excise. value added tax, ' ar' I goods & service tax, cess and others appllcao here are .flo undisi)utecJ. 9.1Tl<:Junt~. --- --- - ---~- - OJ -

SURESH KUMAR MITTAl & CO. CHARTERED ACCOUNTANTS

60, lsI Floor, Pocket H-3, Sector-18, Rohini, DELHI- 110085_ Mobile: 9871411946 E-mail: [email protected]

		payable in respect of aforesaid		dues outstanding		as at 31st March 2021 for a period oil
			more than six months from the date they became payable.
	(b) There customs	are no disputed at 31 st March 2021 except:	dues of income or duty of excise or value added tax or goods and service lax outstanding	tax or sales	tax or service	tax or duty of I as ;
	SI.	Name of the	Nature of the	Amount	Period to	Forum where
	No.	statute	dues	(Rs in lakh)	which the amount relates	11 dispute is pending
I	1.	Central Excise Act	Cenvat Credit availed on excise duty paid	40.30	2012-2013	Commissioner of Central Excise (A), Pune I
	2.	Central Excise Act	Cenvat Credit availed on excise duty paid	34.24	2011-2012	CESTAT --'1 (Tribunal) I
	3.	Central Excise Act	Excise Duty	1.40	2007-2008	Commissioner ofl Central Excise (A)
	4.	Central Excise Act	Rebate Claim	13.98	2012-2013	Commissioner of Central Excise (A)
	5.	Bombay Electricity Duty Act,1958	Electricity Duty	292.07	2000-2006	Supreme Court
	6.	Central Excise Act	Service tax on commission on Sales	23.54	2010-2013	Commissioner Appeal, Pune
	7_	MVAT	VATlnput Credit	93_89	2012-2013	I II Maharashtra Sales Tax i Tribunal, Pune '!
i (viii) I	In our company	opinion and has not defaulted ! banks and Government	according to the information in repayment and dues to debenture 1-----+-------,--------,---,---,,------,---.	of loans or borrowings holders	and explanations	given to us, the I to financial institution, I .----
(ix) I I I	the further applied	In our opinion and according year the company public offer (including	to the information has not raised debt instruments). by the company for the purposes for which they were raised.	any moneys	and explanations by way of initial Further, the Term loans	-J given to us, during I or i public offer have been I ,
~---j , I	Based : explanations i employees		on the---audit procedures-'performed given to us, no fraud by the company or on the company has been noticed or reported during the year		and' according to -the -=_~	information and-) by its officers or :
_' ._____L	I			_	~ f._)\IIar MI;:~/

SURESH KUMAR MITTAL & CO, CHARTERED ACCOUNTANTS

tst Floor. Pocket H-3. Sector-18. Rohini, DELHI- 110085. Mobile: 9871411946 E-mail: [email protected]

(xi)	In our opinion and according to the information and explanations given to US, the-I company has paid! provided managerial remuneration in accordancewith the requisite approvals mandated by the provisions of section 197·readwith Schedule V to the Act.
(xii)	The company Is not a nldhl company and hence provisions of clause I'") of the o,de, I are not applicable to the company
(xiii)	In our opinion and according to the information and explanations given-to us~e-I company's transactions with its related parties are in compliance with sections 177 and 188 of the Act where applicable and details of related party transactions have i been disclosed in the standalone financial statements as required by the accounting standards in notes to the financial statements
(xiv)	During the year, the company has not made any preferential allotment or private placement of shares or fully or partly paid convertible debentures and hence reporting under clause (xiv) of the order is not applicable to the company
(xv)	In our opinion and according to the information and explanation given to us, during the year, the company has not entered into any non-cash transactions with directors or persons connected with him
(xvi)	In our opinion and according to the information and explanations given to us, the company is not required to be registered under section 45-1A of the Reserve Bank of India Act, 1934 J --

For Suresh Kumar Mittal & Co. Chartered Accountants Firm Reg. No.: 500063N

~B~gla Partner Membership Number 521915

Place New Delhi Date: 17thMay, 2021 UDIN:~)S~lq ISAf)fl8CD~~fl

SURESH KUMAR MITTAL & CO. CHARTERED ACCOUNTANTS

60, 1st Floor, Pocket H-3, Sector-18, Rohini, DELHI-ll0085. Mobile: 9871411946 E-mail: [email protected]

Annexure B referred to in Paragraph (lI)(f) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Indo Count Industries Limited on the standalone Financial Statements for the year ended 31st March 2021.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Indo Count Industries Limited ("the Company") as of March 31st, 2021 in conjunction with our audit of the Standalone 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 considerinq the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India (ICAI)". These responsibilities include the desiqn, 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 Act.

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 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 ICAI 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 financial statements, whether due to fraud or error.

SURESH KUMAR MITTAl & CO.

CHARTERED ACCOUNTANTS

60, 1st Floor, Pocket H-3, Sector-18, Rohini, DELHI - 110085. Mobile: 9871411946 E-mail: [email protected]

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 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:

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2021, 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 issued by the ICAI".

For Suresh Kumar Mittal & Co. Chartered Accountants Firm ~e~00~63N

r lnk"ur 8agla

Partner Membership Number: 521915

Place New Delhi Date: 17thMay, 2021 UDIN:) \S~!^q ¹':;F)(:0P1ACD3!>?I

INDO COUNT INDUSTRIES LIMITED
STANDALONE BALANCE SHEET AS AT JIST MARCH, 2021

Particulars	Note No.	Rs. in lakhs As at 31.03.2021	Rs. in lakhs As at 31.03.2020
ASSETS
(1) Non-Current Assets
(a) Property, Plant and Equipment	5	51.460.68	52.593.33
(b) Capital Work-In-Progress	5	772.40	585 65
(c) Right-of-Use	6	1,823.30	1,825.46
(d) Other Intangible Assets	7	264 95	262.62
(e) Financial Assets
(i) Investments	8	2,491.57	2,492.09
(ii) Loans	9	19146	333.06
(iii) Others	10	001	0.01
(f) Other Non-Current Assets	Ħ	826 70	64282
(2) Current Assets
(a) Inventories	12	67,728 46	50,100.50
(b) Financial Assets
(i) Investments	13	16,69348	954
(ii) Trade Receivables	$\mathbf{14}$ 15	52,514.59	25,792.10
(iii) Cash and Cash Equivalents (iv) Bank Balances other than (iii) above	16	11,430.56 223.97	12,563.67 254.37
(v) Loans	$\mathbf{1}$	169.87	31.29
(vi) Others	18	5,130.46	432.93
(c) Current Tax Assets (Net)	19	718.00	2,133.24
(d) Other Current Assets	20	12,226.49	15,815.46
TOTAL ASSETS		2,24,666.95	1,65,868.14
EQUITY AND LIABILITIES
EQUITY	21	3,947.99	3,947.99
(a) Equity Share Capital (b) Other Equity		1,23,489.67	93,288.65

LIABILITIES (1) Non-Current Liabilities
(a) Financial Liabilities
(i) Borrowings	22	1.935.26	3,609.72
(ii) Other Financial Liabilities	23	15633	58872
(b) Provisions	24	276 25	578.97
(c) Deferred Tax Liabilities (Net)	25	8,262.71	5.805.54
(d) Other Non-Current Liabilities	26	758.56	797 93
(2) Current Liabilities
(a) Financial Liabilities
(i) Borrowings	27	50,586.22	29,184.60
(ii) Trade Pavables
- Micro & Small Enterprises	28	4,065.26	1,887.52
- Other than Micro & Small Enterprises	29	18,911.20	9,734.86
(iii) Other Financial Liabilities	30	3,012.63	9,215 11
(b) Other Current Liabilities	31	9,264.87	7,228.53
TOTAL EQUITY AND LIABILITIES		2,24,666.95	1,65,868.14
CONTINGENT LIABILITIES AND COMMITMENTS	32.42
SIGNIFICANT ACCOUNTING POLICIES	Э

The accompanying notes form an integral part of Financial Statements As per our report of even date attached

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Fer Sitersh Kumar Mittal & Co., Churterea Accountants

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Firm Regul No: $300063N$ ₩ Partner

Membership No. 521915 New Delhi, May 17, 2021 Anil Kumar Jain
Executive Chamnan
DIN: 0086106

Λ K. Murafidharan Chret Financial Officer

Kailash R. Latpurla Executive Director & C E O DIN: 00059758

For and on behalf of Board of Directors

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Amruta Avasare Company Secretary Manikai, May 17, 2021

STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED JIST MARCH, 2021

	Particulars	Note No.	Rs. in lakhs For the year ended 31.03.2021	Rs. in lakhs For the year ended 31.03.2020
	CONTINUING OPERATIONS
	I INCOME
	Revenue from Operations	33	2,51,474.72	1,96,507.17
	Other Income	34	1,773.95	5.431.77
	TOTAL INCOME		2,55,248.67	2.01.938.94
	II EXPENSES
	Cost of Materials Consumed	35	1,33,280 43	1.09.070.45
	Purchase of Stock-In-Trade		7,315.17	347.35
	Changes in Inventories of Finished Goods, Work-In-Progress and Stock-In-Trade	36	(11,461.82)	(929.29)
	Employee Benefits Expense	37	14,527.44	12,462.40
	Finance Cost	38	2,693.41	3,692 98
	Depreciation and Amortisation Expense	39	4,031.10	4.064.52
	Other Expenses TOTAL EXPENSES	40	69.604.68	57,760.95
			2,19,990.41	1,86,469.36
	III Profit before Exceptional Items and Tax (I-II)		35,258.26	15.469.58
	IV Exceptional Items	41		(9,846,45)
v	Profit before Tax (HI-IV)		35,258.26	5,623,13
	VI Tax Expense
	a) Current Tax		8.739.54	1.739.44
	b) Previous Year Tax		113.64	0.21
	c) Deferred Tax		379.06	(3,492,79)
	VII Profit for the Year (V-VI)		26,026.02	7,376,27
	VIII Other Comprehensive Income
	A Items that will not be reclassified to Profit and Loss. (i) Remeasurement of the Net Defined Benefit Liability / Asset		79.07
	(ii) income Tax relating to items that will not be reclassified to Profit and Loss		(19.90)	${82.65}$ 20.80
	B Items that will be reclassified to Profit and Loss:
	(i) Remeasurement of the net change in Forex Liability / Asset		8,17789	(6, 212.73)
	(ii) Income Tax relating to items that will be reclassified to Profit and Loss		(2,058.21)	1,563.62

	IX Tatal Comprehensive Income for the Year (VII+VIII)		32,204.87	2,665.31
	X Earnings per Equity Share	47
	a) Basic (Rs.)		13.13	3.74
	b) Dituted (Rs.)		13.18	$3.7 +$
	SIGNIFICANT ACCOUNTING POLICIES	3

The accompanying notes form an integral part of Financial Statements

As per our report of even date attached

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For Suresh Kumar Mittal & Co., Chartered Accountants Finn Regd. No., 500063N

Partner Membership No: 521915 New Delhi, May 17, 2021

K. Muralidharan

Chref Founcial Officer

For and on behalf of Board of Directors

Kailash R. Lalparia Executive Director & C.E.O DIN: 00059758

Amruta Avasare Company Secretary Mumbai, May 17, 2021

INDO COUNT INDliSTRIES LIMITED STANDALOi'OE ST.·\ TEMENT OF CH.-\:\GES IN EQI'ITY FOR TIlE YEAR DIDED 31ST MARCH, 2U21

A. EQUITY SHARE CAPITAL

Particulars	Note No.	Rs. in lakhs
As at 31st March, 2019		3,947.99
Changes in Equity Share Capital	21(a)
.-\5 at 31st March, 2020		3,947.99
Changes ill Equity Share Capital	21(a)
As at 31st March, 2021		3,947.99

B. OTHER EQUITY				Rs. in lakhs
Particulars		Reserves & Surplus		Total
	Capital Reserve Securities	Premium Reserve	Retained Earnings
Balance as at 31.03.2019	198.81	1,653.72	90,198.67	92,051.20
Profit for the Year		-	7,376.27	7.376.27
Other Comprehensive Income lor the Year	-		(4,710.96)	(4,710.96)
Total Comprehensive Income for the year	-	-	2,665.31	2,665.31
Final Dividend on Equity Shares		-	(1,184.40)	(1,184.40)
Dividend Distribution Tax on Final Dividend			(243.46)	(243.46)
Balance as at 31.03.2020	198.81	1,653.72	91,436.12	93,288.65
Loss on Purchaseof Business	(819.45)	-		(819.45)
Profit for the Year		-	26,026.02	26,026.02
Other Comprehensive Income for the Year			6,178.85	6,178.85
Total Comprehensive Income for the year		-	32,204.87	32,204.87
Final Dividendon Equity Shares		-	(1,184.40)	(1.184.40)
Balance as at 31.03.2021	(620.64)	1,653.72	1,22,456.59	1,23,489.67

Nature and purpose of Reserves:

i) Capital Reserve:

Capital Reservestanding in books against capital subsidy received against establishing manufacturing unit.

ii) Capital Redemption Reserve:

Capital Redemption Reserve was created for redemption orPreference Shares as per requirement of provisions of Companies Act, 2013. Since the Preference Shares stand fully redeemed,the balance under Capital Redemption Reserve has been transferred to Retained

iii) Securities Premium Reserve:

Securities Premium Reserve is created when shares issued 31 premium.

The accompanying notes form an integral part of Financial Statements For and on behalf of Board of Directors

Fur Suresh Kumar "ittal & Cu., Chartered Accountants

Finn Regd. No.: 500063N

Partner Membership No. 521915 N~wDelhi, May 17.2021

Anil Kumar .Jain Executive Chairman DIN: 00086106

L{2~ I';..\Iuraliclharan

Chid Financial Oni,'cr

Kailash R. Lalpuria Executive Director& C.E.(]. DIN: 0005975K

Amruta ..\'as~!:·,: C0111pal1~ Secretary M umbai. May 17.202 I

[NDO COUNT [NDUSTR[ES LTD

STANDALONE CASH FLOW STATHIE'IT FOR THE YEAR £NOEO 31ST ;\IARCH, 2021

				Rs in lakhs
Particulars		For the year ended 31 ;[ar <li, 2021<="" th="">		For the year ended 31 :\'larch, 2020	For the year ended 31 :\'larch, 2020
A) CASH FLOW FROM OPER<\TlNG ACTIVITIES		35,258.26		15,469.58
Set Profit before Exceptional Items and Tax
Adjustmenls for:		4,031.10		4.064.52
Depreciation and Amortisation		(49.94)		(0.06)
Profit on Sale of Assets		2,693.41		3,692.98
Finance Cost		(998.89)		(232.93)
Interest Income		8,256.96		(6.295.38)
Other Comprehensive Income			-	(8052)
Dividend Income on Mutual Funds		199.00	-	1.51
Loss on Sale of Assets		(8.22)		i8.20
Loss/(Profit) on Redemption of Mutual Funds		(94.16)		7.82
Loss in value of NA V of Mutual Funds			-	(9,846.45 )
Exceptional Items		49,287.52		6,799.27
Operating Profil before Working Capital changes Changes in Working Capital:
I Decrease in Operating Adjustment for (Increase) Assets:
Non-Current Financial Assets	141.60		( 160.49)
Other Non-Current Assets	( 183.87)		122.49
Inventories	( 17,627.96)		(3.429.95)
Trade Receivables	(26,722.49)		1.711.55
Current Financial Assets	(4,805.72)		1,435.95
Other Current Assets	3.588.97	(45.609.47)	(4,103.09)	(4,423.54 )

I (Decrease) Adjustment for Increase in Operating Liabilities:	(432.38)		588.72
Non Current Financial Liabilities	(302.72)		77.66
Non-Current Provisions	(39.37)		(39.37)
Other Non-Current Liabilities	11,354.09		(1,010.77)
Trade Payables	(6,202.48)		5,893.54
Other Current Financial Liabilities	2,036.33	6,413.47	4,795.92	10,305.70
Other Current Liabilities		(7,437.95)		(2.602.66)
Net Taxes (paid) I refund received		2,653.57		10,078,77
Net Cash Flow from Operating Activities (A)
Il) CASII FLOW FROM [NVESTING ACTlV[TIES		(3,508.13)		(3.282.06)
Capital Expenditure		273.71		O.7~
Proceeds from Sale of Assets		0.51		(0 JR)
Purchase of Non- CurrenI Investments		(16.581.55)		~.59S.99
Purchase of Current lnvestmerns				80.52
Dividend Income on Mutual Funds		998.S9		232.93
tnterest lncome		(SI9.45)
Loss on Purchase of Business Activity		(19,636.02)		1,630.9~
Not Cash Flow froin Investing .·\eli,·itics (B)
C) CASH FLOW FRO:l-I fINA"CING ACTIVITIES		(1.674.47)		(2.133.80)
Net Increase I (Decrease) in Non-Current Borrowings		21.401.62		6,334.58
Net Increase J (Decrease) in Current Borrowings		(2,693.41 )		(3.6929R)
Finance Cost

Indo Countfndustries limited 1311 MAR ~12'

Particulars	For the year ended 31 March, 2021	For the year ended 31 ~"'rch, 2020
Final Dividend on Equity Shares (including DDT)	(1,184.40)	(1,427.86)
Net Cash Flow from Financing Aclivities (C)	15,849.3"'	(920.06)
I (Decrease) Net Increase in Cash and Cash Equivalents (A+B+C)	(1,133.11)	10,789.65
Cash and Cash Equivalents at the beginning of the year	12,563.67	1.774.02
Cash and Cash Equivalents at the end of the year	11,430.56	12,563.67
Reconciliation of Cash and Cash Equivalents with the Balance Sheet:
Cash and Cash Equivalents as per Balance Sheet	11,430.56	12,563.67
Cash and Cash Equivalents at the end of the year comprises of:
(a) Cash in Hand	7.42	27.G9
(b) Balance with Banks
(i) In Current Accounts	2,765.14	4,218.61
(ii) In Fixed Deposits	8,658.00	8,317.97

As pH our report of even dare attached For and on behalf of Board of Directors

~\11;~ , , ^~ , '\ )L~W 'ut:: \~-

For Suresh Kumar Mittal & Co., Anil Kumar Jain Kailash R. Lalpuria Chartered Accountants Executive Chairman Executive Director & C.E.O. Firm Regd. No.: 500063N DIN: 000&6106 DIN: D0059758

Partner Amruta Avasarc Membership No.: 521915 Chief Financial Officer Company Secretary New Delhi. May 17,2021 Mumbai. May 17.2021

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~.,-,/

NOTES ACCOMPANYING TO THE FINANCIAL STATEMENTS 13:1 MAR ~2'

1. CORPORATE INFORMATION

Indo Count Industries Limited (the 'Company') is a limited company incorporated and domiciled in India whose shares are publicly traded. The registered office is located at Office No.1, Plot No.266, Village Alte, Kumbhoj Road,Taluka Hatkanagale, Dist. Kolhapur-416109, Maharashtra, India.

The Company is one of India's leading Home Textiles manufacturer. The Company has focused in some of the world's finest fashion, institutional and utility bedding and has built significant presence acrossthe globe. It exports to more than 54 countries.

The Financial statements of the Company for the year ended 31 March, 2021 were authorized for issue in accordance with a resolution of the Board of Directors on 17 May, 2021.

2. BASIS OF PREPARATION

The financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as 'Ind AS') as prescribed under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rulesasamended from time to time.

The financial statements have been prepared on a historical cost basis, except for the following assetsand liabilities which have been measured at fair value:

Derivative financial instruments

Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments)

The financial statements are presented in Indian Rupees ('INR') and all values are rounded to the nearest lakhs, except otherwise indicated.

3. SIGNIFICANT ACCOUNTING POLICIES

3.1 Property, plant and equipment and right-of-use assets:

The Company has opted to follow cost model for accounting of its entire property, plant and equipment. Property, plant and equipment are stated at original cost inclusive of incidental expenses related to acquisition net of tax / duty credit availed, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. Likewise, when a major repair is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria is satisfied. All other repair and maintenance costs are recognised in profit or lossas incurred. The present value of the expected

Indo Count Industries Limited

If3rrM(\R "n~,

cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met.

Capital work-in-progress includes cost of property, plant and equipment under installation /under development as at the balance sheet date.

Right-of-use (ROU)assetsare stated at cost, lessaccumulated depreciation and impairment loss, if any. The carrying amount of ROUassets is adjusted for remeasurement of lease liability, if any, in future. Cost of ROU assets comprises the amount of initial measurement of lease liability, lease payments made before the commencement date (net of incentives received), initial direct costs and present value of estimated costs of dismantling and restoration, if any.

Depreciation on the property, plant and equipment is provided over the useful life of assets as specified in Schedule II to the Companies Act, 2013. Property, plant and equipment which are added /disposed off during the year, depreciation is provided on pro-rata basiswith reference to the month of addition/deletion.

The Company, based on technical assessment made by technical expert and management estimate, depreciates the certain items of building, plant and equipment over estimated useful lives which are different from the useful life prescribed in Schedule II to the Companies Act, 2013. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assetsare likely to be used.

In case of some items of plant, depreciation has been provided in range of 26 years (minimum) to 35 years (maximum) based on the technical evaluation of the remaining useful life which is different from the one specified in schedule II to the CompaniesAct, 2013.

ROU assets are depreciated on straight line basis from the commencement date to the end of useful life of asset or leaseterm whichever is earlier.

leasehold lands forming part of ROU are amortised over the period of lease. Building constructed on leasehold land are depreciated based on the useful life specified in schedule II to the Companies Act, 2013, where the lease period of land is beyond the life of the building. In other case, building constructed on leasehold lands are amortised over the primary lease period of the land.

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

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

3.2 Investment properties

Investment properties comprise portions of freehold land and office building that are held for long-term rental yields and/or for capital appreciation. Investment properties are initially recognized at cost. Subsequently, investment property comprising of building is carried at cost less accumulated depreciation and impairment losses.

The cost includes the cost of replacing parts and borrowing cost for long term construction projects if the recognition criteria are met. When significant parts of the investment property are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognized in profit and 1055 as incurred.

Depreciation on building is provided over the estimated useful lives as specified in schedule II to the Companies Act,2013. The residual values, useful lives and depreciation method of investment properties are reviewed, and adjusted on prospective basis as appropriate, at each financial year end. The effects of any revision are included in the statement of profit and loss when the change arise.

Though the company measures investment property using cost based measurement, the fair value of investment property is disclosed in the notes. Fair values are determined based on an annual evaluation performed by an accredited external independent valuer applying a valuation model recommended by the International Valuation Standards Committee.

Investment properties are de recognized when either they have been disposed off or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal.

The difference between the net disposal proceeds and the carrying amount of the asset is recognized in the statement of profit and loss in the period of derecognition.

3.3 Intangible assets

Intangible assetsacquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, are not capitalized and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

The useful lives of intangible assetsare assessedas either finite or indefinite.

Intangible assets with finite lives are amortised over the useful economic life and assessedfor impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life

bIo Count In1ustries Umited 3 1 MAR "021

are reviewed at least at the end of each reporting period. Changesin the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the statement of profit and loss.

Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessmentof indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit or losswhen the asset is derecognised.

Research and development cost:

Researchcosts are expensed as incurred. Development expenditures on an individual project are recognized as an intangible asset when the Company can demonstrate:

The technical feasibility of completing the intangible asset so that the asset will be available for use or sale
Its intention to complete and its ability and intention to use or sell the asset
How the asset will generate future economic benefits
The availability of resources to complete the asset
The ability to measure reliably the expenditure during development

Following initial recognition of the development expenditure as an asset. the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised over the period of expected future benefit. Amortisation expense is recognised in the statement of profit and loss.

During the period of development. the asset is tested for impairment annually.

Patents and trade marks:

The Company made upfront payments to purchase patents and trade-marks. The patents have been granted for a period of 20 years by the relevant agency with the option of renewal at the end of this period. Trade-marks for the use of intellectual property are granted for a period of 10 years with the option of renewal at the end of this period.

Indo Count Industries limited

3 1 MAR 'lnl

A summary trade-marks of the policies applied to the Company's intangible assets is, as follows:

Intangible assets	Useful lives	Amortisation method used	Internally generated or acquired
Trade-Marks	Finite (10 years)	Amortised on a straight-line basis over the period of the trade-mark	Acquired
Patents	Finite (20 years)	Amortised on a straight-line basis over the period of the patent	Acquired

3.4 Borrowing costs

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur.

3.5 Impairment of non-financial assets:

As at each balance sheet date, the Company assesseswhether there is an indication that an asset may be impaired and also whether there is an indication of reversal of impairment loss recognized in the previous periods. If any indication exists or when annual impairment testing for an asset is required, if any, the Company determines the recoverable amount and impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount.

Recoverable amount is determined:

In the case of an individual asset, at the higher of the fair value less cost to sell and the value in use; and
In the case of cash generating unit (a group of assetsthat generates identified, independent cash flows) at the higher of the cash generating unit's fair value less cost to sell and the value in use.

In assessingvalue in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessmentof the time value of money and the risks specific to the asset. In determining fair value less cost of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

The company bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Company's [GUs to which the individual assets

~ Court !"'~lJstries limited

3 1 MAR ²⁰²¹

are allocated. These budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year.

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

3.6 Inventories

Inventories are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location and condition is accounted for as follows:

a) Raw material, packing material, construction material, stores & spares:
Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on weighted average basis.
b) Finished goods and work in progress:

Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on weighted average basis.

c) Traded goods:

Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on weighted average basis.

d) Wastage and rejections are valued at estimated realizable value.

Slow and non-moving material, obsolescence, defective inventories are duly provided for and valued at net realisable value. Goods and materials in transit are valued at actual cost incurred upto the date of balance sheet. Materials and supplies held for use in the production of inventories are not written down if the finished products in which they will be used are expected to be sold at or above cost.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessaryto make the sale.

3.7 Cashand cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits with banks which are short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

3.8 Foreign currency transactions

The Company's financial statements are presented in INR, which is also the Company's functional currency.

Foreign currency transactions are recorded on initial recognition in the functional currency, using the exchange rate at the date of the transaction. At each balance sheet date, foreign

tIdo Count Industries limited 3 1MAR ²⁰²¹

currency monetary items are reported using the closing exchange rate. Exchange differences that arise on settlement of monetary items or on reporting at each balance sheet date of the Company's monetary items at the closing rate are recognized as income or expenses in the period in which they are arise. Non-monetary items which are carried at historical cost denominated in a foreign currency are reported using the exchange rate at the date of transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on transaction of non-monetary items is recognized in line with the gain or loss of the item that gave rise to the translation difference (i.e. translation differences on items whose gain or loss is recognized in other comprehensive income or the statement of profit and loss is also recognized in other comprehensive income or the statement of profit and loss respectively).

3.9 Current versus non-current classification

The Company presents assetsand liabilities in the balance sheet based on current / non-current classification. An asset is current when it is:

Expected to be realised or intended to sold or consumed in normal operating cycle
Held primarily for the purpose of trading
Expected to be realised within twelve months after the reporting period, or
Cashor cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is current when:

It is expected to be settled in normal operating cycle
It is held primarily for the purpose of trading
It is due to be settled within twelve months after the reporting period, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

The Company classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

3.10 Fair value measurement

The Company measures financial instruments, such as derivatives at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

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

The principal or the most advantageous market must be accessible to the Company

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

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3 1 MAR ²⁰²¹

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

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

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

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

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

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

3.11 Revenue Recognition

from costs incurred to fulfill these contracts.

The Companies (Indian Accounting Standards) Amendment Rules,2018 issued by the Ministry of Corporate Affairs (MCA) notified Ind AS l1S "Revenue from Contracts with Customers" related to revenue recognition which replaced Ind AS 11 "Construction Contracts" and Ind AS 18 ^u Revenue" and provide a single, comprehensive model for all contracts with customers. The revised standard contains principles to determine the measurement of revenue and timing of when it is recognized. The amendment also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in those judgments as well as assets recognized

The Company has adopted Ind AS l1S w.e.f. 1 April, 2018 using the modified retrospective approach. However, the adoption of the standard did not have any impact on the financial statements.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government. The Company has concluded that it is the principal in all of its revenue arrangements since it is the primary obligor in all the revenue arrangements as it has pricing latitude and is also exposed to inventory and credit risks.

The specific recognition criteria described below must also be met before revenue is recognised.

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Saleof goods:

Revenue from the sale of goods is recognised when the Significant risks and rewards of ownership of the goods have passed to the buyer. Revenuefrom the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates.

Rendering of Services:

Revenue from sale of service is recongised as per terms of the contract with customers when the outcome of the transactions involving rendering of services can be estimated reliably.

Interest Income:

For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR),which is the rate that exactly discounts the estimated future cash payments or receipts through the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset. Interest income is included in other income in the statement of profit and loss.

Dividends:

Revenue is recognised when the Company's right to receive the payment is established, which is generally when shareholders approve the dividend.

lease Income:

Lease agreements where the risks and rewards incident to the ownership of an asset substantially vest with the lessor are recognized as operating leases. lease rentals are recognized on straight-line basis as per the terms of the agreements in the statement of profit and loss.

3.12 Government Grants

Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.

When the grant relates to the purchase of property, plant and equipment are included in noncurrent liabilities as deferred income and are credited to the statement of profit and loss on a straight-line basis over the expected lives of the related assets and presented within other income.

When the Company receives grants of non-monetary assets, the asset and the grant are recorded at fair value amounts and released to profit or loss over the expected useful life in a pattern of consumption of the benefit of the underlying asset by equal annual instalments. When loans or similar assistance are provided by governments or related institutions, with an interest rate below the current applicable market rate, the effect of this favorable interest is regarded as a government grant. The loan or assistance is initially recognised and measured at fair value and the government grant is measured as the difference between the initial carrying

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3 1 MAR ²⁰¹¹

value of the loan and the proceeds received. The loan is subsequently measured as per the accounting policy applicable to financial liabilities.

3.13 Earnings per share

Basicearnings per share is calculated by dividing the profit from continuing operations and total profit, both attributable to equity shareholders of the Company by the weighted average number of equity sharesoutstanding during the period.

3.14Taxes

Current Income Tax:

Tax on income for the current period is determined on the basison estimated taxable income and tax credits computed in accordance with the provisions of the relevant tax laws and based on the expected outcome of assessments/ appeals.
Current income tax relating to items recognized directly in equity and not in the statement of profit and loss. Management periodically evaluates position taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred Tax:

Deferred Tax is provided using the balance sheet approach on temporary differences between the tax basesof assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized 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 relating to items recognized outside the statement of profit and loss is recognized outside the statement of profit and loss.Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity.

The break-up of the major components of the deferred tax assets and liabilities as at balance sheet date has been arrived at after setting off deferred tax assets and liabilities where the Company have a legally enforceable right to set-off assets against liabilities and where such assetsand liabilities relate to taxes on income levied by the same governing taxation laws.

tado Count Industries Umited

3 1 MAR ²⁰²¹ 3.15 Segment accounting

The Chief Operational Decision Maker monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.

The operating segments have been identified on the basis of the nature of products / services.

a) Segment revenue includes sales and other income directly identifiable with / allocable to the segment including inter-segment revenue.
b) Expenses that are directly identifiable with / allocable to segments are considered for determining the segment result. Expenseswhich relate to the Company as a whole and not allocable to segments are included under unallocable expenditure.
c) Income which relates to the Company as a whole and allocable to segments is included in unallocable income.
d) Segment result includes margins on inter-segment sales which are reduced in arriving at the profit before tax to the Company.
e) Segment assets and liabilities include those directly identifiable with respective segments. Unallocable assets and liabilities represent the assets and liabilities that relate to the Company as a whole and not allocable to any segment.

Inter-Segment transfer pricing

Segment revenue resulting from transactions with other business segments is accounted on the basisof transfer price agreed between the segments. Suchtransfer prices are either determined to yield a desired margin or agreed on a negotiated basis.

3.16 Leases

The Company as a lessee:

The Company's lease asset classes primarily consist of leases for land and buildings. The Company assesseswhether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assesswhether a contract conveys the right to control the use of an identified asset, the Company assesseswhether:

(i) the contract involves the use of an identified asset,
(ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease, and
(iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use (ROU) asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of 12 months or less (short-term leases) and low value leases. For these short-term and low-value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROUassets and

fDdo Count Industries Limited

I I · bif . ^I ^d ^h . hen ⁱ bl·· 'h3;'hMAH,1 b'l() (1 . ease ra I rtles me u es t ese options w en It ISreasona y certain t at t ey WI e exercised. The ROUassets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

ROU assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. ROU assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Forthe purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases,the recoverable amount is determined for the CashGenerating Unit (CGU)to which the asset belongs.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related ROU asset if the Company changes its assessment of whether it will exercise an extension or a termination option. Lease liability and ROU assets have been separately presented in the BalanceSheet and lease payments have been classified asfinancing cash flows.

The Company as a lessor:

Leasesfor which the Company is a lessor is classified as a finance or operating lease.Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease.All other leasesare classified as operating leases.

3.17 Employee benefits

i) Short-term employee benefits

All employee benefits payable within twelve months of rendering the service are classified as short term employee benefits. Benefits such as salaries, wages, etc. and the excepted cost of bonus, ex-gratia, and incentives are recognized in the period during which the employee renders the related service.

ii) Post-employment benefits
a) Defined contribution plans

State Government Provident Scheme is a defined contribution plan. The contribution paid jpayable under the scheme is recognized in the statement of profit and loss during the period in which the employee renders the related services.

b) Defined Benefit Plans

The employee Gratuity Fund scheme and Leave Encashment scheme managed by different trusts are defined benefit plans.

Dio Count Industries limited

3 1 MAR 202'

The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method with actuarial valuations being carried out at each balance sheet date, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measure each unit separately to build up the final obligation.

Remeasurements, comprising of actuarial gain and loss, the effect of 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 other comprehensive income in the period in which they occur. Remeasurements are not reclassified to the statement of profit and loss in subsequent periods. Past service cost is recognized in the statement of profit and loss in the period of plan amendment.

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 under employee benefit expenses in the statement of profit and loss.

Service costs comprising current service costs, past-service costs, gains and losseson curtailments and non-routine settlements.
Net interest expense or income.

Long-term employee benefit

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognized as a liability at the present value of the defined benefit obligation at the balance sheet date.

Termination benefits

Termination benefits are recognized as an expenses in the period in which they are incurred.

3.18 Provisions, Contingent liabilities, Contingent assets and Commitments

General

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event. It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

If the effect of time value of money is material, provisions are discounted 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 passageof time is recognized as a finance cost.

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3: 1 MAR ²⁰²¹

Contingent liability is disclosed in the caseof:

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

Commitments include the amount of purchase order (net of advances) issued to parties for completion of assets.

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

Warranty Provisions

Provision for warranty-related costs are recognized when the product is sold or service provided to the customer. Initial recognition is based on historical experience. The- initial estimate of warranty-related costs is revised annually.

Liquidated damages

Provision for liquidated damages are recognized on contracts for which delivery dates are exceeded and computed in reasonable manner.

Other litigation claims

Provision for litigation related obligation represents liabilities that are expected to materialize in respect of matters in appeal.

Onerous contracts

A provision for onerous contracts is measured at the present value lower of the expected costs of terminating the contract and the expected cost of continuing with the 'contract. Before a provision is established, the Company recognizesimpairment on the assetsunder the contract.

3.19 Exceptional Items

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

3.20 Non-current assets held for sale and discontinued operations

Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Noncurrent assets and disposal groups classified as held for sale are measured at lower of their carrying amount and fair value less costs to sell. This condition is regarded as met only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

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Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the statement of profit and loss.

Assetsand liabilities classified as held for distribution are presented separately from other assets and liabilities in the balance sheet.

A disposal group qualifies as discontinued operation if it is a component of the Company that either has been disposed of, or is classified as held for sale and:

represents a separate major line of businessor geographical area of operations,
is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations,
or
is a subsidiary acquired exclusively with a view to resale.

An entity shall not depreciate (or amortise) a non-current asset while it is classified as held for sale or while it is part of a disposal group classified as held for sale.

3.21 Financial Instruments

i) Financial assets

Initial recognition and measurement

All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition ofthe financial asset.

Financial assets are classified, at initial recognition, as financial assets measured at fair value or as financial assetsmeasured at amortised cost.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in two broad categories:

Financial asset at fair value
Financial assetsat amortised cost

Where assets are measured at fair value, gains and lossesare either recognized entirely in the statement of profit and loss (i.e. fair value through profit or loss), or recognized in other comprehensive income (i.e fair value through other comprehensive income).

A financial asset that meets the following two conditions is measured at amortised cost (net of any write down for impairment) unless the asset is designated at fair value through profit or loss under the fair value option.

Business model test: The objective of the Company's business model is to hold the financial asset to collect the contractual cash flows (rather than to sell the instrument prior to its contractual maturity to realize its fair value changes).
Cash flow characteristics test: The contractual terms of the financial asset give rise on specified dates, to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset that meets the following two conditions is measured at fair value through other comprehensive income unless the asset is designated at fair value through profit or loss under the fair value option.

Business model test: The Financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets.
Cash flow characteristics test: The contractual terms of the financial asset give rise on specified dates, to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Even if an instrument meets the two requirements to be measured at amortised cost or fair value through other comprehensive income, a financial asset is measured at fair value through profit or loss if doing so eliminates or significantly reduces a measurement or recognition inconsistency (sometimes referred to as an 'accounting mismatch') that would otherwise arise from measuring assets or liabilities or recognizing the gains and losses on them on different basis.

All other financial asset is measured at fair value through profit or loss.

All equity investments are measured at fair value in the balance sheet, with value changes recognized in the statement of profit and loss, except for those equity investments for which the entity has elected to present value changes in 'other comprehensive income'.

If an equity investment is not held for trading, an irrevocable election is made at initial recognition to measure it at fair value through other comprehensive income with only dividend income recognized in the statement of profit and loss.

Derecognition

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

The rights to receive cash flows from the asset have expired, or
The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a "pass-through" arrangement and either;
a) The Company has transferred substantially all the risks and rewards of the asset, or
b) The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has tra nsferred control of the asset.

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

3 1 MAR 2011

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

Investment in associates, joint venture and subsidiaries

The Company has accounted for its investment in associates, joint venture and subsidiaries at cost.

Impairment of financial assets

The Company assesses impairment based on Expected Credit losses (ECl) model to the following:

Financial assets measured at amortised cost;
Financial assets measured at fair value through other comprehensive income (FVTOCJ);

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

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

The Company follows 'simplified approach' for recognition of impairment loss allowance on:

Trade receivables or contract revenue receivables; and
All lease receivables

Under the simplified approach, the Company does not track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECls at each reporting date, right from its initial recognition.

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

For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12 - months' ECl is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECl is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the Company reverts to recognize impairment loss allowance based on 12 - months' ECL.

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

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3 1 MAR ²⁰²¹

ii) Financial liabilities:

Initial recognition and measurement

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

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

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging inst-ruments in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gainsor losseson liabilities held for trading are recognized in the statement of profit and loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, only if the criteria in Ind AS109 are satisfied.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EJRmethod. Gains and lossesare recognized in profit or loss when the liabilities are derecognized as well as through the EIRamortization process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EJRThe E . IRamortization is included asfinance costs in the statement of profit and loss.

Financial guarantee contracts

Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognized initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuanceof 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 amount recognized lesscumulative amortization.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms of an existing liability substantially modified, such as exchange or modification is treated as the derecognition of the original liability and the

3 1 MAR ²⁰²¹

recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit and loss.

iii) 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 recognized amounts and there is an intention to settle on a net basis,to realize the assetsand settle the liabilities simultaneously.

iv) Derivative financial instruments and hedge accounting

The company enters into derivative contracts to hedge foreign currency /price risk on unexecuted firm commitments and highly probable forecast transactions. Such derivative financial instruments are initially recognized at fair value on the date on which a derivate contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to statement of profit and loss, except for the effective portion of cash flow hedges, which is recognized in other comprehensive income and presented as a separate component of equity which is later reclassified to statement of profit and loss when the hedge item affects profit or loss.

3.22 Business combination under common control

Common control business combinations include transactions, such as transfer of subsidiaries or businesses, between entities within a group.

Businesscombinations involving entities or businessesunder common control are accounted for using the pooling of interest method. Under pooling of interest, the assets and liabilities of the combining entities are reflected at their carrying amounts, the only adjustments that are made are to harmonise accounting policies. -

The financial information in the financial statements in respect of prior periods are restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination. However, if business combination had occurred after that date, the prior period information is restated only from that date.

The difference, if any, between the amount recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor is transferred to capital reserve and presented separately from other capital reserves with disclosure of its nature and purpose in the notes.

3.23 Preference Shares

i) Non-convertible Preference Shares

On issuance of non-convertible preference shares, the fair value is determined using a market rate for an equivalent non-convertible instrument. This amount is classified as a

Indo Count Industries limited

3 1 MAR 2021

financial liability measured at amortised cost (net of transaction costs) until it is extinguished on conversion or redemption.

ii) Convertible Preference Shares

Convertible preference shares are separated into liability and equity components based on the terms of the contract.

On issuance of the convertible preference shares, the fair value of the liability component is determined using a market rate for an equivalent non-convertible instrument. This amount is classified as a financial liability measured at amortised cost (net of transaction costs) until it is extinguished on conversion or redemption. The remainder of the proceeds is allocated to the conversion option that is recognised and included in equity. Transaction costs are deducted from equity, net of associated income tax. The carrying amount of the conversion option is not remeasured in subsequent years.

Transaction costs are apportioned between the liability and equity components of the convertible preference shares based on the allocation of proceeds to the liability and equity components when the instruments are initially recognised.

3.24 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 April 1, 2020.

4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

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

Judgements

In the process of applying the Company's accounting policies, management hasmade judgements, which have the most significant effect on the amounts recognised in the financial statements.

Estimates and assumptions

The kElYassumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the standalone financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change

trdo COUNtIndustries Umited 3 1 MAR ²⁰²¹

due to market changes or circumstances arising that are beyond the control of the Company Such changes are reflected in the assumptions when they occur.

Impairment of non-financial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. 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 higher of an asset's or CGU's fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely indepen-dentof those from other assets or groups of assets. Where 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.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

Defined benefit plans

The cost of the defined benefit plan and other post-employment benefits and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Impairment of financial assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Company's past history, existing market conditions as well as forward looking estimates at the end of each reporting period

Leases

Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on a lease-by-Iease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to the Company's operations and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure 'that the lease term reflects the current economic circumstances. After considering current and future economic conditions, the Company has concluded that no changes are required to lease period relating to the existing lease contracts.

Estimation of uncertainties relating to the global health pandemic from COVID-19

The Company has considered the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of receivables, unbilled revenues and investment in subsidiaries. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these financial statements has used internal and external sources of information including credit reports and related information, economic forecasts. The Company has performed sensitivity analysis on the assumptions used and based on current estimates expects the carrying amount of these assets will be recovered. The impact of COVID-19 on the Company's financial statements may differ from that estimated as at the date of approval of these financial statements.

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

5. PROPERTY, PLANT AND EQUIPMENT

									Rs. in lakhs
Particulars	Land.	Land-	Buildings ^*	Plant &	Furniture	Factory &	Vehicles	Total	Capital
	Leasehold	Frechold		Machinery	& Fixtures	Office			Work in
				ŧ		Equipments			**** Progress
Gross Carrying Amount
As at 01.04.2020		220.45	15,346.42	75,838.47	784.30	1,429.24	495.20	94,114.08	585.65
Additions			1,090.32	1,447.89	52.43	63.82		2,654.46	186.75
Disposals / Transfers				2,358.61			12.18	2,370.79
As at 31.03.2021		220.45	16,436.74	74,927.75	836.73	1,493.06	483.02	94,397.75	772.40
Accumulated Depreciation
As at 01.04.2020			4,473.72	35,360.02	424.29	979.24	283.48	11,520.75
Depreciation charged for the year			491.1	2,728.25	54.63	140.30	47.07	3,461.36

Disposals / Transfers				2,033.47			11.57	2,045.04
As at 31.03.2021			4,964.83	36,054.80	478.92	1,19.54	318.98	42,937.07

Net Carrying Amount As at 31.03.2020		220.45	10,872.70	40,478.45	360.01	450.00	211.72	52,593.33	585.65
As at 31.03.2021		220.45	1,471.9	38,872.95	357.81	373.52	164.04	51,460.68	772.40

a) Includes 10 shares of Rs. 50 each of Arcadia Premises Co-operative Society Limited. Ł

177

b) Includes 10 shares of Rs. 50 each of Vardhman Industrial Complex Premises Co-operative Housing Society Limited.

** Includes addition on account of Poreign Exchange fluctuations of Rs. 1.25 lakist (previous year Rs. 72.96 lakis).

*** Does not include Capital Advances of Rs. 400.53 lakhs (previous year Rs. 76.16 lakhs).

31 MAR 2021

NOTES TO THE ST ANDALONE FINANCIAL ST ATEM ENTS

Right-or-Use (ROU)

			Rs in lakhs
Particulars	Land -	Buildings	Total
	Leasehold
Gross Carrying Amount
As at 01.04.2020	833.70	1,605.05	2,438.75
Additions	586.74	-	586.74
Disposals I Transfers	-	468.06	468.06
As at 31.03.2021	1,420.44	1.136.99	2,557.43
Accurnalated Depreciation
As at 01.04.2020	52.66	560.63	613.29
Depreciation charged for the year	3.75	488.12	491.87 -
Disposals / Transfers	-	37103	371.03
As at 31.03.2021	56.41	677.72	734.13
Net Carrying Amount
As at 31.03.2020	781.04	1,044.42	1,825.46
As at 31.03.2021	1,364.03	459.27	1,823.30

Refer Note No. 43 for Information about Leases.

7. OTHER INTANGIBLE ASSETS

			Rs. in lakhs
Particulars	Software	Patents	Total
Gross Carrying Amount
As at 01.04.2020	529.23	207.90	737.13
Additions	23.05	57.14	80.19
Disposals I Transfers		-	-
As at 31.03.2021	552.28	265.04	817.32
Accumulated Depreciation
As at 01.04.2020	411.88	62.63	474.51
Depreciation charged for the year	58.51	19.35	77.86
Disposals I Transfers	-	-	-
As at 31.03.2021	470.39	81.98	552.37
Net Carrying Amount
As at 31.03.2020	117.35	145.27	262.62
As at 31.03.2021	81.89	183.06	264.95

NOTES TO THE STANDALONE FINANCIAL STATEi\IENTS

3¹ MAR 2021

8. NON-CURRENT INVESTMENTS

Particulars		!'io. of Shares			Rs. in lakhs
		As at 31.03.2021	As at 31.03.2020	As at 31.03.2021	As at 31.03.2020
QUOTED
Subsidiary Company
In fully paid up Equity Shares of Rs. 10 each
Pranavaditya Spinning Mills Limited		1,43,41.280	1,43,41,280	1,434.13	1,434.13
SUB-TOTAL	"			1.434.13	1,434.13
UNQUOTED
Subsidiary Company
In fully paid up Equity Shares
Indo Count Global Inc., USA		800	800	446.18	446,18
Indo Count UK Limited		86,000	86,000	79.62	79,62
Indo Count Retail Ventures Pvt. Ltd.		10,000	10.000	1.00	1.00
Indo Count Australia Pry Ltd.		-	1,000		0.52
Indo Count Global DMCC, UAE		2,750	2,750	530.64	530.64
SUB-TOTAL	u			1,057.44	1,057.96
TOTAL	'+B			2,491.57	2,492.09
Aggregate Value of:
Quoted Investments				1,434.13	1,434.13
Unquoted Investments				1,057.44	1,057.96
Market Value of Quo led Investments				2,308.95	2,330.46

<aJ Pursuant to the acquisition of remaining 17,50% shareholdlng, Indo Count Retail Ventures Pvt Ltd (ICRVPL) became the Wholly Owned Subsidiary of the Company with effect from March 9, 2020.

(b) The Company entered into a Business Transfer Agreement with ICRVPL. wholly owned subsidiary (WOS) on March 30. 2020, whereby the domestic home textile business of the WOS was acquired by the Company on 'slump sale' basis w.e.f April I, 2020. The assets and liabilities transferred pursuant to the arrangement are dealt with by the Company in its books in financial year 2020-21.

Particulars		Rs. in lakhs
	As at 31.03.2021	As al 31.03.2020
Security Deposits	170.16	287.04
Deferred Expenditure	21.30	46.02
TOTAL	191.46	333.06
Break-up:
Loans considered good - Secured
Loans considered good - Unsecured	191.46	333.06
Loans which hay" significant increase in Credit		-
Risk
Loans - Credit Impaired
TOTAL	191.46	333.06
Less: Allowance for Doubtful Loans
TOTAL	[91.46	333.06

- 9. NON CURRENT FINANCIAL LOANS

Refer Note No. )2 for information about Credit Risk and Market RISk of Loans.

- , [0. OTHFR NON CURREi\T F[iHNCIAL ASSETS

Particulars		Rs, in lakhs
	As al 31.03.2021	As lit 3 [.03.2020
Balances with Banks
- Held as Margin I Fixed Deposits	O.DI	0,01
TOTAL	O.O[	O.O[

Includes receipts lor Rs. 0.0 I lakhs (previous year Rs. IU)) lukhs) lodged with Sale, I ax Department.

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

3 1 MAR 2021

11. OTHER NON-CURRENT ASSETS

(Unsecured-considered good)
-----------------------------	--

Particulars		Rs. in lakes
	As at 31.03.2021	As at 31.03.2020
Capital Advances	400.53	76.16
Security Deposits	107 11	107.01
Others	319.06	459.65
'TOTAL	826.70	642.82

12. INVENTORIES

Particolars		Rs. in lakhs
		As at 31.03.2021 As at 31.03.2020
Raw Materials *	18,383.75	13,666.45
Work-in-Progress	24.920.88	20.259.43
Finished Goods	19,069.84	12,265.10
Waste	68.94	73.31
Stores & Spares **	4.309.99	3.120.13
Dyes and Chemicals ***	975.06	716.08
TOTAL	67,728,46	50,100.50

⁴ Includes goods in transit Rs. 1,862.26 lakhs (previous year Rs. 98.13 lakhs).

** Includes goods in transit Rs. 135.97 lakhs (previous year Rs. 9.17 lakhs).

*** Includes goods in transit Rs. 44.19 fakhs (previous year Rs. 3.96 lakhs).

13. CURRENT INVESTMENTS

Particulars		No. of Units			Rs. in lakhs
		As at 31.03.2021	As at 31.03.2020	As at 31.03.2021	As at 31.03.2020
Investments carried at Fair Value through Profit and Loss
QUOTED
In Mutual Funds:
Union Prudence Fund			99.990		9.54
Aditya Birla SL Arbitrage Fund Growth		49, 17, 570		1.023.58
IDFC Arbitrage Fund Growth		40,14,907		1.022.81
KOTAK Arbitrage Fund-Growth		17,66,184		513.13
ICICI Equity Arbitrage Fund-Growth,		38.16,997		1.022.96
INVESCO Mutual Fund		20,59,536		509.50
Union Hybrid Equity-Regular-Growth		99,985		10.70
Aditya Birla Sunlife Saving Fund		47,508		200.82
Avendus Absolute Return Fund		50.017		499.98
TOTAL	A			4,803.48	9.5.
In Short Term Investments:
HDFC Corporate Fixed Deposit				3.400.00
LIC Housing Finance Limited Fixed Deposit				7,990.00
Bajaj Finance Limited				500.00
TOTAL	EF.			11,890.00
TOTAL	A+B			$-16,693.48$	9.54
Aggregate Value of:
Quoted Investments				16,693.48	9.54
Unquoted Investments		√naar Mas
Market Value of Quoted Investments		ď		16,693.48	9.54

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

INDO COUNT INDUSTRIES LIMITE

3 1 MAR ²⁰²¹

Particulars		Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Receivables exceeding Six Months	995.33	1,267.18
Receivables - Others	46,547.76	20,974.02
Receivables from Related Parties (Refer Note No.	4,971.50	3,550.90
Receivables which have significant increase in Credit	-
Receivables - Credit Impaired	-	-
Allowance for Doubtful Receivables	-
TOTAL	52,514.59	25,792.10
Current Portion	52,514.59	25,792.10
Non-Current Portion	-	-
Break-up of Security Details:
Secured, Considered Good	-	-
Unsecured, Considered Good	52,514.59	25,792.10
Doubtful	-	-
TOTAL	52,514.59	25,792.10
Allowance for Doubtful Receivables	-
TOTAL	52,514.59	25,792.10

14. CURRENT TRADE RECEIVABLES

Refer Note No. 52 for information about Credit RIsk and Market Risk of Trade Receivables.

15. CASH AND CASH EQUIVALENTS

Particulars		Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Cash in Hand	7.42	27.09
Foreign currency in hand		- -
Balances with Banks :
- In Current Acounts	2,765.14	4,218.61
- Held as Fixed Deposits	8,658.00	8,317.97
TOTAL	11,430.56	12,563.67

16. BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS

Particulars	Rs, in lakhs
	As at 31.03.2021 As at 31.03.2020
Balances with Banks
- Held as Margin / Fixed Deposits	223.97 254.37
TOTAL	223.97 254.37

a) Includesreceipts for Rs. 212.67 lakhs (previous year Rs. 231.08 lakhs) held with bank as margin money against bankguarantees for Letter of Credit facilities.

b) Includesreceipts for Rs. 0.05 lakhs(previous year Rs. 0.05 Iakhs)lodged with Excise Department.

c) Includesreceipts for Rs. 11.25 lakhs(previous year Rs. I 1.25 lakhs)held with bank as margin money against guarantee given to MSEB.

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

31 MAR "'71

17. CURRENT FINANCIAL LOANS

Particulars	Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Security Deposits	169.87	31.29
TOTAL	169.87	31.29
Break-up:
Loans considered good - Secured	-	-
Loans considered good - Unsecured	169.87	31.29
Loans which have significant increase in Credit	-	-
Risk
Loans - Credit Impaired		-
TOTAL	169.87	31.29
Less: Allowance for Doubtful Loans	-
TOTAL	169.87	31.29

Refer Note No. )2 for information about Credit Risk and Market Risk of Loans. -

18. OTHER CURRENT FINANCIAL ASS£TS

nsecure - consi ere goo Particulars Rs, in lakhs As at 31.03.2021 As at 31.03.2020 Derivative Asset 4,763.42 - Others 367.04 432.93 TOTAL 5,130.46 432.93 (U d id d d)

19. CURRENT TAX ASSETS

Particulars	Rs, in lakhs
	As at 31.03.2021	As at 31.03.2020
Advance Income Tax (including Tax Deducted at Source)	29.92	1,718.41
Refund Due	688.08	414.83
MAT Credit Entitlement	-	-
TOTAL	718.00	2,133.24

20. OTHER CURRENT ASSETS

nsecure -consi ere goo (U d id d d)

Particulars		Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Export Incentives / Claims Recoverable	2,889.05	8,226.80
Balances with Excise / Service Tax Authorities	70.83	97.05
Balances with VAT / GST Authorities	6,789.57	5,624.56
Interest Accrued on Loans & Deposits	221.09	19.08
Advance to Suppl iers	1,611.30	882.85
Others	1.074.07	961.11
Security Deposits	4.01	4.01
TOTAL	12,659.92	J 5,815.46
-= l.ess: Allowance for Doubtful l.oans	433.43	-
A- 'V~I~ TOTAL	12,226.49	J 5,8J 5.46
~t~J ~J!~. ~\::\'):	~~ ,-j"S

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

131 J MAR iG2J

21. SHARE CAPITAL

Particulars		Rs, in lakhs
	As at 31.03.2021	As at 31.03.2020
Authorised:
Equity Shares
27,50,00,000 Shares of Rs. 2 each	5,500.00	5,500.00
Preference Shares
50,00,000 Shares of Rs. 10 each	500.00	500.00
TOTAL	6,000.00	6,000.00
Issued, Subscribed and Paid-Up:
Equity Shares
19,73,99.670 Shares of Rs. 2 each	3,947.99	3,947.99
TOTAL	3,947.99	3,947.99

Notes:

(a) Reconciliation of the number of shares outstanding at the beginning and at the end of the vear:

Particulars		As at 31.03.2021		- As at 31.03.2020
	No. of Shares	Rs. in lakhs	No. of Shares	Rs. in lakhs
Authorised:
Equity Shares of Rs. 2 each
Balance at the beginning of the year	27,50,00,000	5.500.00	27,50,00,000	5.500.00
Increase due to Sub-Division •	-	-	-
Balance at the end of the year	27,50,00,000	5,500.00	27,50,00,000	5,500.00
Preference Shares of Rs. 10 each			-
Balance at the beginning of the year	50,00,000	500.00	50,00,000	500.00
Balance at the end of the year	50,00,000	500.00	50,00,000	500.00
TOTAL	28,00,00,000	6,000.00	28,00,00,000	6,000.00
Issued, Subscribed and Paid-Up:
Equity Shares of Rs. 2 each
Balance at the beginning of the year	19,73,99.670	3,947.99	19,73,99.670	3,947.99
Increase due to Sub-Division •			-
Balance at the end of the year	19,73,99,670	3,947.99	19,73,99,670	3,947.99

(b) Terms I Rights attached to Equity Shares:

(i) The Company has only one class of Equity Shares having a par value of Rs. 2 each. Each holder of Equity Shares is entitled to one vote per share and pro-rata dividend on the shares held.

(ii) In the event of liquidation of the Company. the holders of Equity Shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders.

"
Particulars		As at 31.03.2021		As at 31.03.2020
	No. of Shares	Percentage	No. of Shares	Percentage
Indo Count Securities Limited	3,10,41.385	15.73%	3.10.41.385	15.73%
Sandridge Investments Limited	6,20,02,455	31.41%	6)0,02,455	31.41%

(d) There are no shares reserved for issue under options and contracts I commitments for the sale of shares I disinvestment.

Particulars	Rs. in lakhs
	2020-21	2019-20
Final Dividend for F.Y. 2018-19: Re. 0.60 per share (Face Value of Rs. 2 each)		1.184.40
Final Dividend for F.Y 2019-20: Re. 0.60 per share (Face value of Rs. 2 each)	l.18·UO	-

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

3: 1 MAR 202J

22. NON-CURRENT BORROWINGS

Particulars	Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Secured
I) Term Loan
i) Rupee loans
- From Banks (a)	-	375.00
- From Financial Institutions (a)	1,935.26	3,020.33
Unsecured
I) Foreign Currency Loan
i) Buyer's Credit (b)	-	214.39
TOTAL	1,935.26	3,609.72

a) Secured by first pan-passu charge by way of mortgage of Immovable properties of the Company situated at Kolhapur and by second pari-passu charge on hypothecation of all movable properties and current assets of the Company both present and future. Loans include amounts appearing in current maturities of long term debts of Rs. 1,488.11lakhs, (previous year Rs. 1,765.00 lakhs).

b) Includes amount appearing in current maturity oflong term debts Rs. I06.ISlakhs (previous year Rs. 225.96 lakhs),

c) Maturity profile of Non-Current Borrowings:

Particulars	Rs. in lakhs
	1-2 Years	2-3 Years
I) Term Loan
i) Rupee loans
- From Banks	-	-
- From Financial Institutions	1,113.I I	822.15
TOTAL	1,113.11	822.15

23. OTHER NON-CURRENT FINANCIAL LIABILITIES

Particulars		Rs. in Iakhs
	As at 31.03.2021	As at 31.03.2020
Lease Liability Payable (Refer Note No. 43)	156.33	58S.72
TOTAL	156.33	588.72

24. NON-CURRENT PROVISIONS

Particulars	Rs. in lakhs
	As at 31.03.2021 As at 31.03.2020
Provision for Employee Benefits	578.97 276.25
TOTAL	276.25 578.97

31 MAR 2021

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

25. INCOME TAX

The major components of Income Tax expense for the years ended 31 March, 2021 and 31 March, 2020 are STATEMENT OF PROFIT AND LOSS Profit and Loss section

Particulars	Rs. in lakhs
	31.03.2021	31.03.2020
Current Income Tax:
[Current Income Tax charge]	8.739.54	1.739.44
Adjustments in respect of Current Income Tax of previous years Deferred Tax:	113.64	0.21
Relating to origination and reversal of temporary differences	379.06	(3,492,79)
Income Tax expense reported in the Statement [of Profit and Loss	9.232.24	(1,753,14)

(a) The Company elected to exercise the option permitted under section 115BAA of the Income-tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has recognized Provision for Current Tax and re-measured its Deferred Tax Liabilities based on rate prescribed in the said section

Other Comprehensive Income (OCI) section

Particulars	Rs. in lakhs
	31.03.2021	31.03.2020
Net loss / (gain) on remeasurements of Defined Benefit Plan and change in Forex	2.078.11	(1,584.42)
Income Tax charged to OCI	2.078.11	(1.584.42)

DEFERRED TAX

Particulars	Rs. in lakes
	Balance Sheet		Profit & Loss
	31.03.2021	31.03.2020	31.03.2021	31.03.2020
Deferred Tax relates to the following:
Expenses allowable on payment basis	46608	1.873.14	1.407.06	(1,582.19)
Incomes allowable on receipt basis	(1.198.86)		1.198.86	(506.56)
Accelerated Depreciation for Tax purpose	(7,529.93)	(7,678.68)	(148.75)	(2,988.46)
	(8.262.71)	(5, 805, 54)	2,457.17	(5.077.21)
Deferred Tax Expenses / (Income):
- Recognised in Profit and Loss			379.06	(3.492.79)
- Recognised in OCI			2.078.11	(1,584.42)
Deferred Tax Assets / (Liabilities)	(8,262.71)	(5,805,54)
	(8.262.71)	(5,805.54)	2, 157, 17	(5.077.21)

Deferred Tax asset in respect of long term capital losses of Rs. 67.50 lakhs (previous year Rs 67.50 lakhs) has not been recognised in view of uncertainty of its realisation

Reflected in the Balance Sheet:

Particulars	Rs. in lakhs
	31.03.2021	31.03.2020
Deferred Tax Assets	466.03	1,873.14
Deterred Tax Liabilities	(8.728.79)	(7,678.68)
Deferred Tax Liabilities (Net)	(8, 262.71)	(5,805,54)

Reconciliation of Deferred Tax Liabilities (Net).
Particulars	Rs. in lakhs
	31.03.2021	31.03.2020
Opening Balance as of I April	(5,805,54)	(10,882.75)
Tax Income / (Expense) during the period recognised in Profit and Loss	(379.06)	3,492.79
Income / (Expense) during the year recognised in IOCL	(2.078.11)	1.58442
Closing Balance as at 31 March	(8, 262.71)	(5,805,54)

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

26. OTHER NON-CURRENT LIABILITIES

r31.1 MAR 2C21

Particulars	Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Deferred Government Grants related to Property,
Plant & Equipment	758.56	797.93
TOTAL	758.56	797.93

27. CURRENT BORROWINGS (Secured)

Particulars : Loans repayable on Demand		Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020

i) From Banks •
- In Rupees	50,586.22	29,184.60
- In Foreign Currency	-
TOTAL	50,586.22	29,184.60

• Secured by first pan-passu charge by way of hypothecation on all current assets and movable assets arrd further secured by second pari-passu charge on immovable properties of the Company situated at Kolhapur, both present and future.

28. TRADE PAY ABLES DUE TO MICRO & SMALL ENTERPRISES

Particulars	Rs, in lakhs
	As at 31.03.2021 As at 31.03.2020
Payables	4,065.26 1,887.52
TOTAL	1,887.52 4,065.26

Note:

The Company has certain dues to suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006 ('MSMED Act'). The disclosures pursuant to the said MSMED Act are as follows:

Particulars	Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
a) The principal amount remaining unpaid to any supplier at the end of the year	4,065.26	1,887.52
b) Interest accrued and due to suppliers under the Act, on the above amount	24.76	54.20
c) Payment made to suppliers (other than interest) beyond the appointed day, during the year	3.377.38	4,102.46
d) Interest paid to suppliers under the Act		-
e) Interest due and payable to suppliers under the Act, for payments already made	21.91	52.19
f) Interest accrued and remaining unpaid at the end of the year under the Act	24.76	54.20
g) The amount of further interest remaining due and payable even in the succeeding years for the purpose of disallowances under Section 23 of the Act	-	-

Disclosure at payable to vendors as defined under the ivfSMEDAct IS based 011 the information available with the Company regarding the status of registration of such vendors under ihe said Act, as per the intimation received from them on requests made by the Company.

NOTES TO THE STANDALONE rll"ANCIAL STATEMENTS

TRADE PAY ABLES OTHER THAN MICRO & SMALL ENTERPRISES

Particulars	Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Payables'	18.911.20	9.734.86
TOTAL	18,911.20	9,734.86

• a) Includes payable to an Indian Subsidiary Rs. N.I (previous year Rs.0.99Iakhs). b) Includes payable to a Foreign Subsidiary Rs 14.62 Iakhs (previous year Rs.0.36 lakhs).

OTHER CURRENT FINAI"CIAL
Particulars		Rs. in Iakhs
	As at 31.03.2021	As at 31.03.2020
Current Maturities of Long Term Debts	1,594.29	1.990.96
Interest Accrued but not due on Borrowings	0.12	1.35
Unpaid Dividend'	132.09	108.45
Derivative Liabilities		5,639.00
Lease Liability Payable (Refer Note No. 43)	355.16	529.66

• There are no amounts due and outstanding to be credited to Investor Education & Protection Fund Other Payables 930.97 945.69 TOTAL 3.012.63 9,215.11

31. OTHER CURRENT LIABILITIES

Particulars		Rs. ill Iakhs
	As at 31.03.2021	As at 31.03.2020
Advance from Customers	208.48	107.16
Deterred Government Grants related to Property,	39.37	39.37
Plant & Equipment
Other Payables	9,017.02	7,082.00
TOTAL	9,264.87	7,228.53

32. DISCLOSURES AS REQUIRED BY INDIAN ACCOUNTING STANDARD (IND-AS) 37 "PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS"

(i) Movement in Provisions:

						Rs in lakhs
Particulars		Bank Guarantees		Excise Duty I Customs Duty I		VAT/GST
				Service Tax
	As at 31.03.2021	As at 31.03.2020	As at 31.03.2021	As at 31.03.2020	As 3131.03.2021	As at 31.03.2020
amount at the beginning of the year ,. Carrying	960.69	956.19	182.84	182.84
Add: Provision made during the year ••		4.50			104.32
Less: Amounts used during the year	491.18
amount at the end of the year ,. Carrying	469.51	960.69	182.84	182.84	104.32	-

Rs in lakhs
Particulars		Other Litigation Claims	Corporate	Guarantee		Total
	As at 31.03.2021	As at 31.03.2020	As at 31.03.2021	As at 31.03.2020	As .131.03.2021	As at 31.03.2020
at the beginning of the year * Carrying amount	47.51	52.71	7.188.18	6,569.73	8,379.22	7,761.47
Add: Provision madeduring the year	0.38	036		618.45	104.70	623.31
Less: Amounts used during the year		5.56	2.436.03		2,927.21	556
Carrying amount at the eod of the year ,.	47.89	47.51	4,752.15	7,188.18	5.556.71	8,379.22

Carrying amounts compnsc of non-current and current prcvrsrons.

Additional provision made during the year and reversal of unused amounts are included in the respective head of accounts.

(ii) Nature of Provisions:

(a) Bank guarantee amount represents Company's performance obligauon to the holder of guarantee

(b) Provision for excise duty I customs duty I service tax represents the differential duty liability that may be expected to materialise in respect of rnaners in appeal.

(c) Provision for litigation represents liabilities that may be expected to materialise in respect of matters ill appeal. (d) Corporate guarantee amount represents guarantee given (0a foreign bank on behalf of a foreign subsidiary.

INDO COUNT INDUSTRIES LIMITE

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

L3LJ MAR L U21

33. REVENUE FROM OPERA nONS

Particulars		Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
I) Sale of Products •
- Manufactured	2,27,193.01	1,79,338.70
- Stock-In-Trade	7,268.71	366.17
2) Sale of Services	-	0.77
3) Other Operating Revenue
- Export IncentivesI Benefits ••	17,013.00	16,801.53
REVENUE FROM OPERATIONS	2,51,474.72	1,96,507.17

• a) Includes sale to an Indian Subsidiary and Associate RS.0.62lakhs(previous year Rs. 2,87: b) Includes sale to Foreign Subsidiaries Rs. 13,214.01 lakhs (previous year Rs. 9,675.49 lakhs).

•• The Central Government of India has announced a new scheme called Remission of Duties or Taxes on Export Product (RoDTEP) which has replaced Merchandise Export from India Scheme (MEIS) and Rebate of State and Central Taxes and Levies (RoSCTL) benefit w.e.f January 1,2021. As the rates under RoOTEP have not been declared till date, the income on account of benefits under the new scheme has not been recognized for the Quarter ended March 31, 202 I.

Disaggregation of Revenue

Revenue based on Geography

Particulars		Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
Domestic	12,963.18	10,416.82
Export	2,38,511.54	1,86,090.35
REVENUE FROM OPERATIONS	2,51,474.72	1,96,507.17

Reconciliation of Revenue from Operations with Contract Price

Particulars	Rs, in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
Contract Price	2,64,827.52	2,05,082.05
Less:
Sales Returns	575.02	473.00
Rebates & Discounts	1,651.94	1,637.66
Embedded Interest	155.92	17I.II
Others	10,969.92	6,293.11
REVENUE FROM OPERATIONS	2,51,474.72	1,96,507.17

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

13L1 MAR 20Z

34 OTHER INCOME

Particulars	Rs. in lakhs
	For the year 01.04.2020 to	For the year 01.04.2019 to
	31.03.2021	31.03.2020
Interest - Banks	728.27	30.31
lnteresr- Others	270.62	202.62
Government Grants related to Property, Plant & Equipment	39.37	39.36
Government Grants Received	80.00
Miscellaneous Receipts and Incomes	106.05	33.95
Cash Discount Received	0.63	557
Insurance Claim Received	4.31	-
Profit on changes in NA V of Mutual Funds	94.18
Profit on Redumpticn of Mutual funds	8.22
Dividend Received on Mutual Funds	-	80.52
Profit on Sale of Assets	49.94	0.05
Exchange Rate Difference (Net)		4,905.43
Rent Received	1.10	1.20 -
Mark to Market on Forward Contracts	2.224.53
Provision for Doubtful Debts Written Back		10.03
Sundry balances / Excess provision written back	6.48	14.01
Liability no longer payable written back	160.25	108.72
TOTAL	3,773.95	5,431.77

35. COST OF MA TERIALS CONSUMED

Particulars		Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
& Components Raw Material Consumed
Opening Stock	13,666.45	11,594.03
Add: Purchases *	1,37,997.73	1,11,142.87
SUB-TOTAL	1,51,664.18	1,22,736.90
Less: Closing Stock	18,383.75	13,666.45
COST OF MATERIALS CONSUMED	1,33,280.43	1,09,070.45

* Includes purchases from an Indian Subsidiary Rs. 198.67 lakhs (previous year Rs. 129.14 lakhs).

36. CHANGES IN INVENTORIES OF FINISHED GOODS, WORK IN PROGRESS AND STOCK IN TRADE

Particulars		Rs. in lakhs
		For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
Opening Stock
Finished Goods		12,265.10	12,483.32
Stock in Process		20,259.43	19,144'.50
Waste		73.31	40.73
SUB-TOTAL	A	32,597.84	31,668.55
Less; Closing Stock
Finished Goods		19.069.84	J 2.265.1 0
Stock in Process		24.920.88	20.25943
Waste		68.94	73.3 J
Goods in Transit			-
SUB-TOTAL	H	44,059.66	32,597.84
(INCREASE) / DECREASE IN STOCK	A·B	(11,461.82)	(929.29)

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

.3~lMAR 20;

37. EMPLOYEE BENEFITS EXPENSE

Particulars	Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
Salaries& Wages	11,229.00	10,363.16
Directors' Remuneration	2,280.44	1,088.55
Contribution to Provident & Other Funds	654.25	625.09
Gratuity	162.59	144.29
Staff Welfare Expense	171.40	227.94
Recruitment& Training Expense	29.76	13.37
TOTAL	14,527.44	12,462.40

38. FINANCE COST

Particulars	Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
Interest Expense:
- On Term Loans	394.99	588.11
- Banks	1,404.58	2,339.82
- Others	110.68	162.50
Bank Charges	710.69	553.56
Finance Procurement Charges	72.47	48.99
TOTAL	2,693.41	3,692.98

39. DEPRECIATION & AMORTISATION EXPENSE

Particulars	Rs. in lakhs
	For the year	For the year
	01.04.2020 to	01.04.2019 to 31.03.2020
	31.03.2021
Depreciation	4,031.10	4,064.52
TOTAL	4,031.10	4,064.52

Refer Note No. 43 for information about Leases.

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

'3i1 MAR ²⁰²¹

40. OTHER EXPENSES

Particulars	Rs. in lakhs
	For the year	For the year
	01.04.2020 to	01.04.2019 to
	31.03.2021	31.03.2020
Consumption of Stores, Dyes and Packing Materials	18,432.64	15,110.45
Jobwork Charges	29,280.32	20,181.42
Power& Fuel	6,386.59	7,312.38
Rent (a)	208.88	129.87
Rates, Taxes & Fees	108.76	112.14
Insurance	494.45	420.65
Repairs to Machinery	572.72	402.57
Repairsto Buildings	85.69	95.82
Commission& Brokerage	1,309.65	1,663.93
Freight Outward	4,382.19	3,586.90
Other Selling Expenses	1,804.53	2,803.06
Loss on Sale of Assets	199.00	1.51
Loss on sale ofInvestments	0.51
Loss in value ofNAV of Mutual Funds	-	7.82
Loss on Redemption of Mutual Funds	-	18.20
Bad Debts/ Advances written off	13.82	54.29
Provision for Doubtful Debts/Advances	433.43	-
Exchange Rate Difference (Net)	296.62	-
Mark to Market on Forward Contracts	-	875.92
Miscellaneous Expenses (b)	5,594.88	4,984.02
TOTAL	69,604.68	57,760.95

(a) Refer Note No. 43 for information about Leases.

(b) Includes Payment to Auditors

Particulars	Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
As Statutory Audit Fees	13.00	13.00
As Quarterly Audit / Limited Review Fees	9.00	9.00
As Tax Audit Fees	3.00	300
ForCertification Work	0.28	0.20
In Other Capacity	3.52	1.68
For Reimbursement of Expenses	0.70	1.28
TOTAL	29.50	28.16

41. EXCEPTIONAL ITEMS

(a) Includes Rs. Nil (previous year Rs. 9,427.12 lakhs) provided against refund of excess export benefits of earlier years by way of MEIS claimed to the extent ofRs. Nil (previous year Rs. 7,267.87Iakhs) along with interest thereon against Adjudication Order issued by office of The Commissioner of Customs.

(b) Pursuant to the Notifications dated January 14,2020 and January 29, 2020 issued by The Ministry of Textiles & the Ministry of Commerce, Government of India, withdrawing the entitlement under Merchandise Exports from India Scheme (MEIS) with retrospective effect from March 07, 2019 on certain products exported in the past, the Company had written off the MEIS benefit of Rs.Nil (previous year Rs 419.33 lakhs) for the period from March 07.2019 to March 31,2019 as Exceptional Item.

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

f3il MAR ~~~ 3 ¹ MAR ²⁰²

42. CONTINGENT LIABILITIES AND COMMITMENTS (to the extent not provided for)

A. Contingent Liabilities

Pa rtieu la rs	Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
i) Bank Guarantees	469.51	960.69
Excise Duty I ii) Custom Duty / Service Tax demands disputed in Appeals	182.84	182.84
iii) VAT I GST demands disputed in appeals	104.32
iv) Other litigation claims (Including Pending Labour cases)	47.89	47.51
v) Corporate Guarantee given to a Foreign Bank outside India for securing financial assistance to a Foreign Subsidiary	4,752.15	7,188.18

(a) In terms of EPCG Licences issued, the company has undertaken an export obligation for Rs. 64,797 lakhs, which is to be fulfilled over a period of 6 years. The company has completed the export obligation to the extent of Rs. 64,797 lakhs till the year end, of whicl licenses having Export Obligation of Rs, 50,442 lakhs redeemed by the DGFT and balance licenses having completed Export Obligation value of'Rs. 14,355 lakhs are under redemption at DGFT. Further, there are licenses issued by the DGFT amounting to Rs. 4,439 lakhs for which capital goods are under imports.

(b) The Company does not have any Advance Authorization (Advance Import Licenses) at the year end.

(c) Under the package scheme of incentives ofGovemment of Maharashtra for Mega Projects, the Company was eligible for VAT and Electricity duty refund benefits. However, ifit contravenes any of the conditions of the scheme or eligibility certificate of entitlement, it shall repay forthwith the entire benefits drawn I availed alongwith interest thereon together with costs, charges and expenses.

(d) No provision has been made in the accounts towards Electricity Duty on electricity generated for capti ve use during the period 01.04.2000 to 30.04.2005 amounting to Rs, 292.07 lakhs (previous year Rs. 292.07 lakhs) excluding interest, as the Company has won the case against MSEDCL vide order number 2204 of2007 dated 07.11.2009 of the Hon'ble High Court of Mumbai whereby it was decided that no such duty is payable. MSEDCL has appealed before the Hon'ble Supreme Court with condonation of delay and matter is yet to be heard. As the matter is subjudice, the management feels that no provision is necessary. _

B. Commitments

Particulars		Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
a) Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for	3,266.02	76.16
b) Letter of credits opened for which the material has not yet been shipped	7,170.65

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

43. LEASES

INDO COUNT INDUSTRIES LIMITE

³ 1 MAR ²⁰²¹

a) The effect of adoption of Ind AS I 16 is as follows:

The Following is the summary of practical expedients elected on initial application:

i) Applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date. ii) Applied the exemption not to recognize ROU assets and liabilities for leases with less than 12 months of lease term on the date of 'initial application,

iii) Excluded the initial direct costs from the measurement of the ROU asset at the date of initial application.

iv) Applied the practical expedient to grandfather the assessment of which transactions are leases. Accordingly, Ind AS I 16 is applied only to contracts that were previously identified as leases under Ind AS 17.

The weighted average incremental borrowing rate applied to lease liabilities as at April 1,2020 is 8.55%.

b) The changes in the carrying value of ROU assets for the year ended March 31,2021 are as follows:

			Rs. in lakhs
Particulars	Gross Carrying	Depreciation	Net Carrying
	Amount		Amount
Land	1,420.44	56.41	1,364.03
Building	1,136.99	677.72	459.27
TOTAL	2,557.43	734.13	1,823.30

c) The aggregate depreciation expense on ROU assets is included under depreciation and amortization expense in the Statement of Profit and Loss.

d) Expense relating to short-term leases and leases of low value assets amounted to Rs. 208.88 lakhs has been disclosed under Note 39 to the financial statements.

e) Carrying value of Right-of-Use (ROU) assets amounted to Rs. 1,823.30 lakhs are disclosed under Note 6 to the financial statements.

t) The break-up of non-current and current lease liabilities as at March 31,2021 are disclosed under Note No. 23 & 30 respectively.

g) The details of the contractual maturities of lease liabilities as at March 31, 2021 on an undiscounted basis are as follows:

Particulars	Rs, in lakhs
	For the year to 01.04.2020 31.03.2021	For the year to 01.04.2019 31.03.2020
A) The total of future minimum lease payments for each of the under non-cancellable leases following years: i) Not later than one year	625.95	591.90
Later than one year and not later than f ii) ve B) Lease payments recognized in the Statement of Profit and Loss	268.39 208.88	668.74 129.87

h) The Company does not face a Significant liquidity fisk with regard to ItSlease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due. . . ...

NOTESTO THE STANDALONE FINANCIAL STATEMENTS

RELATED PARTY DISCLOSURES

Related party disclosures as required by IND-AS 24 "Related Party Disclosures" are given below;

i) Key Management Personnel
I. Shri Anil Kumar Jain	Executive Chairman
2. Shri Mohit .lain	Executive Vice Chairman (w.e.f. 01.07.2019), Non Executive Director tfrorn 01.07.2018lO 30.06.2019)
3. Shri K. R. Lalpuria	Executive Director & C.E.O.
4. Shri Kamal Mitra	Director (Works)
5. Shri P. N. Shah	Director (upto 15.08.2019) Independent
6. Shri R. Anand	Director Independent (upto [5.08.20[9)
7. Shri Dilip Thakkar	Director Independent
8. Shri Prern Malik	Independent Director
9. Shri Sushil Kumar Jiwarajka	Independent Director
10. Dr. (Mrs.) Vaijayanti Pandit	Independent Director
I I. Shri Sanjay Kumar Panda	Independent Director
12. Shri Siddharth Mehta	Independent Director

ii) Relatives of Key Management Personnel

I. Smt. G. D. Jain
1. Smt. Shikha Jain

iii) Parties where Control Exists

A. Subsidiaries

I. Pranavaditya Spinning Mills Ltd.
1. Indo Count Retail Ventures Pvt. Ltd.
1. Indo Count Global Inc., (USA)
1. Indo Count UK Ltd., (United Kingdom)
1. Indo Count Australia PTY Ltd.
1. Indo Count Global DMCC, UAE (Formerly Hometex Global DMCC)

B. Associates

A. K. Jain HUF

C. Others

I. Indo Count Foundation

3 1 MAR 20, NOTESTO THE:STANDALONEFINANCIAL STATEMENTS

Rs in lakhs

Particulars	AssociatesI Subsidiaries	Relatives of Key Management	Key Management	Others	Total
		Personnel	Personnel 2,280.44		2,320.52
Remuneration Paid		40.08	(1,088 55)		(-) (1,12863)
		(-) (40.08)			238.49
Commission Paid	232.49		6.00 (7.00)		(-) (370.69)
	(363.69)		(-) 20.45		20.45
Sitting Fees			(-) ( 16.30)		(16.30) (-)
		(-)
Service Charges Paid				(-)	(273.61) (-)
	(273.61)		(-)		58.00
Commission Received	58.00			(-)	(,) ( 17.04)
	(17.04)		(-)	25.00	13,239.63
Sale of Goods	13,214.63			(-) ( 1.16)	( 12,542.24)
	(12,541.08)		(-)		80.75
Lease Rent Paid	80.75			(-)	(-) (81.95)
	(81.95)		(-)		0.20
Reimbursemt of Expenes	0.20				(-) (-)
		(-)	(-)	(-)-	0.20
Rcimbursernt of Expenes	0.20			(-)	(-) (-)
		(-)	(-)		11.60
Services Charges against Deputation of Staff	11.60		(-)	(-)	(-) (-)
		(-)			1.00
Business Purchase under Slump Sale from ICRVPL	1.00			(-)	(-) (-)
		(-)	(-)		336.23
CSR Expenses				-- 33623 (-)	(276.30)
		(-)	(-)	(276.30)	198.67
Purchase of Goods	198.67				(-) (476.49)
	(476.49)		(-)	(-)	8.86
Purchase of Stores, Spares & Packing Material	8.86				(-) (-)
		(-)	(-)	(-)
Sale of Machinery				(.).	(0.39) (-)
	(0.39)		(.)
Balance outstanding at the end of the year:					2,491.58
Investments a)	2,491.58			(-)	(-) (2,492.09)
	(2,492.09)		(-)	-	4,971.50
Sundry Debtors b)	4,971.50		(.)	(-)	(3,550.90) (-)
	(3,550.90)				15.60
Deposit- Rent c)	15.60			(-)'	(IS 60) (-)
	(15.60)		(-)		30.00 -
d) Deposit· Lease Machinery	30.00			(-)	(.) (-)
		(-)	(-J
0) Other Payables:			1,048.48		1,04848
Remuneration Payable		(-)	(.) (24205)		(242.05) (0)
			6.00		101.58
Commission Payable	95.58		(.) (7.00)		(72.49) (-)
	(6549)				14.62
Service Charges Payable	14.62		(-)	(-)	(l4.M) (0)
	(1<164) 1.17				1.17
Lease Rent Payable		(-l	(-)	(.)	(.) (-)

a) Previous year! igurcs are given 1!l brackets.

b) Related parties enlisted above are th05C having transactions with the Companv.

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

It is Management's opinion that since the Company is exclusively engaged in the activity of manufacture of textile products which constitutes a single reportable segment in the context of Indian Accounting Standard (lnd-AS) 108 on "Operating Segments" issued by the Institute of Chartered Accountants oflndia. t3Lt MAR 20Z:

46. EXPENDITURE ON CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The particulars of expenditure are as follows:

a) Gross amount required to be spent by the Company during the year was Rs. 235,2 I lakhs (previous year Rs. 430.87 lakhs).

b) Amount incurred during the year:
Particulars	Rs. in lakhs
i) Construction / Acquisition of Asset	-
ii) On purpose other than (i) above	390,34

Out of the above, the Company has paid Rs. 336.23 lakhs (previous year Rs. 276,30 lakhs) to Indo Colint

47. DISCLOSURES AS REQUIRED BY INDIAN ACCOliNTING STANDARD (IND-AS) 33 "EARNINGS PER SHARE"

Particulars	HoM	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
Face Value of Equity Shares	Rs,	2.00	200
Weighted Average number of Equity Shares outstanding	Nos.	19,73,99,670	19,73,99,670
Profit for the year (Continuing Operations)	Rs, In lakhs	26,026.02	7,376,27
Weighted Average earnings per share (Basic and Diluted)	Rs,	13,18	3,74

48. OTHER Ij'llFORMAnON

Particulars	Rs, in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
err Value of Imports:
·Capital Goods	729.47	133,66
- Raw Materials	7,067,56	5,946.60
· Stores, Dyes and Packing Materials	1,855.40	595.01
Expenditure in Foreign Currency:
- Travelling	24.38	152,90
• Selling Commission / Claims	1,288,41	1.651.21
- Others	4,229,35	1,131.56
Earnings in Foreign Currency:
- FOB Value of Exports	2,31,789.94	1,73,777.93

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

INDO COUNT INDUSTRIES LlMITI

49. DISCLOSURES AS REQlJIRED BY INDIAN ACCOUNTING STANDARD (lND-AS) 19 "EMPLOYEE BENEFITS" Defined Contribution Plans:

Amount of Rs. 654.25 lakhs (previous year Rs. 625.09 lakhs) is recognised a, an expense and included in Employee Benefits Expense under the following defined contribution plans (Refer Note 37, supra):

Particulars		Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
Benefits:
Provident Fund	589.44	545.95
Employee State Insurance Scheme	62.51	75.70
Labour Welfare Scheme	2.30	3.44
TOTAL	654.25	625.09

Defined Benefit Plans:

Gratuity

The Company provides tor gratuity, a defined benefit retirement plan covering eligible employees. The gratuity plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment. of an amount equivalent to 15 days salary for each completed year of service. Vesting occurs upon completion of five continuous years of service in accordance with Indian law. -

The Company makes annual contributions to the Life Insurance Corporation of India, which is funded detined benefit plan for qualifying employees.

Leave Encashment Benefit

The Company provides for leave encashment, a defined benefit retirement plan covering eligible employees. The leave cncashment plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount equivalent to 12 days salary for each completed year of service till retirement, subject to maximum of 90 days.

The Company makes annual contributions to the Life Insurance Corporation of India, which is funded defined benefit plan for qualifying employees.

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

Sr. No.

INDO COUNT INDUSTRIES LIMITE 2.1 MAD 2021

196.87

76.32

135.59

$(536.79)$

469.01

468.25

$(53706)$

					O LINHU COL
		Rs. in lakhs
Sr.		GRATUITY		LEAVE ENCASHMENT
No.	Particulars	2020-21	2019-20	2020-21	2019-2
		(funded)	(funded)	(funded)	tfundet
I	Change in Present Value of Defined Benefit Obligation during the Year
	Present Value of Defined Benefit Obligation at the beginning of the Year	2,026.01	1.721.16	500.35	445.3
	Interest Cost	127.27	123.40	27.05	27.3
	Current Service Cost	168.23	157.62	74.05	40.3
	Past Service Cost
	5 Liability Transfer from other Company
	6 Liability Transferred out / Divestment
	Benefits Paid Directly by Employer	(126.59)	(61.03)	(28.58)	(15.86)
	8 Benefits Paid		(1.10)		(0.20)
	9 Actuarial Changes Arising from Changes in Demographic Assumptions	(14.16)	124,74	(2.68)	30.4
	10 Actuarial Changes Arising from Changes in Financial Assumptions [1] Actuarial Changes Arising from Changes in Experience Adjustments	(53.00)	(38.78)	(20.90)	(27.04)
	12 Present Value of Defined Benefit Obligation at the end of the Year	2,127.76	2,026.01	549.28	\$00.3:
"	Change in Fair Value of Plan Assets during the Year
	1 Fair Value of Plan Assets at the beginning of the Year	1,485.32	1,256.08	462.07	409.1.
21	Interest Income	99.96	96.72	31.10	31.50
	Contributions Paid by the Employer	434.47	19133	30.59	37.37
	4 Benefits Paid from the Fund	(126.59)	(61.03)	(28.58)	(15.86)
	Assets Transferred Out / Divestments
	6 Return on Plan Assets Excluding Interest Income
	Actuarial Losses / (Gains)	11.91	2.22	0.55	(0.05) 462.07
	8 Fair Value of Plan Assets at the end of the Year	1,905.07	1,485.32	495.72
ш	Net Asset / (Liability) recognised in the Balance Sheet			549.28	500.35
	[Present Value of Defined Benefit Obligation at the end of the Year	2,127.76	2,026.01	495.72	462.07
	2 Fair Value of Plan Assets at the end of the Year	1,905.07 222.69	1,485.32 540.69	53.56	38.28
	Amount recognised in the Balance Sheet
	4 Net (Liability) / Asset - Current	(222.69)	(540.69)	(53.56)	(38.28)
	Net (Liability) / Asset - Non-Current Expenses recognised in the Statement of Profit and Loss for the Year
IV	Il Current service Cost	168.23	157.62	74.05	40.33
	Interest Cost on Benefit Obligation (Net)	6.97	26.68	(2.85)	(4.20)
	3 Actuarial Changes Arising from Changes in Demographic Assumptions				(0.20)
	Actuarial Changes Arising from Changes in Financial Assumptions			2.68	30.47
	Actuarial Changes Arising from Changes in Experience Adjustments			(20.90)	(27.04)
	Return on Plan Assets excluding amount included			(0.55)	0.05
	in Net Interest on net Defined Liability / (Asset)'				39.41
	7 Total Expenses included in Employee Benefits Expense	175.20	184.30	52.42
٧	Recognised in Other Comprehensive Income for the Year
	I Actuarial Changes Arising from Changes in Demographic Assumptions		(1.10) 124.74
	Actuarial Changes Arising from Changes in Financial Assumptions	(14.16) (53.00)	(38.78)
	Actuarial Changes Arising from Changes in Experience Adjustments	(11.91)	(2.22)
	4 Return on Plan Assets excluding Interest Income	(79.07)	82.65
	Recognised in Other Comprehensive Income

I Ac $2$ Ac 3 |Ac $4$ Ret $5$ Rec VI Maturity Profile of Defined Benefit Obligation 190.94 $265.31$ 240.38 Within the next 12 Months (Next Annual Reporting Period) I 393.82 96,71 467.82 2 Between 2 and 5 Years $1.036.78$ 182.93 855.59 3 Between 6 and 10 Years VII Quantitative Sensitivity Analysis for Significant Assumption is as below: Increase / (Decrease) on Present Value of Defined Benefits Obligation at the end of the Year $(590.35)$ $(2.329.13)$ $(2.209.35)$ (i) One Percentage Point increase in Discount Rate 1,872.92 $513.81$ 1,954.63 (ii) One Percentage Point decrease in Discount Rate 515.38 1,964.07 $1,841.86$ (i) One Percentage Point increase in Rate of Salary Increase $(2,203.04)$ $(587.39)$ (ii) One Percentage Point decrease in Rate of Salary Increase $(2,313.21)$

NOTES TO THE STANDALONE FINANCIAL STATEME:-':TS

3JMAR 20

VIIJ Sensitivity Analysis Method

Sensitivity analysis is determined based on the expected movement in liability if the assumptions were not proved to betrue on different count

IX The major catezori es of plan assets as a percentage of total

'"
'" Particulars	Gratuity		Leave Encashment
	2020.2t!	2019·20	2020.2lf	2019·20
Insurer Managed Funds	100%1	100%	100%/	100%

x Actuarial Assumptions

Particulars	Gratuity		Leave Encashrnent
	2020·21	2019·20	2020·21	2019·20
	(funded)	(funded)	(funded)	(funded)
Discount Rate (p.a.)	6.73% p.a.	6.73% p.a.	6.73% p.a.	6.73% p.a.
Salary Escalation (p.a.)	5.00% p.a.	5.00% p.a.	5.00% p.a.	5.00% p.a.
Mortality Rate during Employment	Indian Assured	Indian Assured	Indian Assured	Indian Assured
	Lives Mortality	Lives Mortality	Lives Mortality	Lives Mortality
	(2012·14)	(2006·08)	(2012·14)	(2006·08)
Mortality Post Retirement Rate	NA	NA	NA	NA
Employee Turnover Rate (p.a.)	5.00% p.a.	5.00% p.a.	5.00% p.a.	5.00% p.a.
Future Benefit Cost Inflation	NA	NA	NA	NA

Expected contribution 10 (he delined benefit plan for the next annual reporting period:

(i) The actuarial valuation of plan assets and the present value of the defined benefit Obligationwere carried out at March 31. 2021. The present value of the defined benefit obligation and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

(ii) Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.

(iii) The salary escalation rate is arrived after taking into consideration the seniority. the promotion and other relevant factors,such as, demand and supply in employment market.

50. DETAILS OF CAPITAL EXPENDITURE INCURRED DURING THE YEAR FOR RESEARCH AND DEVELOPMENT

		Rs In lakhs
Particulars	2020·21	2019·20
Plant and Machinery		0.11
TOTAL		0.11

51. Jo'INANClALINSTRUMENTS· ACCOUNTING CLASSIFICA TIONS AND FAIR VALUE MEASliREMENTS

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 panics, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

a) Fair value of cash and short-term deposits, trade and other shOI1term receivables, trade payables. other current liabilities,short term loans from banks and other financial institutions approximate their carrying amounts largely due to the short-term maturities of these instruments.

b) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the countcrparty. Based on this evaluation, allowances are taken to account for the expected lossess of these instruments.

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments hy valuation Level I : Quoted (unadjusted) prices in active markets for identical assets or liabilities.

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

Level J : Techniques which usc inputs that have a significant effect Oil the recorded fair value that are not based ⁰¹¹ observable market data,

INDO COUNT INDUSTRIES LIMITE 3 1 MAR lOZl NOTES TO THE STANDALONE FINANCIAL STA TEMENTS

Particulars	Rs. in lakhs
	"arrying Amount		Fair value
	As at 31.03.2020	Level I	Level z	Lenl3
Financial Assets at Amortised Cost:
Trade Receivables	25,792.10			-
Loans and Other Receivables(Non-Current)	333.07			333.Q7
Loans and Other Receivables(Current)	464.22	-		464.22
Cash and Bank Balances	12,563.67		-
Bank Deposits	254.37
TOTAL	39,407.43	-		797.29
Financial Assets at Fair Value through Profit and Loss:
Investments	9.54	9.54	-
TOTAL	9.54	9.54	-	-
Financial Liabilities at Amortised Cost:
Non-Current Borrowings	3,609.72
Current Borrowings	29,184.60	-	-
Trade and Other Payables	11,622.38
Other Financial Liabilities (Non Current)	588.72		-	588.72
Other Financial Liabilities (Current)	3,576.11			1,583.80
TOTAL	48,581.53		-	2,172.52
Financial Assets at Fair Value through Other Comprehensive Income:
Derivative Instruments	5,639.00	-	5,639.00
TOTAL	5,639,00	-	5,639.00	-

Particulars	Rs. in lakhs
	~arrying Amount		Fair value
	As at 31.03,2021	Levell	Levell	Level 3
Financial Assets at Amortised Cost:
Trade Receivables	52,514.59			-
Loans and Other Receivables(Non-Current)	19147			191.47
Loans and Other Receivables(Current)	536.91			536.91
Cash and Bank Balances	I 1,430.56	-
Bank Deposits	223.97	-	-
TOTAL	64,897.50		-	728.38
Financial Assets at fair Value through Profit and Loss:
Investments	16,693.48	16,693.48
TOTAL	16,693.48	16,693.48		-
financial Asset, at fair Value through Other
Comprehensive Income:
Derivative Instruments	4.763.42		4.763.42	-
TOTAL	4,763.42		4,763.42	-
Financial Liabilities at Amortised Cost:
Non-Current Borrowings	1.935.26
Current Borrowings	50,586.22
Trade and Other Payab1<."	22.976.46
Other Financial Liabilities (Non Current)	15633			156.33
Other Financial Liabilities(Current)	3,012.63			IA18.21
TOTAL	78,666.90		-	1.57-t,5-t

measurements. During the reporting period ending March 31. 2021 and March 31~e were no transfers between l.cvel I and l.cvel ~ fair value - ."_

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

Description of significant unobservable inputs to valuation:

The following table shows the valuation techniques and inputs used for financial instruments:

Pa rticu la rs	IAs at 31.03.2020 As at 31.03.2021
Non-Current Security Deposits	Discounted Cash Flow method using current interest rate.
Derivative Instruments	Based on quotes from banks.
Other Financial Liabilities (Non-Current)	Discounted Cash Flow method using risk adjusted discount rate.

52. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

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 set by the Board of Directors.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from ii change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowings.

The Company manages market risk through a treasury department, which evaluates and exercises independent control over the entire process of market risk management. The treasury department recommends risk management objectives and policies, which are approved by Senior Management and the Audit Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies and ensuring compliance with market risk limits and policies.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimise the Company's position with regard to interest income and interest expense and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

According to the Company, interest rate risk exposure is only for floating rate borrowings. For floating rate liabilities, an analysis is prepared assuming the amount of liability outstanding at the end of the reporting period was outstanding for the whole year. Above 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.

Exposure to Interest Rate Risk

Particulars	Rs. In lakhs
	As at 31.03.2021	As at 31.03.2020
Total Borrowings	54,115.77	34,785.28
% of Borrowings out of above bearing Variable Rate of Interest	100%	100%

Interest Rate Sensitivity

A change of 50 bps in interest rates would have following impact on Profit before Tax:

Partlculars	Rs. In Iakhs
	As at 31.03.2021	As at 31.03.2020
50 bps increase would decrease the Profit before Tax by	270.58	173.93
50 bps decrease would increase the Profit before Tax by	(270.58)	( 173.93)

NOTES TO THE STANDALONE FINANCIAL STATf,\If.NTS

3 1 MAR Z(

Foreign Currency Risk

The Company operates internationally and portion of the business IS transacted in serveral currencies and consequently the Company is exposed to foreign exchange risk through its sales in overseas and purchases from OVerseas suppliers in various foreign currencies.

Foreign currency exchange rate exposure is partly balanced by purchasing of goods, commodities and services in the respective currencies.

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 to foreign currency risk.

						Foreign Currency in Iakh
Particulars	USD	EUR	GBP	CHF	JPV	Tala
For~ign Currency Exposure as at 31 March, 2020
Trade and Other Receivables	298.07	0.80	0.91	1.45	19.27	320.5
Non-Current Borrowings				5.64		5.6
Current Borrowings	2.24					2.2,
Bank Balances	36.82					36,8
Trade and Other Payables	74.01	0.28	0,72			75,0
Foreign Currency Exposure. as atJI March, 2021				-
Trade and Other Receivables	694.48	0.68	3,12	1.09		699,3'
Non-Current Borrowings				1.37		13'
Current Borrowings	37.72					)7,7:
Bank Balances	1034					10.3'
Trade and Other Payables	79,69	0.01	0.97			80.6:

Forward Contracts

Foreign currency hedges taken by the Company against export trade receivables are as under'

Particulars	Number 0 Contracts	Foreign Currency in lakhs (USD)	Rs. iD lakhs	Bu)'/SeU
As at 31,03.2021	268	2,595.00	1,99,822.59	Sell
As at 31,03,2020	202	1,588.98	1,14,34328	Sell

Foreign Currency Sensitivity

5 % increase or decrease in foreign exchange rates will have the following impact on profit before lax:

				R" In lakhs
Particulars	2020-21			2019-20
	5 % Increase	5 % Decrease	5 % lncrease	5 °IG Decrease
USD	3,005.65	(3,005.65)	1,555.44	(1,555.44)
EUR	2,93	(2.93)	4.47	(4.47)
GBP	20.60	(20,60)	7.62	(7.62)
CHF	9,55	(9.55)	25.94	(25,94)
lPV			13.42	(13.42)
IN PROFIT AND LOSS INCREASE I (DECREASE)	3,038,73	(3,038.73)	1,606.90	(1,696.90)

Market Risk. Price Risk

Exposure

The Company's exposure to equity securities' price risk arises from investments held by the Company and classified in the Balance Sheet at fair value through Profit and Loss. To manage its price risk arising from investments in equity securities, the Company diversities its portfolio Diversification of the portfolio is done in accordance with the limits set by (he Company

Sensitivity

The table below summarises the impact of' increase I decrease of the BSE index on [he Company's equity and gain / Ioss for the period. The anctvsis is based on the assumpnon that the index has iocrcased by 5% or decreased by 5% with all other variables held constant and that all the Company's equity instruments moved in line with the Index

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

Impact on Profit before Tax

Particulars	Rs. In lakhs
	As at 31.03.2021	As a131.03.2020
BSE Sensex 30 - Increase 5%	834.67	0.48
BSE Sensex 30 - Decrease 5%	(834.67)	(0.48)

Abpve referred sensitivity pertams to quoted equity Investment (Refer Note No. 13). Profit for the year would increase I decrease as a result of gains I losses on equity securities at fair value through profit and loss. ...

Credit Risk

Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivables. Individual risk limits are set accordingly.

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. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forward looking information such as:

Actual or expected significant adverse changes in business,
Actual or expected significant changes in the operating resuits of the counterpart)',
Financial or economic conditions that are expected to cause a significant change to the counterparty's ability to meet its obligations,
Significant increase in credit risk on other financial instruments of the same counterparty,

Significant changes in the value of the collateral supporting the obligation or in the quality of third party guarantees or credit enhancements.

Financial assets arc written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, they are recognised in profit and loss.

The Company measures the expected credit loss of trade receivables and loan from individual customers based on historical trend, industrial practices and the business enviornment in which the entity operates. Loss rates are based on actual credit loss experience and past trends. Based on historical data, loss on collection of receivable is not material, hence, no additional provision considered.

Exposure to Credit Risk

Particulars Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Financial Assets for which loss allowance is measured using 12-months' Expected Credit
Losses (ECL)
Investments in Debentures or Bonds	16,693.48	9.54
Non-Current Loans and Advances	191.46	333.06
Cash and Bank Balances	11,430.56	12,563.67
. Bank Deposits	223.97	254.37
Current Loans and Advances	536.91	464.22

Financial assets for which loss allowance is measured using Life time Expected Credit Losses (ECL)

Particulars	Rs. in lakhs
	As a131.03.2021	I As 3131.03.2020
Trade Receivables	52,514.591	25.792.10
Balance II'Ith banks IS subject to 101\'credit risks due to good credit ratings assigned to these banks.

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

3 1 MAR iO;

The ageing analysis of the receivables (gross of provision) has been considered		from the date the invoice falls due:
---------------------------------------------------------------------------------	--	--------------------------------------	--

Particulars	Rs. in lakhs
As at 31.03.2021
Not Due	49,653.13
Up to 3 months	1,664.72
3 to 6 months	201.41
More than 6 months	995.33
TOTAL	52,514.59
As at 31.03.2020
Not Due	22,088.60
Up to 3 months	1,765.69
3 to 6 months	670.63
More than 6 months	1,267.18
TOTAL	25,792.10

Financial assets are considered to be of good quality and there is no significant increase in credit risk.

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 treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company's net liquidity position through rolling forecasts on the basis of expected cash flows.

Maturity Profile of Financial Liabilities

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments:

			Rs, in lakhs
Particulars	Less than 1 year	1 to 5 years	Total
As at 31.03.2021
Non-Current Borrowings		1,935.26	1,935.26
Other Non-Current Financial Liabilities	-	156.33	156.33
Current Borrowings	50,586.22	-	50,586.22
Trade Payables	22,976.46	-	22,976.46
Other Current Financial Liabilities	3,012.63	-	3,012.63
As at 31.03.2020
Non-Current Borrowings		3,609.72	3,609.72
Other Non-Current Financial Liabilities	-	588.72	588.72
Current Borrowings	29,184.60	-	29,184.60
Trade Payables	11,622.38		11,622.38
Other Financial Liabilities	9,215.11	-	9,215.11

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

3 1 MAR LUL INDO COUNT INDUSTRIES LIMITE

Capital Management

For the purposes of the Company's capital management, capital includes issued capital and all other equity reserves. The primary objective of the Company's Capital Management is to maximise shareholde'rs value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants,

The Company monitors capital using Gearing Ratio, which is total debt divided by total capital plus debt

Particulars	Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Exposure to Credit Risk
Total Debt	5~,115.77	34,785,28
Equity	1,27,437.66	97,236.64
Capital and Debt	1,81,553.43	1.32,021.92
GEARING RATIO	29.81%	26.35%

53. NET DEBT RECONCILIA TlON

Particulars		Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Cash and Cash Equivalents	11,430.56	12,563.67
Non-Current Borrowings (including Current Maturities)	(3,529.55)	(5,600.68)
Current Borrowings	(50,586.22)	(29,184.60)
Interest Accrued but not Due	(0.12)	(1.35)
NET DEBT	(42,685.33)	(22,222.96)

Particulars	Cash and Cash Equivalents	Non Current Borrowings (including Current Maturities)	Current Borrowings -	Interest Accrued but not Due	Total
As at 31.03.2021
Opening Net Debt	12,563.67	(5,600.68)	(29,184.60)	(1.35)	(22,222.96)
Cash Flows	(1,133.11)	2,071.13	(21,401.62)		(20,463.60)
Finance Cost				(2,693.41)	(2,693.41 )
Interest Paid				2,694.64	2,694.64
CLOSING NET DEBT	11,430.56	(3,529.55)	(50,586.22)	(0.12)	(42.685.33)
As 0131.03.2020
Opening Net Debl	1.774.02	(8,035.62)	(22,850.03)	(53.58)	(29,165.21)
Cash Flows	10,789.65	2.434.94	(6,334.57)		6.890.02
Finance Cost				(3,692.98)	(3.692.98)
Interest Paid				3,745.21	3,745.21
CLOSING NET DEBT	12,563.67	(5,600.68)	(29,184.60)	(1.35)	(22,222.96)

NOTES TO THE STANDALONE FINANCIAL STATEMENTS

54. DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED UNDER SECTION 186(4) OF THE COMPANIES ACT, 2013

There are no loans given, which are covered undersection 186(4)of the Companies ACI, 2013. Investmentsmade are-given under the respective heads.

Corporate guaranteegiven by the Company in respect of loans as at 31 March, 2021:

Name of the Company	Rs. in lakhs
		As at 31.03.2021 As at 31.03.2020
Indo Count Global lnc., USA	4,752.15	7,188.18
TOTAL	4,752.15	7,188.18

55. IMPACT OF COVID PANDEMIC AND RELATED LOCKDOWN MEASURES

Due to outbreak of Covid-19 pandemic and subsequent lockdown enforced by the Government of India, the manufacturing operations were temporarily shut down from 23rd March 2020 and after a period of - 30 days,restarted partially from 26th April, 2020 subject to conditions imposed by the Government. As a result of lockdown, the volumes for the month of April 2020 and May 2020 were impacted and accordingly, results of FY2021 are not comparable with corresponding FY2020. The Company hasassessed,and is continuously reviewing, its liquidity, future cashflow projections and the probability of occurrence of the forecasted transactions underlying the hedgesbasedon orders in hand and current indicators of future economic conditions. Thefinancial results for Q4 FY21 takes into consideration such assessmentof the possible effects of the Covid 19 and the recoverability of the carrying value of its assets.However, the impact of pandemic in the subsequent period may be different from the estimations used at the time of finalising these financial results

The accompanying notes form an integral part of Financial Statements For and on behalf of Board of Direct

As per our report of even date attached

For Suresh Kumar Miltal & Co., Chartered Accountants Firm Regd. No.: 500063N

JfH'

Partner Arnruta Avasare Membership No.: 52 1915 New Delhi, May 17,202 I

~ 'Iv)' ¹ j(_ """tilt(_., 1hi't-

DIN: 00086106 DIN: 000SnS3 Anil Kumar Jain Executive Chairman

Chief Financial Officer

Kailash R. Lalpuria Executive Director & C.E.O.

Company Secretary Mumbai,May 17,2021 ~

Ч

INDO COUNT INDUSTRIES LIMITED

CIN No.: L72200PN1988PLC068972

Regd. Off. - Office No. 1, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Dist. Kolhapur - 416 109. E-mail [email protected]; website www.indocount.com

STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE, 2021

	Part-1 Sr. No. Particulars			(Rs. in Crore except EPS)
			Quarter Ended		Year Ended
		30-06-2021 Unaudited	31-03-2021 Audited	30-06-2020 Unaudited	31-03-2021 Audited
1	Income
	Revenue from Operations	738.37	703.68	319.03	2,514.75
	Other Operating Income	45.37	14.63	4.04	37.74
	Total Income	783.74	718.31	323.07	2,552.49
$\mathbf{Z}$	Expenses
	Cost of Materials Consumed	361.40	430.00	195.28	1,332.80
	Purchases of Stock-in-Trade	29.18	39.79	3.92	73.15
	Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade	(27.08)	(108.83)	(38.30)	(114.62)
	Employee Benefits Expense	43.16	48.08	29.95	145.28
	Finance Costs	10.70	10.52	4.95	26.93
	Depreciation.	9.36	9.77	10.05	40.31
	Other Expenses	202.20	198.22	95.61	696.06
	Total Expenses	628.92	627.55	301.46	2,199.91
3.	Profit before Exceptional Items and Tax (1-2)	154.82	90.76	21.61	352.58
$\ddot{+}$	Exceptional Items
$\overline{\phantom{a}}$	Profit before Tax (3-4)	154.82	90.76	21.61	352.58
6	Tax Expenses
	Current Tax	40.86	24.07	6.15	88.53
	Deferred Tax	(2.05)	2.68	(0.61)	3.79
	Total Tax Expenses	38.81	26.75	5.54	92.32
$\overline{\tau}$	Net Profit for the period (5-6)	116.01	64.01	16.07	260.26
$\bar{\mathbf{x}}$	Other Comprehensive Income (after tax)
	a) Items that will not be reclassified to Profit or Loss	0.16	1.05	(0.15)	0.59
	b) Items that will be reclassified to Profit or Loss	(12.12)	0.07	19.48	61.20
	Total Other Comprehensive Income (after tax)	(11.96)	1.12	19.33	61.79
9	Total Comprehensive Income (7+8)	104.05	65.13	35.40	322.05
10	Paid up Equity Share Capital (of Rs. 2 each)	39,48	39.48	39.48	39.48
Ħ	Other Equity				1,234.90
12	Earning Per Share of Rs. 2 each (not annualised for the quarters):
	a) Basic	5.88	3.24	0.81	13.18
	b) Diluted	5.88	3.84	0.81	13.18

0 3 AUG 2021

Notes:

1 The above results were reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on August 3, 2021. The Statutory Auditors have carried out a Limited Review of the above financial results.
2 The Company has been taking steps, proactively, to protect the health of employees and the working environment from the spread of Covid-19. The Company's operations and revenue during the Quarter were marginally impacted due to the pandemic. The Company has assessed, and is continuously reviewing, its liquidity, future cash flow projections and the probability of occurrence of the forecasted transactions underlying the hedges based on orders in hand and current indicators of future economic conditions. The financial results for Q1 FY 22 takes into consideration such assessment of the possible effects of the Covid 19 and the recoverability of the carrying value of its assets. However, the impact of pandemic in the subsequent period may be different from the estimations used at the time of finalising these financial results.
3 Pursuant to the approval granted by the Union Cabinet on July 14, 2021 for continuation of Rebate of State and Central Taxes and Levies (RoSCTL) with the same rates as notified by Ministry of Textiles vide notification dated March 8, 2019 on exports of Apparel/Garments and Made ups, the Company has recognised the export incentives of Rs. 89.59 Crores during the Quarter ended June 30, 2021, out of which Rs 49.99 Crores pertains to the eligible export sales for the period from January 1, 2021 to March 31, 2021.
4 Pursuant to the scheme of amalgamation of Pranavaditya Spinning Mills Limited, subsidiary of the Company with the Company approved by the Board and No-objection received from BSE Limited, NSE and SEBI for the scheme, the application has been filed for said amalgamation with Hon'ble NCLT during the quarter ended 30th June 2021. The appointed date for the amalgamation is 1st October 2020 and the scheme will be effective upon filing of order of National Company Law Tribunal (NCLT) approving the scheme with Registrar of Companies.
5 The figures for the corresponding previous period have been regrouped/reclassified wherever necessary, to make them comparable.
6 The Company mainly operates only in one segment namely "Textiles" and hence segment details are not required to be published.
7 In line with the requirements of Regulation 47(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the results are available on the Stock Exchanges website at (www.bseindia.com and www.nseindia.com) and on the Company's website at www.indocount.com.

For and on behalf of the Board of Directors ndusy Anil Kumar Jain Place: Mumhai Executive Chair Date: August 3, 2021 DIN: 00086 -- 16

SURESH KUMAR MITTAL & CO.

CHARTERED ACCOUNTANTS

60, 1st Floor, Pocket H-3, Sector-18, Rohini, DELHI - 110085. Mobile: 9871411946 E-mail: [email protected]

Auditor's Review Report on Quarterly Financial Results and Year to Date Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Board of Directors of Indo Count Industries Limited

1. We have reviewed the accompanying statement of unaudited standalone financial results of Indo Count Industries Limited for the period ended 30^th June 2021 attached herewith, being submitted by the company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ('the Regulation').
1. The preparation of the statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, is the responsibility of the Company's Management and has been approved by the Board of Directors of the company. Our responsibility is to issue a report on these financial statements based on our review.
1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.
1. The Statement includes the results for the quarter ended March 31, 2021 being the balancing figure between the audited figures in respect of the full financial year ended March 31,2021 and the published unaudited year-to-date figures up to the third quarter of that financial year, which were subjected to a limited review by us, as required under the listing Regulations.

For Suresh Kumar Mittal & Co Chartered Accountants Firm Registration No. 500063N

(Ankur Bagla)

PARTNER Membership Number: 521915

Place: New Delhi Date:3^rd August, 2021 UDIN: 21521915 AAAADT8233

ANNEXURE XV

SURESH KUMAR MITTAL & CO.

CHARTEREDACCOUNTANTS

'11 Floor. Pocket H·3, Sector·18. RDhinl. DELHI· 110085. MobIle 9871.11946 E-mail [email protected]

INDEPENDENTAUDITOR'S REPORT

To The Membersof PranavadityaSpinning Mills Limited

REPORTON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the standalone financial statements of Pranavaditya Spinning Mills limited ("the Company"), which cornpnse the Balance Sheet as at 31st March 2021, and the Statement of Profitand Loss, Statement of Changes In Equtty and Statement of Cash Flows for the year then ended,and notes to the financial statements, including a summary of Significantaccounting policies andother explanatory mformation.

In our opinion and to the best of our information and according to the explanations given to us the aforesaid standalonefinancial statements give the information required by theAct in the manner so requiredand give a true and fair view m conformity with the accounting principles generally accepted in India. of the state of affairs of the Company as at March 31.2021. and loss. changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) 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 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 requirementsthat are relevant to our audit of the financial statements under the provisions of the Companies Act. 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities m accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a baSISfor our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional Judgment.were of most significance In our audit of the financial statements of the current penod These matters were addressed m the context of our audit of the financial statements as a whole, andin forming our opinion thereon, and we do not prOVidea separate opinion on these matters.

, II Floor PocbI H-3. Sec:Ior-la. Rotn. OELHI· 110085 Mobile 8871411W E~ SlftShlcrnlllaI@gITllNI com

The plant operations were temporarily shut down anApril and May 2020 with lockdown declared by the Government pursuant to outbreak of Covld 19 pandemic The Board approved VRS/Separation Scheme on July 15, 2020which resulted In production stoppage. Thereafter, the Boardat its meeting held on 21st October 2020 approved the Schemeof Amalgamation of the Company with MIs Indo Count Industries LImited. the Holding Company from the Appointed Date i.e., 1st October 20200r such other date as directed by the Mumbal Bench of the National Company Law Tnbunal (NCLT). The Company has received No-objection to the said scheme fromBSE Limited and SEBI The Company ISIn the process of filing apphcabonWIthNCLT Consequently the accounts have been prepared without giVingeffect of amalgamation on a gOingconcern baSIS(refer notes 15.31and 41 to the financial statements).

As on 31¹¹ March 2021, current tax assets and other current assets Includes amounts recoverable from government department for which efforts for recovery are being made (refer note 12 and 13 to the financial statements) Our audit procedures consisted of evaluahng whether any change was requirec to managements posmon on these uncertamuesand the likelihood of recoverabihty

Information Other than the Standalone Financial Statoments and Auditor's Report Thereon

The Company's Board of Directors IS responsible for the preparation of the other Information. The other Informahon compnses the information Included In the Management DISCUSSionand Analysis, Board's Report including Annexures to Board's Report. BUSiness Respcnsibihty Report, Corporate Governance and Shareholder's Information,but does not include the standalone financral statements and our auditor's report thereon.

Our opinion on the standalonefinanclal statements does not cover the other information and we do not express any form of assurance conclusion thereon

In connectionWIthour audit of the standalone financral statements, our responsibility is to read the other information and in doing so. consider whether the other InformationIS matenally Inconsistent With the standalone finanCial statements or our knowledge obtained duringthe course of our audit or otherwise appears to be matenally misstated

If based on the work we have performed, we conclude that there IS a matenal misstatement of thiS other Information, we are required to report that fact We have nothing to report In thiS regard

Responsibilities of Managemont and Those Charged With Governance for the Standalone 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 financial statements that give a,true and fair view of the financral cosmon, Mao",' performanceoh'"9" , mGh flows of the Compao, maccordance

SURESH KUMAR MITTAL & CO.

CHARTERED ACCOUNTANTS

lit Floor.Pocket H·3. Sector·1S. Rohinl. DElHI· 110085. Mobile : 9871411948 E-mail IUflShkmlIUIlCgmaR com

with the accounting principles generally accepted in India. including the Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenanceof adequate accounting records In accordancewith the provisionsof the Act for safeguarding of the assets of the Companyand for preventmg and detecting frauds and other irregularities selecbon and applicallon of appropnate accounllng policies,makingJudgmentsand esllmatesthatare reasonableand 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,relevantto the preparationand presentationof the financial statementthai give a true and fair view and are free from material misstatement.whether due to fraud or error

In prepanng the financial statements, management IS responsible for assessing the Company's ability to continue as a going concern disclosing, as applicable matters relatedto going concern and using the going concern baSIS of accounting unless managementeither Intendsto liquidale the Companyor to cease operations,or has no reausticalternativebut todo so.

Those Board of Directorsare also responsiblefor overseeingthe Company'sflnanctal reportingprocess.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,whether due to fraud or error,and to issue an auditor's report that Includesour opinion Reasonableassurance IS a high level of assurance, but is not a guarantee that an audit conducted In accordance With SAs Will always detect a material misstatement when It exists Misstatementscan arise from fraud or error and are consideredmatenal if, Individually or In the aggregate, they could reasonablybe expected to Influence the economic decisionsof users taken onthe basis of thesefinancial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintainprofessionalskepticismthroughouttheaudit We also'

• Identify and assess the risks of material misstatementof the financial statements whetherdue tofraud or error,deSignand performauditprocedures responsiveto those nsks,and obtainaudit evidence that ISsufficientand appropriateto provioe a baSISfor our opinion The fisk of not detecllng a material misstatement resulting from fraud IS higher than for one resulting from error, as fraud may Involve collusion, forgery, intentionalomissions.misrepresentations.or the overrideof mternalcontrol

eo, l.t Fbw, Peckel H-3, Sedor·,e, ReNni. DElHI· "0085. Mobile 98714119046 E-mail: eureshkmlttalOgmall.com

• 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 operaltngeffectivenessof such controls,

• Evaluatethe appropriatenessof accountingpolicies used and the reasonablenessof accountingestimatesand relateddisclosuresmade by management.

• Concludeon the appropriatenessof management'suse of the going concern basis of accountingand, based on the audit evidence obtained,whether a material uncertainty exists related to events or conditionsthat may cast significant doubton the Company's abilityto conltnue as a gOingconcern. If we concludethat a matenal uncertaintyexrsts we are required to draw attentionin our auditor's report to the related disclosuresIn Ihe financial statements or, If such disclosuresare inadequate, 10 mOdifyour opinion Our conclusionsare based on the auctt evidence obtamed up 10 the date of our auditor's report However, future events or conditions may cause Ihe Company to cease to ccounueas a going concern

• Evaluate the overall presentauon,structure and content of the financial statements, IncludIngthe disclosures,and whether the financialstalements representthe underlying transactronsand events in a mannerIhat achievesfair presentation

Materiality is the magnitude of rrusstatementsin the standalone financial statements that, IndiVIduallyor in aggregate, makes it probable that the econormcdecrstons of a reasonably knowledgeable user of the financial statements may be Influenced We considerquanlltative matenality and quahtativefactors In (i) planning the scope of our auduwork and In evatuaunqthe resultsof our work;and (il) to evaluate the effect of any Identifiedmisstatementsin the financial statements.

We communicatewith those chargedWithgovernanceregardIng,among other matters, the planned scope and timIng of the audit and signIficantaudit findings, Includingany signrficantdeficienciesin internalcontrol thatwe identifyduring our audit

We also provide those charged With governance WIth a statement that we have complred With relevant ethical requuements regarding Independence. and to communicate With them all relationships and other matters that may reasonably be thoughtto bear on our independence,and where applrcable,relatedsafeguards

From the matters communicatedwith those charged with governance, we determine those matters that were of most signtficancein the audit of the financial statementsof the current period and are thereforethe key audit matters We describethesematters In our auduor's report unless law or regulation precludes public disclosure about the matteror when, in extremely rarecircumstances,we determinethata matter should not be communicatedin our report ~ecau~~~verse consequencesof dOingso w~uld reasonablybe expectedto outweIghth7f! st benefitsof such communication

SURESH KUMAR MITTAL & CO. CHARTERED ACCOUNTAHTS SO.lit Floor. Podlat H-3. Sector·18. Rohinl, DELHI·110085. Mobile : 9871411946 E-maU : sure\[email protected]

Report on Other Legal and Regulatory Requirements

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' statement on the matters specified in paragraphs 3 and 4 of the Order. to the extent applicable.

As required by secnon 143(3) of the Act, we report that:

a) We have sought and obtained all Ihe information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit
b) In our opinion, proper books of account as required by law have been kept by Ihe Companyso far as it appears from our examination of those books
c) The Balance Sheet. the Statement of Profit and loss, Statement of Changes in Equity and the Cash Flow Statement dealt withbythis Report are in agreement wtth the books of account.
d) In our opinion. the aforesaid standalone financial statements oomply with the AccountlngStandards specffled under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules. 2014
e) On the basis of the wntten representallons received from the directors as on 31st March, 2021 taken on record by the Board of Directors, none of the directors IS dIsqualified as on 31st March, 2021 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' Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting
g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according 10 the explanations given to us, during the year the Company has not paidlprovided any remuneration to its directors

SURESH KUMAR MITTAL & CO. CHARTERED ACCOUNTANTS

1st FIOot.POCketH-3. Seclor·18. Rohini. DELHI· 110085 Mobile .9871411946 E-me~: [email protected]

our opinion and to the best of our information and according to the explanaltons given to us'

The Company has disclosed the impact of pending litigations on Its flnanoal position In Its standalone Financial Statements - refer notes22 and 32 to the financial statements.
Ii The Company does not have any pending litigations which would Impact us financial position.
iii The Company did not have any long-term contracts including derivative contracts for which therewere any material foreseeable losses.
iv. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ForSuresh Kumar Mlttal & Co Chartered Accountants F'~ Reg"'''pj.OO63N

Partner Membership No.: 521915 ANKURBAGLA

Place: New Delhi Date: 23.04.2021 UD1N:& IS2-lif I.f1'+AA,q B't 33/~

SURESH KUMAR MITIAl & CO. CHARTERED ACCOUNTANTS

eo. lat Floor. Poct8I K.3, Sedor·18, Rotn. DElHI· 110085 Mobile : 9871.11946 E-mail sueshtm,llalCgmai com

ANNEXURE A REFERRED TO IN PARAGRAPH (I) UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF PRANAVADITYA SPINNING MILLS LIMITED ON THE STANDALONE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31sT MARCH 2021.

I(i) (a)	ITho Cornpan has mamtatned proper records ,"owm, ,," pa rnculars 000"""" quantitative details and situation of fixed assets
(b)	The fixed assets have been physically venfied by the management dunng the year as per the phased program destqned to cover all the fixed assets over a period, which In our opinion is reasonable haVing regard to the size of the Company and nature of its assets. Discrepancies noticed on such venficauon. which are not material, have been properly dealt with in the books of accounts
(c)	The title deeds of immovable properties are held In the name of the Company
~I)	As explained to us, the inventories have been physically venfied by the management dUring the year except stocks lYingwith third parties In respect of whom confirmations have been obtained and the discrepances noticed on physical venncancn as compared to book record. which are not material. have been properly dealt with In the books of account In our opimcn. the frequencyof such verification ISreasonable
(iii)	As explained to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered In the register maintained under section 189 of the Companies Act, 2013 and as such clauses (Iii) (a), (b) and (c) of the order are not applicable to the Com an
(iv) !	In our opinion and according to the information and explanations given to us no loans Investments,guarantees and security covered under section 185 and 186 of the Companies Act. 2013 has been given by the Company Therefore, the provrstons of clause (IV)of the order are not applicable to the Company.
(v)	According to the Information and explanation given to US,"the Company has not accepted any ceccsu from the public Therefore. the provrsions of clause (v) of the order are not applicable to the Company
(vi)	We have broadly reviewed the books of account maintained by the Company €1 pursuant to the order made by the Central Government for the maintenance of cost records under section 148(1) of the Act, and we are of the opinionthat prima facie the prescribed accounts and records have been made and malntaln~ '.9'"'' 0" H" ever, we neither nor have earned detailed are

'l"'!'edA~

SURESH KUMAR MITTAL & CO. CHARTERED ACCOUNTANTS

examination of such cost accounting records with a view to determine whether they are accurate or complete. (vii) According to the records of the Company, examined by us and information and explanations given to us: The Company is generally regular in depositing with the appropriate authorities (a) undisputed statutory dues including provident fund, employees' state insurance, income tax, sales lax, service tax, duty of customs, duty of excise, value added tax, cess and others as applicable. There are no undisputed amounts payable in respect of aforesaid dues outstanding as at 31"1March 2021 for a period of more than six months from the date they became payable (b) There are no disputed dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax or goods and service tax outstanding as at 31'1 March zoz texceot SI. Name of Nature of the Amount Period to Forum where No the statute dues (Rs in which the dispute IS lakh) amount pending relates I 1. MVAT Act Reversal of 39.48 2012- Maharashtra ¹ input tax 2013 Sales Tax credit and Tribunal interest I thereon I (viii) In our opinion and according to the Information and explanations given to us, the Company has no outstanding loans or borrowings from financial Institutional, bank or government hence prcvlstone of clause (viii) of the order are not applicable to the Company, (Ix) In our opinion. during the year no moneyhas been raised by way of Initialpubhc offer or further public offer (including debt instruments) or term loans hence provisions of clause (ix) of the order are not applicable to the Company (x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year. (xi) In our opinion, and according to the information and explanation given to us, during the year the Company has not paid/provided any managerial remuneration and hence provisions of clause (xi) of the order are not applicable to the Company. (xii) The Company is not a nidhl company and hence provisions of clause (xii) of the order are not applicable to the Company -=f=, .&"i.Ill'J( I.'~ I II0?"'

l~ ~ "'I'tJA~

• ^~'

•

SURESH KUMAR MITTAL & CO. CHARTERED ACCOUNTANTS 60, 1st Floor, Pocket H-3, Sector-18, Rohini, DELHI - 110085. Mobile: 9871411946 E-mail: [email protected]

(xiii)	According to the records examined by us, and information and explanations given to us, all transactions with the related parties are in compliance with Sections 188 and 177 of the Act and necessary details as required by the accounting standards have been disclosed in the standalone financial statements.
(xiv)	The Company has not made any preferential allotment / private placement of shares or fully or partly convertible debentures during the year ended 31 ^st March 2021.
(xv)	The Company has not entered into any non cash transactions with directors or persons connected with him.
(xvi)	The Company is not required to be registered under section 45-1A of the Reserve Bank of India Act, 1934

For Suresh Kumar Mittal & Co. Chartered Accountants Firm Reg. No.: 500063N

Place: New Delhi Date: 23.04.2021 UDIN: 21521915 AAAABY3314

ANKUR BAGLA Partner Membership Number: 521915

SURESH KUMAR MITTAL & CO.

CHARTERED ACCOUNTANTS

60, 1st Floor, Pocket H-3, Sector-18, Rohini, DELHI - 110085. Mobile: 9871411946 E-mail: [email protected]

ANNEXURE B REFERRED TO IN PARAGRAPH (II)(F) UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF PRANAVADITYA SPINNING MILLS LIMITED ON THE STANDALONE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2021.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Pranavaditya Spinning Mills Limited ("the Company") as of March 31^st, 2021 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 (the "Guidance Note") issued by the Institute of Chartered Accountants of India (ICAI)". These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

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 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 ICAI. 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 financial statements, whether due to fraud or error.

eo. , at Floor. Pod<et 1+-3. SecIof-18. Rohini. DELHI·110085. ~ 9811.11948 E.fNIiI : aureshl<mllWOgmeil.com

Meaning of Internal Financial Controls Over Financial Reporting

A Company's Internal financial control over financial repor1tngIS a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting pnnciples A Company's Internal financial control over financial reporttng Includes those poheresand procedures thal

a) pertain to the maintenance of records that, in reasonable detail. accurately and fairly reflect the transacuonsand dispositJonsof the assets of the Company.
b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements In accordance With generally accepted accounting principles. and that receipts and expenditures of the Company are being made only In accordanceWithauthorizatJonsof managementand directors of the Company and
c) provide reasonable assurance regarding prevention or timely detection of unauthonzed aoqutsrtion. use or dlspoSltJonof the Company's assets that could have a matenal effect on the finanCialstatements

Inherent limitations of Internal Financial Controls Over Financial Reporting

Becauseof the Inherent limitations of Internal financial controls over finanCialreporttng including the possibility of collusion or Improper management overnde of controls. matenal misstatements due to error or fraud may occur and not be detected Also. projections of any evalualton of the Internal flnancral controls over financial reporting to future penods are subject to the risk that the Internal financial control over flnancial reporting may become Inadequate because of changes In condmons or that the degree of complianceWiththe policies or proceduresmay deteriorate

Opinion

In our opnuon, 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 March 2021 based on "the Internal control over 'Inanclal reporting cntenaestablished by the Company consideringthe essential components of Internal control stated In the GuidanceNote Issuedby the ICAI"

For Suresh Kumar Mlttal& Co CharteredAccountants Firm~063N

ANKURBAGLA Partner Membership Number 521g15

Place New Delhi Date. 23 ().4 2021 UolN J.1S'l1«ISI1/l,t7AlJy.H/If

PRANAVADITYA SPINNING MILLS LIMITED BALANCE SHEET AS AT 31ST MARCH, 2021

Particulars	Note No.	As at	Rs. in lakhs As at
		31.03.2021	31.03.2020
ASSETS
(1) Non-Current Assets
(a) Property, Plant and Equipment	5	2,413.98	2.534.88
(b) Deferred Tax Assets (Net)	16	243.76	19.18
(c) Other Non-Current Assets	6	0.69	0.69
(2) Current Assets
(a) Inventories	$\overline{7}$	4.26	662.19
(b) Financial Assets
(i) Trade Receivables	8	$\sim$	430.40
(ii) Cash and Cash Equivalents	9	32.41	301.20
(iii) Bank Balances other than (ii) above	10	88.34	88.34
(iv) Loans	11	0.01	0.01
(c) Current Tax Assets (Net)	12	171.61	169.38
(d) Other Current Assets	13	114.47	146.44
TOTAL ASSETS		3,069.53	4,352.71
EQUITY AND LIABILITIES
EQUITY
(a) Equity Share Capital (b) Other Equity	14	1,924.13 474.16	1,924.13 1,034.98

LIABILITIES
(1) Non-Current Liabilities
(a) Financial Liabilities (i) Provisions	16		65.40

(2) Current Liabilities
(a) Financial Liabilities
(i) Trade Payables
- Micro & Small Enterprises	18		137.65
- Other than Micro & Small Enterprises	19	572.43	923.33
(ii) Other Financial Liabilities	20	30.25	23.48
(b) Other Current Liabilities	21	68.56	243.74
TOTAL EQUITY AND LIABILITIES		3,069.53	4,352.71
CONTINGENT LIABILITIES AND COMMITMENTS	22, 32
SIGNIFICANT ACCOUNTING POLICIES	3,4

The accompanying notes form an integral part of financial statements As per our Report of even date attached

яř

For Suresh Kumar Mittal & Co., Chartered Accountants Firm Regd. No.: 500063N

Partner Membership No.: 521915 Delhi, April 23, 2021

۳ ے XV A.G.Halasangi

$S: K$ Chairman

SAT RUNG

DIN - 00400892

AMI I K 1444 Be Jul

DIN - 00086106

Director

For and on behalf of Board of Directors

Amruta Avasare Company Secretary Mumbai, April 23, 2021

K. Muralidharan Chief Financial Office Chief Executive Officer

PRANAVADITYA SPINNING MILLS LIMITED
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2021

Particulars	Note No.	For the year ended	Rs. in lakhs For the year ended
		31.03.2021	31.03.2020
CONTINUING OPERATIONS
I INCOME
Revenue from Operations	23	520.08	6,941.13
Other Income	24	80.15	53.81
TOTAL INCOME		600.23	6,994.94
II EXPENSES
Cost of Materials Consumed	25	157.80	5,155.39
Changes in Inventories of Finished Goods, Work in Progress and Stock- in-Trade	26	398.93	9.53
Employee Benefits Expense	27	224.33	877.01
Finance Cost	28	7.72	27.44
Depreciation and Amortisation Expense	29	120.27	124.76
Other Expenses	30	153.16	1,197.20
TOTAL EXPENSES		1,062.21	7,391.33
III Profit / (Loss) before Exceptional Items and Tax (I-II)		(461.98)	(396.39)
IV Exceptional Items	31	(365.04)
Profit / (Loss) before Tax (III-IV)		(827.02)	(396.39)
VI Tax Expense
a) Current Tax
b) Previous Years Tax
c) Deferred Tax		(236.16)	(128.14)
VII Profit / (Loss) for the Year (V-VI)		(590.86)	(268.25)
VIII Other Comprehensive Income
A Items that will not be reclassified to Profit and Loss
(i) Remeasurement of the net Defined Benefit Liability / Asset		41.61	(2.76)
(ii) Income Tax relating to items that will not be reclassified to Profit and Loss		(11.58)	0.77
IX Total Comprehensive Income for the Year (VII+VIII)		(560.83)	(270.24)
X Earnings per Equity Share (in Rs.)	34
a) Basic		(3.07)	(1.39)
b) Diluted		(3.07)	(1.39)
SIGNIFICANT ACCOUNTING POLICIES	3, 4
The accompanying notes form an integral part of financial statements
As per our Report of even date attached		For and on behalf of Board of Directors
For Suresh Kumar Mittal & Co.,		Harry Anilkman	Anil Kumar Jain
Chartered Accountants	Chairma		Director
Firm Regd. No.: 500063N	DIN - 00400892		DIN - 00086106

Partner K. Muralidharan	A.G.Halasangi		Amruta Avasare
Membership No.: 521915 Chief Financial Officer	Chief Executive Officer		Company Secretary
Delhi, April 23, 2021			Mumbai, April 23, 2021

$n+1$

PRANAVADITYA SPINNING MILLS LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2021

A. EQUITY SHARE CAPITAL

Particulars	Note	Rs. in lakhs
As at 31st March, 2019		1,924.13
Changes in Equity Share Capital		$\sim$
As at 31st March, 2020		1,924.13
Changes in Equity Share Capital		$\sim$
As at 31st March, 2021	15(a)	1,924.13

B. OTHER EQUITY

Particulars	Reserves & Surplus
		Capital Reserve Retained Earnings	Total
Balance as at 31.03.2019	25.00	1,280.22	1,305.22
Profit for the Year		(268.25)	(268.25)
Other Comprehensive Income for the Year	$\tilde{\phantom{a}}$	(1.99)	(1.99)
Total Comprehensive Income for the year		(270.24)	(270.24)
Balance as at 31.03.2020	25.00	1,009.98	1,034.98
Profit for the Year	÷	(590.86)	(590.86)
Other Comprehensive Income for the Year	$\sim$	30.03	30.03
Total Comprehensive Income for the year		(560.83)	(560.83)
Balance as at 31.03.2021	25.00	449.16	474.16

Nature and purpose of reserves:

Capital Reserve: Standing in books against capital subsidy received for establishing manufacturing unit.

The accompanying notes form an integral part of financial statements For and on behalf of Board of Directors As per our Report of even date attached

For Suresh Kumar Mittal & Co., Chartered Accountants Firm Regd. No.: 500063N

Partner Membership No.: 521915 Delhi, April 23, 2021

K. Muralidharan

Chief Financial Office

S. K. Agr

Chairman

DIN - 00400892

A.G.Halasangi Chief Executive Officer

Anilk mun tu's Anil Kumar Jain

Director

DIN - 00086106

$-1.11$

Amruta Avasare Company Secretary Mumbai, April 23, 2021

PRANAVADITYA SPINNING MILLS LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2021

	Particulars
		for the Year ended 31.03.2021		for the Year ended 31.03.2020
Á.	CASH FLOW FROM OPERATING ACTIVITIES
	Profit / (Loss) before Exceptional Items and Tax		(461.98)		(396.38)
	Adjustments for:
	Depreciation and Amortisation		120.27		124.76
	Finance Cost		7.72		27.44
	Interest Income		(13.25)		(5.22)
	Other Comprehensive Income		41.61		(2.75)
	Exceptional Items		(365.04)
	Operating profit / (Loss) before Working Capital changes		(670.67)		(252.15)
	Changes in Working Capital:
	Adjustment for (increase) / decrease in Operating Assets:
	Inventories	657.93		63.59
	Trade Receivables	430.40		487.27
	Current Financial Assets	$\alpha$		4.39
	Other Current Assets	31.97	1,120.30	10.95	566.20
	Adjustment for increase / (decrease) in Operating Liabilities:
	Non Current Provisions	(65.40)		7.33
	Trade Payables	(488.53)		198.32
	Other Current Financial Liabilities	6.77		7.41
	Other Current Liabilities	(175.18)	(722.34)	(233.26)	(20.20)
	Net Income Tax (paid) / refunds		(2.23)		(1.71)
	Net Cash Flow from / (used in) Operating Activities (A)		(274.94)		292.14
B	CASH FLOW FROM INVESTING ACTIVITIES				(0.75)
	Purchase of Tangible Assets		(0.46)
	Proceeds from Sale of Fixed Assets Interest Received - Others		1.08		5.22
	Net Cash Flow from / (used in) Investing Activities (B)		13.25 13.87		4.47

с	CASH FLOW FROM FINANCING ACTIVITIES Finance Cost				(27.44)
	Net Cash Flow from / (used in) Financing Activities (C)		(7.72) (7.72)		(27.44)

	Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C)		(268.79)		269.17
	Cash and Cash Equivalents at the beginning of the Year		301.20		32.03
	Cash and Cash Equivalents at the end of the Year		32.41		301.20
	Reconciliation of Cash and Cash Equivalents with the Balance Sheet:
	Cash and Cash Equivalents as per Balance sheet		32.41		301.20
	Cash and Cash Equivalents at the end of the Year Comprises of:
	(a) Cash in Hand		0.04		1.11
	(b) In Current Accounts		32.37		300.09

As per our Report of even date

For Suresh Kumar Mittal & Co., Chartered Accountants Firm Regd. No.: 500063N

Partner Membership No.: 521915 Delhi, April 23, 2021

For and on behalf of Board of Directors

S. K. And

DIN - 00400892

$\sqrt{8}$

DIN - 00086106 $100^{\circ}$

Director

A.G.Halasangi K. Muralidharan Chief Financial Officer

Amruta Avasare Chief Executive Officer Company Secretary Mumbai, April 23, 202

MIK much Jul

Anil Kumar Jain

PRAN.AVADITYA SPINNING MIllS UMITED

NOTES TO THE FINANOAL STATIMENTS FOR YEAR ENDED 31ST MARCH,2021

1. CORPORATEINFORMATION

PranavadltyaSpinningMills Umlted (the 'Company) Is a limIted company incorporated and domiciled in India whose sharesare publicly traded. The registered office is located at Office No.2, Plot No.266. VillageAIle. Kumbhoj Road.Taluka Hatkanagale,Dist.Kolhapur-416109.Maharashtra, India

The CompanyIs ¹¹ SpinningUnit engagedIn the manufacture of cotton yam.

The Anancial statements of the Companyfor the year ended March 31,2021were authorized for Issue In accordancewith a resolution of the Board of Directors on April 23, 2021.

2. BASISOFPREPARATION

The financial statements have been prepared In accordancewith the Indian Accounting Standards (referred to as 'Ind AS') as prescribed under section 133 of the Companies Act, 2013 read WIth Companies(Indian AccountingStandards)Rulesasamended from time to time.

Thefinancial statements have been prepared on a historical cost baSISe, xcept for the following assets and liabilities which have been measuredat fair value:

Derivative financial Instruments,

Certain flnanclal assetsand liabilities measured at fair value (refer accounting policy regarding flnanclallnstruments)

The financial statement are presented in Indian Rupees ('INR') and all values are rounded to the nearestlakhs, except otherwise Indicated.

3. SIGNIFICANTACCOUNTINGPOUCIES

3.1 Property, plant and equipment and rlcht-of-use 1I.Ssets:

The company has opted to follow cost model for accounting of its entire property, plant and equipment. Property, plant and equipment are stated at original cost inclusive of Incidentill expensesrelated to acquisition net of tax / duty credit availed,net of accumulated depreciatIon and accumulated Impairment losses,If any. Suchcost Includesthe cost of replacing part of the plant and equipment and borrOWingcosts for long-term construction project.sIf the recognition criteria are met. When significant parts of plant and equipment are required to be replaced at Intervals, the Companydepredates them separatelybasedon their spedflt useful lives. Ukewlse. when a major repair Is performed, its cost Is recognisedIn the carry",! amount of the plant and equipment as a replacement If the recognition criteria Is satisfied. All other repair and maintenancecosts are recognisedin profit or loss asIncurred. The present value of the expected

NOTES TO THE fiNANCIAL STATEMENTS fOR YEAR ENDED 31" MARCH, 2021

cost lor the decommissioning ofan asset after Its use IsIncluded in the cost of the respective asset If the recognition criteria tor a provision are met.

Capital work-In-progress Includes COSt of property, plant and equipment under Installation / under development as at the balance sheet date.

Rlght-ol-use (ROU) assetsare stated at cost,less accumulated depreciation and Impairment loss, If any. The carrying amount of ROUassets is adjusted for remeasurement of lease liability, If any, In future. Cost of ROUassets comprises the amount of initial measurement of lease liability, lease payments made before the commencement date (net of incentives received). Initial direct costs and present value of estimated costs of dismantling and restoration, if any.

Depreciation on the property, plant and equipment is provided over the useful life of assets as specified in schedule II to the Companies Act, 2013. Property, plant and equipment which are added / disposed off during the year, depreciation Is provided on pro-rata basiswith reference to the date of addition / deletion.

The present value ofthe expected cost for the decommissioning of an asset after its use 15Included In the cost of the respective asset if the recognition criteria for a provision are met.

The Company, based on technical assessment made by technical expert and management estimate, depreciates certain Items of building, plant and equipment over estimated useful lives which are different from the useful life prescribed In Schedule II to the Companies Act, 2013. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assetsare likely to be used.

In case of some Items of plant, depredation has been provided In range of 26 years (minimum) to 3S years (maximum) based on the technical evaluation of the remaining useful life which Is different from the one specified in schedule 1110 the Companies Act, 2013.

An item of property, plant and equipment and any Significant part Initially recognised 15 derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss ariSIng on derecognltion of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is Included in the statement of profit and loss when the asset is derecognised.

The residual values, useful lives and methods of depredation of property. plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

In case of pre-owned assets,the useful life is estimated on a caseto case basis.

NOTES TO TME FINANCIAL STATEMENTS FOR YEAR ENDED 31ST MARCH, 2021

3.2 Investment properties

Investment properties compnse portions of freehold land and office building that are held for long-term rental yields and/or for capital appredatlon. Investment properties are InitJally recognized at cost. Subsequently, Investment property comprising of building is carried at cost less accumulated depreciation and Impairment losses.

The cost Includes the cost of replacing parts and borrowing cost for long term construction projects If the recognition criteria are met. When significant parts of the Investment property are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognized in profit and loss as Incurred.

Depreciation on building is provided over the estimated useful lives as specified in schedule II to the Companies Act, 2013. The residual values, useful lives and depreciation method of investment properties are reviewed, and adjusted on prospective basis as appropriate, at each financial year end. The effects of any revision are included In the statement of profit and loss when the change arise.

Though the company measures investment property using cost based measurement, the fair value of Investment property is disclosed In the notes. Fair values are determined based on an annual evaluation performed by an accredited external independent valuer applying a valuation model recommended by the International Valuation Standards Committee.

Investment properties are de recognized when either they have been disposed off or when the Investment property Is permanently withdrawn from use and no future economic benefit Is expected (rom Its disposal.

The difference between the net disposal proceeds and the carrying amount of the asset Is recognlled In the statement o( profit and loss in the perIod of derecognltlon.

3.3 Intangible Assets

Intangible assets acquired separately are measured on Initial recognition at cost. Following Initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated Impairment losses. Internally generated Intangibles, excluding capitalised development costs. are not capitalized and the related expenditure Is reflected In profit or loss In the period In which the expenditure is incurred.

The useful lives of Intangible assetsare assessed3S either flnlte or indefinite.

PRANAVADrTYA SPINNING MILlS UMITfD

NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31ST MARCH, 2021

Intangible assets with finite lives are amortised over the useful economic life and assessed lor impairment whenever there is an indication that the Intangible asset may be Impaired. The amortisation period and the amortisation method for an Intangible asset with a finite useful life are reviewed at least at the end of each reportong period. ChangesIn the expected useful life or the expected pattern of consumption of future economic benefits embodied In the asset are conSidered to modify the amortisation period or method, as appropriate, and are treated as changes In accounting estimates. The amortisation expense on Intangible assets with finite lives Is recognised in the statement of profit and loss

Intangible assets With indefinite useful lives are not amortised, but are tested for Impairment annually, either Individually or at the cash-generating unit level. The assessment 01indefinite life is reviewed annually to determtne whether the indefinite life continues to be supportable. If not, the change in useful life from indeflnlte to flnite Is made on a prospective basis.

Gains or losses arising from derecognitlon of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount 01the asset and are recognised in the statement of profit or loss when the asset is derecognised.

Research and Development Cost:

Researchcosts are expensed as Incurred. Development expenditures on an Individual project are recognlzed as an Intangible asset when the Company can demonstrate;

The technical feasibility of completing the intangible asset so that the asset will be available for use or sale
Its intention to complete and its ability and intention to use or sell the asset
How the asset will generate future economic benefits
The availability of resources to complete the <lsset
The ability to measure reliably the expenditure during development

Following initial recognition of the development expenditure as an asset, the asset is carried at cost lessany accumulated amortisation and accumulated Impairment losses.Amortisatlon 01the asset begins when development is complete and the asset is available for use. It Is amortised over the period of expected luture benefit. Amortisation expense is recognised In the statement 01 profit and loss.

During the period of development, the asset is tested for impairment annually.

3.4 Borrowing costs

NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31ST MARCH, 2021

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for Its Intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period In which they occur.

3.5 Impairment of non-financial assets:

As at each balance sheet date, the Company assesseswhether there is an Indication that an asset may be Impaired and also whether there is an indication of reversal of Impairment loss recognized In the previous periods. If any indication exists or when annual Impairment testing for an asset Is required, If any, the Company determines the recoverable amount and Impairment loss is recognized when the carrying amount of an asset exceeds Its recoverable amount.

Recoverable amount Is determined:

In the case of an individual asset, at the higher of the fair value less cost to sell and the value in use; and
In the case of cash generating unit (a group of assets that generates Identified, independent cash flows) at the higher of the cash generating unit's fair value less cost to sell and the value in use.

In assessing value In use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of the time value of money and the risks speclflc to the asset. In determining fair value less cost of disposal, recent market transaction is taken into account. If no such transactions can be Identified, an appropriate valuation model Is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value Indicators.

The company bases its Impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Company's CGUsto which the Individual assetsare allocated. These budgets and forecast calculations generally cover a period of five years. For ionger periods, a long-term growth rate Iscalculated and applied to project future cash flows after the fifth year.

Impairment lossesof continuing operanons, Indudlng impairment on inventories, are recognized In profit and loss section of the statement of profit and loss, except for properties previously revalued with the revaluation taken to Other Comprehensive Income (the OCI) for such properties, the impairment is recogmzed in 00 up to the amount of any previous revaluation.

3.6 Inventories

Inventories are valued at the lower of cost and net realisable value. Costs incurred In bringing each product to its present location and condition is accounted for as follows:

a) Raw material, packing material, construction material, stores & spares:
Cost Includes cost of purchase and other costs incurred In bringing the inventOries to their present location and condition. Cost is determined on weighted average basis.
b) Finished goods and work in progress:

NOTES TO THE FINANOAL STATEMENTS FOR YEAR ENDED 31n MARCH, ²⁰²¹

Cost includes cost of purchase and other costs incurred In bringing the Inventories to their present location and condition. Cost is determined on weighted average basis.

c) Traded goods: Cost Includes cost of purchase and other costs incurred in bringing the Inventories to their present location and condition. Cost Isdetermined on weighted average basis.
d) Wastage and rejections are valued at estimated realizable value.

Slow and non-moving material, obsolescence, defective inventories are duly provided for and valued at net realisable value. Goods and materials in transit are valued at actual cost Incurred. Materials and supplies held for use In the production of Inventories are not written down if the finished products in which they will be used are expected to be sold at or above cost.

Net realisable value isthe estimated sellir.g price in the ordinary course of business, lessestimated costs of completion and the estimated costs necessarv to make the sale.

3.7 Cash and cash equivalents

cash and cash equivalents comprise cash on hand and demand deposits with banks which are short-term, highly liquid Investments that are readily convertible into known amounts of cash and which are subject to inSignificant risk of changes in value.

3.8 Foreign currency transactions

The Company's financial statements are presented In INR,which is also the Company's functional currency.

Foreign currency rranseenons are recorded on 'Oltial recognition in the functional currency, USing the e~change rate at the date of the transaction. At each balance sheet date, foreign currency monetary items are reported using the closing exchange rate. ~chan8e differences that arise on settlement of monetary Items or on reporting at each balance sheet date at the closing rate are recognized as Income or expenses in the period in which they are arise. Non-monetary Items which are carried at historical cost denominated In a foreign currency are reported using the exchange rate at the date of transaction. Non-monetary Items measured at fair value In a foreign currency are translated using the 6change rates at the date when the fair value Is determined. The gain or loss arising on transac:tJonof non-monetary items Is recognized In line with the gain or losses of the Item that gave arise to the translation difference (I.e. translation differences on items whose gain or loss Is recognized in other comprehensive Income or the statement of profit and loss Is also recognized in other comprehensrve income or the statement of profit and loss respectively).

3.9 Current versus non-current classffication

The Company presents assets and liabilities in the balance sheet based on current! non-current classification. An asset Is current when it is:

Expected to be realised or intended to sold or consumed In normal operating cycle
Held primarily tor the purpose of trading
Expected to be realised within twelve months after the reporting period, or

NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31ST MARCH. 2021

Cashor cash equivalent unless restncted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are cJasslfll!das non-current.

A liability Is current when:

It Isexpected to be settled In normal operating cycle
Ills held primarily for the purpose of trading
It Is due to be settled within twelve months after the reporting period. or
There Is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

The Company classifies all other liablliUes as non-current. Deferred tax assets and lIablitties are classified as non-current assetsand liabilities.

3.10 Fair value mea.surement

The Company measures finandal instruments, such as, derivatives at fair value at each balance sheet date. Fair value Is the price that would be received to sell an asset or paid to transfer a liability In an orderly transaction between market participants at the measurement date. The fair value measurement Is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

In the principal market for the asset or liability, or
In the absence of a principal market,ln the most advantageous market for the asset or liability

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

The fair value of an ISset or a liability Is measured usinglhe assumptions that market partlclpilnts would use when pricing the asset or liability, assumln8 that market participants act In their economiC beStInterest.

A fair value measurement of a non-financial asset takes Into account a market participant's ability to 8enerate economic benefits by using the asset In Its highest and best use or by seiling it to another market participant that would use the asset in its highest and best use.

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

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

Levell Quoted (unadjusted) market prices in active markets for identical assetsor liabilities
Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectJy observable
Level 3 Valuation techniques for which the lowest level Input that Is slgnillcant to the fair val ue measurement Is unobservable

NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31" MARCH, 2021

For assets and liabilities that are recosnised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels In the hierarchy by reassessing categorisation (~sed on the lowest level Input that Is significant to the fair vaiue measurement as a whole) at the end of each reporting period.

3.11 Revenue Recosnitlon

The Companies (Indian Accounting Standards) Amendment Rules, 2018 Issued by the Ministry of Corporate Affairs (MCA) notified Ind AS115 "Revenue from Contracts with Customers" related to revenue recognition which replaced Ind AS 11 "Construction Contracts" and Ind AS 18 .. Revenue" and provide a single, comprehensive model for aft contracts with customers. The revised standard contains principies to determine the measurement of revenue and timing of when it is recognized, The amendment also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including Significant Judgements and changes in those judgements aswell as assets recognized from costs incurred to fulfill these contracts.

The Company has adopted Ind AS 115 w.e.f. 1 April, 2018 using the modified retrospective approach. However, the adoption of the standard did not have any Impact on the financial statements.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment Is being made. Revenue Is measured at the fair value of the consideration received or receivable, taldng Into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government. The Company has concluded that it Is the principal In all of Its revenue arrangements since It Is the primary obhgor in all the revenue arrangements as it has pricing latitude and is also exposed to Inventory and credit risks.

The speclfic recosnitlon crnena described beiow must also be met before revenue Is recognised.

Sale of goods:

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. Revenue from the sale of goods is measured at the fair value of the consideration recelved or receivable, net of returns and allowances, trade discounts and volume rebates.

Rendering of Services:

Revenue from saie of service is recongised as per terms of the contract with customers when the outcome of the transactions involving rendering of services can be estimated reliably.

Interest Income:

NOTES TO THE FINANCiAl STATEMENTS FOR YEAR ENDED 31ST MARCH, 2021

For all flnanclallnstruments measured at amortised cost, Interest Income Is recorded uslns the effective Interest rate (EIR),which Is the rate that exactly discounts the estimated future cash payments or receipts throueh the expected life of the financial Instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset. Interest Income Is Included In other Income In the statement of profit and loss.

Dividends:

Revenue Is recognised when the Company's right to receive the payment Is established, which Is generally when shareholders approve the dividend.

lease Income:

lease agreements by which the risks and rewards Incident to the ownership of an asset substantially vest with the lessor are recogniled as operating leases.lease rentals are recognized on straight-line basis as per the terms of the agreements In the statement of profit and loss.

3.U Government Grants

Government grants are recognised where there Is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense Item, It Is recognlsed as income on a systematic basis over the periods that the related costs, for which It IsIntended to compensate, are expensed.

When the grant relates to the purchase of property, plant and equipment, It Is included in noncurrent liabilities as deferred income and are credited to the statement of profit and loss on a straight-line basis over the expected lives of the related assets and presented within other Income.

When the Company receives grants of non-monetary assets,the asset and the grant are recorded at fair value amounts and released to profit or loss over the e~pected useful life In a pattern of consumption of the benefit 01 the underlying asset by equal annual Instalments. When loans or similar assistance are provided by governments or related Institutions, with an interest rate below the current applicable market rate, the effect 01 this favorable Interest is regarded as a government grant. The loan or assistance Is initially recognised and measured at fair value and the government grant Is measured as the difference between the Initial carrying value 01 the loan and the proceeds received. The loan is subsequently measured as per the accounting policy applicable to financlaillabilities.

3.13 Earnings per share

Basic earnings per share Is calculated by dividing the profit from continuing operauens and total profit, both attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the period.

3.14Taxes Current Income Tax:

NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31n MARCH, ²⁰²¹

Tax on Income for the current period Is determined on the basis on estimated taxable Income and tax credits computed In accordance with the provisions of the relevant tax laws and based on the expected outcome of assessmentsI appeals.
Current income tax relatlOi to Items recosnlzed directly In equity and not In the statement of profit and loss. Management periodically evaluates position taken In the tax returns with respect to situations in which applicable tax regulations are subject to Interpretation and establishes provisions where appropriate.

Deferred Tax:

Deferred Tax is provided using the balance sheet approach on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

The carrying amount of deferred tax assets IS reviewed at each reporting date and reduced to the extent that it is no longer probable that sulfident taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecosnized deferred tax assets are reassessed at each reporting date and art! recosnized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply In the year when the asset Is realized 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 relating to items recosnized outside the statement of profit and loss Is recognized outside the statement of profit and loss. Deferred tax items are recosnlzed In correlation to the underlying transaction either in other comprehenSive Income or directly In equity.

The break-up of the major components of the deferred ta~ assetsand liabilities as at balance sheet date has been arrived at after setting off deferred ta)( assets and liabilities where the Company have a legally enforceable right to set-off assets against liabilities and where such assets and liabilities relate to taxes on income levied by the same governing taxation laws.

3.1SSelment accountlnl

The Chief Operational Decision Maker monitors the operating results of Its business segments separately for the purpose of making dedslons about resource allocation and performance assessment. Segment performance IS evaluated based on profit or loss and Is measured consistently with profit or loss in the finandal statements.

The operating segments have been identified on the basis of the nature of products I services.

a) Segment revenue includes sales and other income directly identifiable with I allocable to the segment including Inter-segment revenue.
b) Expenses that are directly identifiable with I allocable to segments are considered for determining the segment result. Expenseswhich relate to the Company as a whole and not allocable to segments are included under unallocable expenditure.
c) Income which relates to the Company as a whole and allocable to segments is Included In unallocable Income.

NOTES TO THE FINANCiAl STATEMENTS FOR YEAR ENDED UST MARCH, 2021

d) Segment result Includes margins on Inter-segment and sales which are reduced In arriving at the profit before tax to the Company.
e) Segment assets and liabilities Indude those directly Identifiable with respective segments. Unallocable assetsand liabilitIeS represent the assetsand l1abilitlesthat relate to the Company as a whole and not allocable to any segment

Inter-Segment transfer pricing

Segment revenue resulting from transactions with other business segments Is accounted on the basis of transfer price agreed between the segments. Such transfer prices are either determined to yield a desired margin or agreed on a negotlated basis.

3.16 leases

The Company as a lessee:

The Company's lease asset classesprimarily consist of leases for land and buildings. The Company assesseswhether a contract contains a lease, at inception of a contract. A contract Is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assesswhether a COntractconveys the right to control the use of an identlfied asset, the Company assesseswhether:

(I) the contract involves the use of an identified asset,
(II) the Company hassubstantially all of the economic benefits from use of the asset through the period of the lease, and
(Ill) the Company has the fight to direct the use of the asset.

At the date of commencement of the tease, the Company recognizes a rlght-ot-use (ROU) asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of 12 months or less (short-term leases) and low value leases. For these shortterm and low-value leases.the Company recognIzes the lease payments as an operating expense on a straight-line bastsover the term of the lease. Certain lease arrangements Include the options to extend or terminate the lease before the end of the lease term. ROUassetsand lease liabilities Indudes these options when It Is reasonably certain that they will be exercised. The ROUassets are Initially recognized at cost, which comprises the Initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease Incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

ROU assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. ROU assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of Impairment testing. the recoverable amount (t.e. the higher of the fair value less cost to sell and the value-In-use) is determined on an Individual asset basis unless the asset does not generate cash fiows that are largely independent of those from

NOT£S TO THE FINANOAl STATEMENTS FOR YEAR ENDED 31S! MARCH, 2021

other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU)to which the asset belongs.

The lease liability Is Initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate Implicit In the lease or, If not readily determinable, using the Incremental borrowing rates In the country of domicile of these leases.lease liabilities are remeasured with a corresponding adjustment to the related ROU asset If the Company chanaes its assessment of whether it will exercise an extension or a termination option. lease lIabihty and ROU assets have been separately presented In the Balance Sheet and lease payments have been classified as financing cash flows.

The Company as a lessor:

Leasesfor which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other ieasesare classified as operating leases.

3.17 Employee benefits

I) Short-term employee benefits

All employee benefits payable only within twelve months of rendering the service are dassified as short term employee benefits. Benefits such as salaries, wages, etc. and the expected cost of bonus. ex-gratia. and Incentives are recognized in the period during which the employee renders the related service.

II) Post-employment benefits

a) Defined contribution plans

State Government Provtdent Scheme Is a defined contribution plan. The contribution paid I payable under the scheme Is recognized In the statement of profit and loss during the period In which the emplovee renders the related services.

b) Defined Benefit Plans

The employee Gratuity Fund scheme and leave Encashment scheme managed by different trusts are defined benefit plans.

The cost of providing benefits under the deRned benefit plan is determined using the projected unit credit method with actuarial valuations being carried out at each balance sheet date, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measure each unit separately to build up the final obligation.

Remeasurements, comprising of actuarial gain and losses, the effect of the asset ceiling. exdudlng amounts included In net interest on the net defined benefit lIablllty 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 other comprehensive income in the period in which

NOTES TO THE FINANCIAL STATEMENTS fOR YEAR ENDED ulT MARCH, 2021

they occur. Remeasurements are not redasslfled to the statement of profit and loss In subsequent periods. Past service cost Is recogniled In the statement of profit and loss In the period of plan amendment.

Net Interest Is calculated by applying the discount rate to the net deflned benefit liability or asset.

The Company recognizes the following changes in the net defined benefit obligation under employee benefit expenses In the statement of profit and loss.

Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements.
Net Interest expense or income.

Long-term employee benefit

Compensated absences which are not expected to occur within twelve months after the end of the period In which the employee renders the related services are recognized as a liability at the present value of the defined benefit obligation at the balance sheet date.

Termination benefits

Termination benefits are recognized as an expenses In the period In which they are Incurred.

3.18 Provision, Contingent liabilities, Contlnsent assets and Commitments

General

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the company expects some or all of it provision to be reimbursed, for example, underan Insurance contract, the reimbursement is recognized asit separate asset, but only when the reimbursement Is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pretax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the Increase In the provision due to the passageof time Is recognized as a finance COSt.

Contlncent liability Is disclosed In the case of:

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

Commitments indude the amount of purchase order (net of advances) issued to parties for completion of assets.

NOTESTO THE FINANCIALSTATEMENTSfOR YEARENDED31n MARCH, 2021

Provision, contingent liabilities, contingent assetsand commitments are reviewed at each balance sheet date.

liquidated damages

ProviSion for liquidated damages are recosnlzed on contracts lor which delivery dates are exceeded and computed In reasonable manner.

Other Lltlcatlon claims

Provision for litigation related obligation represents liabilities that are expected to materialize in respect of matters In appeal.

Onerous contracts

A provision for onerous contracts Is measured at the present value lower of the expected costs of terminating the contract and the expected cost of continuing with the contract. Before a provision is established, the Company recognlzes impairment on the assets under the contract.

3.19 Exceptional Items

On certain occasions, the size, type or Incidence of an item of Income or expense, pertaining to the ordinary activities of the Company is such that its disclosure Improves the understanding of the performance of the Company. Such income or expense Is classified as an exceptional item and accordingly, disclosed in the notes accompanying the financial statements.

3.20 Non-current assets held for sale and discontinued operations

Non·current assetsand disposal groups are classified as held for sale If their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Noncurrent assets and dlsposal,roups classified as held for sale are measured at the lower of the,r carrying amount and fair value less costs to sell. This condition Is regarded as met only when the sale Is highly probable and the asset or dlsposalsroup Isavailable lor Immediate sale In Its present conditIon. Management must be committed to the sale, which should be expected to quality for recognition as a completed sale within one year from the date of classification.

Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations In the statement of prollt and loss.

Assets and liabilities classified as held for distribution are presented separately from other assets and liabilities in the balance sheet.

A disposal group qualifies as discontinued operation if It Is a component of the Company that either has been disposed of, or Is classified as held for sale and:

PRANAVAOrTYASPINNING MilLS UMITEO

NOTES TO THE FINANCiAl STATEMENTS FOR YEARENOm 31" MARCH, 2021

represents a separate major line of business or geographical area of operations,
Is part of a single coordinated plan to dispose of a separate major line of business or geographic.al area of operations,
or
Is a subsidiary acquired exdustvely with a view to resale,

An entity shall not depreciate (or amortise) a non-current asset while It 15classified as held for sale or while it is part of a disposal group classified as held for sale,

3,21 Financial Instruments

I) Financial assets

Initial recognition and measurement

All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value thnough profit or loss, transaction costs that are attributable to the acquisition of the financial asset,

Financial assetsare classified, at initial recognition, as flnanclal assetsmeasured at fair value or as financial assetsmeasured at amortised cost,

Subsequent measurement

For purposes of subsequent measurement, financial assetsare classified In two broad categories:

Financial asset at fair value
Financial assets at amortised cost

Where assets are measured at fair value, gains and losses are either recognized entirely in the statement of profit and loss (I.e, fair value through profit or loss), or recognized In other comprehensive income (I,e fair value through other comprehensive Income),

A financial asset that meets the follOWIngtwo conditions Is measured at amortised cost (net of any write down for Impairment) unless the asset Is designated at fair value through profit or loss under the fair value option,

Business model test: The objectIve of the Company's business model 15to hold the financial asset to collect the contractual cash flows (rather than to sell the instrument prior to its contractual maturity to realize its faorvalue changes),
Cashflow characteristics test: The contractual terms of the financial asset give rise on specifoed dates to cash flows that are solely payments of prindpal and interest on the principal amount outstanding,

A financial asset that meets the following two conditions 15measured at fair value through other comprehensive Income unless the asset is designated at fair value through profit or loss under the fair value option,

Business model test; The Rnanoal asset Is held within a business model whose objective Is achieved by both collecting contractual cashflows and seiling financial assets,

NOTES TO THE FINANCIAl STATEMENTS FOR YEAR ENDED 31ST MARCH, 2021

cash flow char.cteristlcs test: The contractual terms of the flnandal asset glve rise on speclfled dates to cash flows that are solely payments of principal and Interest on the principal amount outst .. nding

Ellen If an Instrument meets the two requirements to be measured at amortised cost or fair value through other comprehensive mcome, a financial asset is measured at fair value through profit or loss if doing so eliminates or Signlflantly reduces a measurement or recognition Inconsistency (sometimes referred to as an 'accounting mismatch') that would otherwise arise from measuring assets or liabilities or recogniz.lngthe gains and losseson them on d.fferent basis.

All other financial asset Is measured at fair value through profit or loss.

All equity Inllestments are measured at fair value in the balance sheet, witn value changes recognized In the statement of profit and loss, except for those equity Investments for which the entity hiS elected to present value changes In 'other eemprebenswe income'

If an equity Investment is not held for trading, an irrellOC<lbleelection is made at initial recognition to measure it at fair value through other comprehensive mcome WIth only dividend Income recognized in the statement of profit and loss.

Oe~nltlon

A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) Is primarily derecognised (I.e. removed from the Company's statement of financial position) when:

The rights to receive cash flows from the asset nave expired, or
The Company has transferred its rights to receive ash flows from the asset or has assumed an obligation to pay the received ash flows In full w.thout material delay to a lnird party under a ·pass-through· arrangement and either;
a) The Company has transferred substantially all the nsks and rewards of the asset, or
b) The Company has neither transferred nor retaoned substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred us rights to receive ash flows from an asset or has entered Into a pass-through arrangement, it evaluates if and to what extent .t has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control ohhe asset,the Company continues to recognize the transferred asset to the extent of the Company's continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obhgations rnat the Company nas retained.

Continuing Inllolvement that takes the form of a guarantee over the transferred asset Ismeasured at the lower of the original arrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

NOTES TO THE FINANCiAl STATEMENTS FOR YEAR ENDED 31" MARCH, 2021

Investment In associates, Joint venture and subsidiaries

The Company has accounted for lIS Investment In associates, Joint venture, and subsidiaries at cost.

Impairment of financial assets

The Company assessesimpairment based on expected credit losses(Ea.) model to the following: Financial assets measured at amortised cost;

F1nanclalassets measured at fair value through other comprehensive income (MOO);

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

The 12-months' expected credit losses (expected credit losses that result from those default events on the flnandallnstrument that are possible within 12 months after the reporting date); or
Fulillfetime expected credit losses (expected credit losses that result from all pOSsibledefault events over the life of the finanCial instrument).

The COmpanyfollows 'slmpllfled approach' for re,ocnitlon of Impairment loss allowance on:

Trade reo:eivablesor contract revenue reo:elvables;and
All lease receivables

Under the slmplifled approach, the COmpany does not track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime EUs at each reporting date, right from its lnrtlal recognition.

The COmpanyusesa provision matrix to determine Impairment lossallowance on the portfolio of trade receivables. The provision matrix Is based on its hlstorlQlly observed default rates over the expected life of the trade receivable and is adjusted for forward looking estimates. At every reporting date, the historially observed default rates are updated and changes In the forwardlooking estimates are analysed.

for recocnition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a signifianl increase In the credit risk since initial recocnitJon. If credit risk has not increased signiflantly, 12-months' Ea. Is used to provide for Impairment loss. However, If credit risk has increased slgnifianlly, lifetime ECl is used. If, In a subsequent period, credit qualoty of the Instrument Improves such that there is no longer a slgnifiant Increa.sein credit risk since initial recog.nitlon, then the COmpany reverts to recognhe impairment loss allowance based on 12-months' EeL

For assessing Increase In credit risk and Impairment loss, the COmpany combines finandal Instruments on the basis of shared credit risk characteristics with the objectIve of facllitating an analysis that Is designed to enable significant increase in credit risk LO be identifled on a timely basiS.

NOns TO TliE FINANCIAL STATEMENTS FOR YEAR ENDED 31" MARCH, 2021

II) Flnanclalllabllltles:

Initial recocnltIon and measurement

All finandalliabllities are recognized Initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Company's financial liabilities Include trade and other payables, loans and borrowings including bank overdrafts, and derivative finandal instruments.

Subsequent measurement

The measurement of flnanclalliabilitles depends on their classification, as described below:

financial liabilities at fair value through profit or loss

Financlaillablllhes at fair value through profit or loss Indude Iinanc1alliabilities held for trading and financial liabilities designated upon Initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held lor trading II they are Incurred for the purpose 01 repurchasing In the near term. ThIscategory also includes derivative financial Instruments entered into by the Company that are not designated as hedging Instruments In hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held lor trading are recocnized in the statement of profit and loss.

Financial liabilities designated upon Initial recognition at fair value through profit or loss are desIgnated at the Initial date 01 recognition, only if the criteria in Ind AS 109 are satisfied.

loans and borrowings

Alter Initial recognition, lnterest- bearing loans and borrowing are subsequently measured at amortised cost using the EIRmethod. Gains and losses are recognized in profit or loss when the liabilities are derecognlzed as well as through the EIRamortization process.

Amortised cost is calculated by taking into account any discount or premium on acqulsltlon and fees or costs that are an Integral part of the EIR. The erR amortization Is Included as finance costs in the statement of profit and loss.

Flnanciaicuarantee (ontram

Financial guarantee contracts Issued by thr Company are those contracts that require a payment to be made to reimburse the holder for a lossit incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt Instrument. Financial guarantee

NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31STMARCH, 2021

contracts are recosnited 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 higher of the amount of lossallowance determined as per impairment requirements of Ind AS109 and the amount recognized less cumulative amortization.

Derecognitlon

A financial liability Is derecognized when the obligation under the liability is discharged or cancelled or expired. When an existing financial liability Is replaced by another from the same lender on substantially different terms of an existing liability substantially modified, such as exchange or modification Is treated as the derecognition of the original liability and the recognition of a new liability. The difference In the respective carrying amounts Is recognized In the statement of profit and loss.

III) Offsetting of flnanclallnstruments

FJnancialassets 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 recognized amounts and there is an Intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

Iv) Derivative financial Instruments and hedge accounting

The company enters into derivative contracts to hedge foreign currency / price risk on unexecuted firm commitments and highly probable forecast transactions. Such derivative financial instruments are initially recognized at fair value on the date on which a derivate contract is entered Into and are subsequently remeasured at fair value. Derivatives are carried as financial assetswhen the fair value Ispositive and as financial liabilities when the fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to statement of profit and loss, except for the effective portion of cash flow hedges, whIch is recognized In other comprehensive income and presented as a separate component of equity which is later reclassified to statement of profit and 1055 when the hedge Item affects profit or loss.

3.22 Business combination under common control

Common control business combinations indude transactions, such as transfer of subsidiaries or businesses, between entities within a group.

Business combinations involving entities or businesses under common control are acc.ounted for using the pooling of interest method. Under pooling of interest, the assets and liabilities of the combining entitles are reflected at their carrying amounts, the only adjustments that are made are to harmonise accounting policies.

The financial information In the financial statements In respects of prior periods are restated as If the business combination had occurred from the beginning of the preceding period in the finandal statements, irrespective of the actual date of the combination. However, if business combination had occurred after that date, the prior period Information is restated only from that date.

NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31" MARCH, 20U

The difference, If any, between the amount recorded as share capitillissued plus any additional consideration Inthe form of cashor other assetsand the amount of share capital of the transferor Is transferred to capital reserve and presented separately from other capital reserves with disclosure of Its nature and purpose In the notes.

3.23 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 April 1, 2020.

4. SIGNIFICANTACCOUNTING JUDGEMENTS, ESTlMATESAND ASSUMPTIONS

Judgements

In the process of applying the Company's accounting policies, management has made judgements, which have the most significant effect on the amounts recogrusedIn the financial statements.

Estimates and assumptions

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

Impairment of non·flnanclal4lssets

The Company assessesat each reporting date whether there is an Indication that an asset may be Impaired. 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 an asset's or CGU's fair value less costs of disposal and its value In use. It rsdetermined for an individual asset, unless the asset does not generate cashInflows that are largely independent of those from other assets or groups of assets. Where 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.

In assessingvalue In use, the estJrnated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the

Nons TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31n MARCH, 2021

nsks specific to the asset. In determining fair value leu costs of dJsposal,recent market transactions are taken Into account. If no such transactions can be Identified, an appropriate valuation model Is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

Defined benefit plans

The cost of the defined benefit plan and other post-employment benefits and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments In the future. These Indude the determination of the discount rate, future salary increasesand monality rates. Due to the complexitIes involved in the valuation and its long-term nature, a defined benefit obligatIon Is highly sensitive to changesIn these assumptions. All assumptions are reviewed at each reponing date.

Fair value measurement of financiallnstNments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fajr value is measured uslng valuation techniques Including the DCFmodel. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements Include considerations of inputs such as liquidity risk, credit risk and volatility. Changes In assumptions about these factors could affect the reponed fair value of financial instruments.

Impairment of financial assets

The Impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses Judgement In making these assumptions and selecting the inputs to the Impalrmenl calculation. based on Company's past history, existing market conditions as well as forward looking estimates at the end of each reponing period.

L.....

Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, If the use of such option Is reasonably certain. The Company makesan assessmenton the expected lease term on a lease-by-lease basis and thereby assesseswhether it is reasonably cenaln that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as any slgnlncanl leasehold Improvements undenaken over the leaseterm, costs relating to the termination of the lease and the Imponance of the underlying asset to the COmpany'soperiJIlons and the availability of suitable alternatives. The lease term In future periods Is reassessedto ensure that the lease term renects the current economic circumstances. AIier considering current and future economic conditions, the Company has concluded that no changes are required to lease period relating to the existing lease contracts.

NOTESTO THE FINANCIAL STATEMENTSFOR YEAR ENDED 31ST MARCH,2021

estimation of uncertainties relating to the global health pandemic from COVID-19

TheCompany hasconsidered the possibleeffectsthat may result from the pandemic relating to COVID-19 on the carrying amounts of receivablesand unbilled revenues. In developing the assumptions relating to the possible future uncertainties in the global economic condinons because of this pandemic, the Company, asat the date of approvalof these financial statements hasusedInternal and external sourcesof Information including credit reports and related information, economic forecasts. The Company has performed sensitivity analysis on the assumptions used and based on current estimates expects the carrying amount of these assetswill be recovered. The impact of CQVID-19on the Company'sfinancial statements may differ from that estimated as at the date of approval ofthese financial statements.

NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31ST MARCH, 2021

5. PROPERTY, PLANT AND EQUIPMENT

							Rs. in lakhs
Particulars	Land - Freehold	Buildings	Plant & Machinery	Furniture & Fixtures	Factory & Office Equipments	Vehicles	Total
Gross Carrying Amount As at 01.04.2020 Additions	¥. 846.21	t, 1,016.97	ŧ. 4,078.77	٠ 53.81	132.40 0.46	36.32	6,164.48 0.46
Disposals / Transfers	ł	ł	$\ddot{\phantom{a}}$	۱	J	21.62	21.62
As at 31.03.2021	846.21	1,016.97	4,078.77	53.81	132.86	14.70	6,143.32
Accumulated Depreciation As at 01.04.2020	œ	369.12	3,063.05	51.28	118.86	27.29	3,629.60
Depreciation charged for the year	۰	17.70	97.18	0.01	4.26	$1.13$	120.28 20.54
Disposals / Transfers	$\theta$			٠	۹	20.54
As at 31.03.2021	٠	386.82	3,160.23	51.29	123.12	7.88	3,729.34
Net Carrying Amount						9.03	2,534.88
As at 31.03.2020	846.21 846.21	647.85 630.15	918.54 1,015.72	2.52 2.53	9.74 13.54	6.82	2,413.98
As at 31.03.2021

NOTES TO THE FINANCIAL STATEMENTS

$\mathsf{6},$ OTHER NON-CURRENT ASSETS

(Unsecured-considered good)

Particulars		Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Security Deposits	0.69	0.69
. TOTAL	0.69	0.69

7. INVENTORIES

Particulars		Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Raw Materials		249.62
Work in Progress		164.22
Finished Goods		211.63
Waste		23.08
Stores & Spares	4.26	13.64
TOTAL	4.26	662.19

TRADE RECEIVABLES $8.$

Particulars	Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Receivables exceeding Six Months
Receivables - Others		430.40
Receivables which have significant increase in Credit Risk
Receivables - Credit Impaired
TOTAL		430.40
Current Portion		430.40
Non-Current Portion
Break-up of Security Details:
Secured, Considered Good
Unsecured, Considered Good		430.40
TOTAL		430.40

Refer Note No. 39 for information about Credit Risk and Market Risk of Trade Receivables.

CASH AND CASH EQUIVALENTS $9.$

Particulars		Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Cash in Hand	0.04	1.11
Balances with Banks: - In Current Accounts -Fixed Deposits	32.37	300.09
TOTAL	32.41	301.20

BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS $10.$

Particulars .	Rs. in lakhs
	As at 31.03.2021	31.03.2020
Balances with Banks - Held as Margin / Fixed Deposits (a)	88.34	88.34
- 4 1 1 2 1 2 1 2 2 - 4 1 2 3 3 3 3 3 3 4 1 1 2 4 3 1 TOTAL	88.34	88.34

(a) Includes receipts of Rs. 88.34 lakhs (previous year Rs. 88.34 lakhs) held with bank as margin money against guarantee given to MSEDCL.

NOTES TO THE FINANCIAL STATEMENTS

CURRENT FINANCIAL LOANS 31.

Particulars	Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Security Deposits	0.01	0.01
TOTAL	0.01	0.01
Break-up:	×
Loans considered good - Secured
Loans considered good - Unsecured	0.01	0.01
Loans which have significant increase in Credit Risk
Loans - Credit Impaired
TOTAL	0.01	0.01

Refer Note No. 39 for information about Credit Risk and Market Risk of Loans.

12. CURRENT TAX ASSETS

Particulars	Rs. in lakhs
	As at! 31.03.2021	As at! 31.03.2020
Advance Income Tax (including tax deducted at source)	5.75
Refund Due	8.28	8.28
MAT Credit Entitlement	157.58	157.58
TOTAL	171.61	169,38

13. OTHER CURRENT ASSETS (Unsecured-considered good)

Particulars	Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Export Incentives / Claims Recoverable		6.03
Balances with VAT Authorities	8.60	37.39
Balances with GST Authorities	1.77	40.18
Interest accrued on Deposits	0.92	0.86
Advance to Suppliers	0.15	1.50
Others	103.03	60.48
TOTAL	114.47	146.44

14. SHARE CAPITAL

Particulars	Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Authorised:
Equity Shares
1,92,70,000 Equity Shares of Rs. 10 each	1,927.00	1,927.00
Issued, Subscribed and Paid-up:
1,92,41,280 Equity Shares of Rs. 10 each	1,924.13	1,924.13

Notes:

(a) Reconciliation of the number of the shares outstanding at the beginning and at the end of the year.

Particulars	As at 31.03.2021		As at 31.03.2020
	No. of Shares	Rs, in lakhs	No. of Shares	Rs. in lakhs
Authorised:
Equity Shares of Rs. 10 each		CHANNEL
Balance at the beginning of the year	1,92,70,000	927.00	1,92,70,000	1,927.00
Balance at the end of the year	1,92,70,000	1,927.00	1,92,70,000	1,927.00
Issued, Subscribed and Paid-Up:
Equity Shares of Rs. 10 each
Balance at the beginning of the year	1,92,41,280 $\Rightarrow$	1,924.13	1,92,41,280	1,924.13
Balance at the end of the year	1,92,41,280	1,924.13	1,92,41,280	1,924.13

The Company has not issued any Equity Shares during the current and in the previous year.

NOTES TO THE FINANCIAL STATEMENTS

(b) Terms / Rights attached to Equity Shares:

(i) The Company has only one class of Equity Shares having a par value of Rs. 10 per share. Each holder of Equity Shares is entitled to one vote per share and pro-rata dividend on the shares held.

(ii) In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders.

(c) Details of shareholders holding more than 5% shares in the Company:

Name of the Shareholder		As at 31,03,2021		As at 31,03,2020
		No.of Shares		No.of Shares
Indo Count Industries Limited (Holding Company)	74.53%	1,43,41,280	74 53%	43,41,280

(d) There are no shares reserved for issue under options and contracts / commitments for the sale of shares / disinvestment.

The Board of Directors of your Company at its meeting held on 21^et October, 2020 approved the Scheme of Amalgamation of the Company with Indo Count Industries Limited, Holding Company subject to requisite approvals. The appointed date for said amalgamation is 1^st October, 2020 and said amalgamation shall be effective upon filing of the order of Hon'ble Nationa Company is in the process of filing application under Section 230 of the Companies Act, 2013 with NCLT.

Upon the Scheme becoming effective, with effect from appointed date, the Business (along with all assets and liabilities thereof) of the Company shall be transferred and vested with the transferee Company i.e. Indo Count Industries Limited (ICIL) on a going concern basis. As a consideration for the amalgamation, the transferee Company vill issue its equity shares to the sha exchange ratio of 2:15 (i.e. 2 (Two) fully paid up equity shares of Rs. 2/- each of Indo Count Industries Limited (ICIL) would be issued to the Equity Shareholders of transferor company, for every 15 (Fifteen) equity shares of Rs. 10/- each. fully paid up.

NON-CURRENT PROVISIONS 16.

Particulars Contract Contract Contract Contract	Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Provision for Employee Benefits		65.40
TOTAL		65.40

$17.$ INCOME TAX

The major components of Income Tax expense for the years ended 31 March, 2021 and 31 March, 2020 are: STATEMENT OF PROFIT AND LOSS:

Particulars	Rs. in lakhs
	31.03.2021	31.03.2020
Current Income Tax:
Adjustments in respect of Current Income Tax of previous year
Deferred Tax:
Relating to origination and reversal of temporary differences	(236.16)	(128.14)
Income Tax expense reported in the Statement of Profit and Loss	(236, 16)	(128.14)

Other Comprehensive Income (OCI) section

IParticulars	Rs. in lakhs
	31.03.2021	31.03.2020
[Net loss / (gain) on remeasurements of defined benefit plans	1.58	(0.77)
Income Tax charged to OCI	11.58	(0.77)

CONTRACTOR

Particulars		Rs. in lakhs
	Balance Sheet		Profit and Loss
	31.03.2021	31.03.2020	31.03.2021	31.03.2020
Deferred Tax relates to the following:
Expenses allowable on payment basis	3.01	29.48	26.47	3.08
Unused Tax losses / depreciation	794.81	566.59	(228.22)	1.49
Accelerated depreciation for Tax purpose	(554.06)	(576.89)	(22.83)	(133.48)
	243.76	19.18	(224.58)	(128.91)
Deferred Tax expenses / (income) cumar Min Recognised in Profit and Loss - Recognised in OCI Surge S Deferred Tax Assets / (Liabilities)	243.76	19.18	DISPOSITION (236.16) 11.58	(128.14) (0.77)
÷	243.76	19.18	(224.58)	(128.91)

NOTES TO THE FINANCIAL STATEMENTS

Net Deferred Tax Assets / (Liabilities) and our Cult. $R = 0$ $\sim$ the Bale $-$ er

Particulars	Rs. in lakhs
---------------	31.03.2021	31.03.2020
Deferred Tax Assets	79782	596.07
Deferred Tax Liabilities	(554.06)	(576.89)
Deferred Tax Liabilities (net)	243.76	19.18

Reconciliation of Deferred Tax Liabilities (net)

Particulars	Rs. in lakhs
	31.03.2021	31.03.2020
Opening Balance as of 1 April Tax income / (expense) during the period recognised in Profit	19.18	(109.73)
and Loss	236.16	128.14
Tax income / (expense) during the period recognised in OCI	(11.58)	0.77
Closing Balance as at 31 March	243.76	19.18

TRADE PAYABLES DUE TO MICRO & SMALL ENTERPRISES 18.

Particulars the control of the control of the	Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Pavables	_________	137.65
TOTAL	SALE	137.65

Note:

The Company has certain dues to suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act'). The disclosures pursuant to the said MSMED Act are as follows:

Particulars	Rs. in lakhs
	As at 31.03.2021	As at 31,03,2020
a) The principal amount remaining unpaid to any supplier at the end of the year		137.65
(b) Interest accrued and due to suppliers under the Act, on the above amount		1.28
(c) Payment made to suppliers (other than interest) beyond the appointed day, during the year		215.29
d) Interest paid to suppliers under the Act
e) Interest due and payable to suppliers under the Act, for payments already made		0.85
f) Interest accrued and remaining unpaid at the end of the year under the Act		1.28
g) The amount of further interest remaining due and payable even in the succeeding years for the purpose of disallowances under Section 23 of the Act

Disclosure of payable to vendors as defined under the MSMED Act is based on the information available with the Company regarding
the status of registration of such vendors under the said Act, as per the intimation received

19. TRADE PAYABLES DUE TO OTHER THAN MICRO AND SMALL ENTERPRISES

Particulars	Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Payable to Holding Company	572.43	571.61
Payable to Others		351.72
TOTAL	572.43	923.33

OTHER CURRENT FINANCIAL LIABILITIES 20.

Particulars		Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Security Deposits	30.25	0.35
Other Payables		23.13
. TOTAL	30.25

NOTES TO THE FINANCIAL STATEMENTS

$21.$ OTHER CURRENT LIABILITIES

Particulars	Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
Advance from Customers:
- from Holding Company
- from Others		34.84
Other Payables (a)	68.56	208.90
TOTAL	68.56	243.74

(a) There are no amounts due and outstanding to be credited to Investor Education & Protection Fund.

DISCLOSURES AS REQUIRED BY INDIAN ACCOUNTING STANDARD (IND AS) 37 PROVISIONS, CONTINGENT LIABILITIES AND $22.$ CONTINGENT ASSETS

(a) Movement in Provisions / Contingent Liabilities

Particulars	Bank Guarantees		Income Tax
	31.03.2021	31.03.2020	31.03.2021	31.03.2020
Carrying amount at the beginning of the year* Additions made during the year#	88.34	88.34 $\frac{1}{2} \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right)$	0.40	0.40 ٠
Carrying amount at the end of the year*	88.34	88,34	0.40	0.40

Particulars		VAT.		Other Litigation Claims		Total
	31.03.2021	31.03.2020	31.03.2021	31.03.2020	31.03.2021 31.03.2020
Carrying amount at the beginning of the year*			10.94	9.61	99.68	98.35
Additions made during the year#	43.87		30	33	45.16	33
Carrying amount at the end of the year*	43.87		12.24	10.94	144.84	99.68

*Carrying amounts comprise of non-current and current provisions.

Additional provision made during the year is included in the respective head of accounts.

(b) Nature of Provisions:

(i) Provision for Excise Duty / Customs Duty / Service Tax represents the differential liability that is expected to materialise in respect of matters in (ii) Provision for litigation related obligations represents liabilities that are expected to materialise in respect of matters in appeal.

23. REVENUE FROM OPERATIONS

Particulars		Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
1) Sale of Products *
- Manufactured	519.48	6,893.32
(2) Other Operating Revenue
- Export Incentives / Benefits	0.60	47.81
REVENUE FROM OPERATIONS	520.08	6,941.13

Disaggregation of Revenue

Revenue based on Geography

Particulars	Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year. 01.04.2019 to 31.03.2020
Domestic	480.20	4,084.83
Export	39.88	2,856.30
REVENUE FROM OPERATIONS	520.08	6,941.13

Reconciliation of Revenue from Operations with Contract Price

Particulars	Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
Contract Price	520.08	6,943.78
Less:
Sales Returns
Others		2.65
REVENUE FROM OPERATIONS	520.08	6,941.13

NOTES TO THE FINANCIAL STATEMENTS

24. OTHER INCOME

Particulars	Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
Interest - Banks	8.98	4.85
Interest - Others	4.27	0.37
Miscellaneous Receipts and Incomes	$\sim$ 5.93
Income Staff Deployment	11.60
Exchange Rate Difference (net)		37.40
Rent Received	30.16	10.98
Sundry balances / Excess provision written back (net)	0.02	0.21
Liability no longer payable written back	19.19	0.00
TOTAL	80.15	53.81

$25.$ COST OF MATERIALS CONSUMED

Particulars	Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
Raw Material & Components Consumed
Opening Stock	249.62	296.95
Add: Purchases	23.92	5.108.06
Less: Material Returned out of Opening Stock	115.74
SUB-TOTAL	157.80	5,405.01
Less: Closing Stock		249.62
COST OF MATERIAL CONSUMED	157.80	5,155,39

CHANGES IN INVENTORIES OF FINISHED GOODS, WORK IN PROGRESS AND STOCK IN TRADE $26.$

Particulars		Rs. in lakhs
c.		For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
Opening Stock
Finished Goods		211.63	205.48
Stock in Process		164.22	191.99
Waste		23.08	10.99
SUB-TOTAL	$\Lambda$	398.93	408.46
Less: Closing Stock
Finished Goods			211.63
Stock in Process			164.22
Waste			23.08
SUB-TOTAL	$\overline{B}$		398.93
TINCREASE) / DECREASE IN STOCK	$A - B$	398,93	9.53

27. EMPLOYEE BENEFITS EXPENSE

Particulars	Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
Salaries & Wages	186.25	766.40
Contribution to Provident & Other Funds	14.69	67.38
Gratuity	22.76	19.41
Staff Welfare Expense	0.63	23.82
TOTAL	224.33	877.01

$28.$ FINANCE COST

Particulars	Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
Interest Expense - Banks - Others Bank Charges TOTAL	1.24 Lumar Min 3.97 2.51 7.72	9,12 5.57 12.75 27.44
	÷ area

NOTES TO THE FINANCIAL STATEMENTS

PRANAVADITYA SPINNING MILLS LIMITED

29. DEPRECIATION & AMORTISATION EXPENSE

Particulars パンケツけいきょうちょうしょう		Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
Depreciation	Contract Contract $\sim$ 120.27	124.76
TOTAL	120.27	124.76

30. OTHER EXPENSES

Particulars	Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
Consumption of Stores, Spares and Packing Materials	3.03	138.74
Power & Fuel	79.70	842.96
Rates, Taxes & Fees	13.75	10.68
Insurance	17.20	16.08
Repairs to Machinery	0.73	8.40
Repairs to Buildings	0.05	0.26
Commission & Brokerage	1.43	58.34
Freight Outward	1.93	74.91
Miscellaneous Expenses (a)	35.34	46.83
TOTAL	153.16	1,197.20

(a) Includes payment to Statutory Auditors

Particulars www.communications.com	Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
As Statutory Audit Fees	2.00	2.00
As Quarterly Audit / Limited Review Fees	1.50	1.50
As Tax Audit Fees	0.50	0.50
In Other Capacity	0.13	0.13
TOTAL	4.13	4.13

Exceptional item represents the expenditure incurred on account of VRS/Separation Scheme approved by the Board on July 15, 2020.

CONTINGENT LIABILITIES AND COMMITMENTS (to the extent not provided for) $32.$

A. Contingent Liabilities

Particulars	Rs. in lakhs
	As at 31.03.2021	As at 31.03.2020
(i) Bank Guarantees	88.34	88.34
(ii) Pending Labour Cases	12.24	10.94
(iii) Income Tax Matter	0.40	0.40
the control of the first state of the iv) VAT	43.87

B. Commitments: Nil

33. RELATED PARTY DISCLOSURE

Related party disclosures as required by IND-AS 24 "Related Party Disclosures" are given below: The Management Personnel:

Ashok G. Halasangi - Chief Executive Officer

ii) Holding Company:
Indo Count Industries Ltd.

			SAMONS			Rs. in lakhs
Nature of transaction	Holding Company		Key Management Personnel		Total
	31.03.2021	31.03.2020	31.03.2021	31.03.2020	31.03.2021	31.03.2020
Transactions during the year:
- Remuneration Paid			19.85	19.87	19.85	19.87
- Purchase of Raw Material		2,484.34				2,484.34
- Purchase of Stores		0.16				0.16
- Purchase of Fixed Assets		0.39				0.39
- Reimbursement of Expenses	0.02	51.29			0.02	51.29
- Sale of Goods	198.67	476.49			198.67	476.49
- Sale of Stores & Packing Material	8.86				8.86
- Rent Received	30.15	10.98			30.15	10.98
- Salary for Deputed Staff	11.60				11.60
Balance Outstanding at the year end:
- Creditors for Raw Material	566.44	567.74			566.44	567.74
- Creditors for Others	6.00	4.85			6.00	4.85
- Debtors for Services		0.99				0.99

Related parties enlisted above are those having transactions with the Company.

NOTES TO THE FINANCIAL STATEMENTS

$34.$ DISCLOSURES AS REQUIRED BY INDIAN ACCOUNTING STANDARD (IND-AS) 33 "EARNINGS PER SHARE"

Particulars	UoM.	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
Face Value of Equity Share	Rs	10.00	10.00
Weighted Average number of Equity Shares outstanding	Nos	1,92,41,280	1,92,41,280
Profit / (Loss) for the year (Continuing Operations)	Rs.in lakhs	(590.86)	(268.25)
EARNING PER SHARE (BASIC AND DILUTED)	Rs.	(3.07)	(1.39)

The Company is exclusively engaged in the activity of manufacture of the cotton yarn which constitutes a single reportable segment in the context of Indian Accounting Standard (Ind-AS) 108 on "Operating Segments" issued by 35.

OTHER INFORMATION 36

Particulars	Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
Expenditure in Foreign Currency
- Selling Commission / Claims		8.26
Earnings in Foreign Currency
- FOB Value of Exports	213.80	3,190.51
(Including deemed exports of Rs. 182.42 lakhs (previous year Rs. 416.40)

37. DISCLOSURES AS REQUIRED BY INDIAN ACCOUNTING STANDARD (IND-AS) 19 "EMPLOYEE BENEFITS"

(a) Defined Contribution Plans:

Amount of Rs. 14.69 lakhs (previous year Rs. 67.38 lakhs) is recognised as an expense and included in Employee Benefits Expense paid under the following defined contribution plans (Refer Note 27, supra):

Particulars	Rs. in lakhs
	For the year 01.04.2020 to 31.03.2021	For the year 01.04.2019 to 31.03.2020
Benefits (Contribution to):
Provident fund	11.80	48.21
Employee State Insurance Scheme	2.90	18.88
Labour Welfare Scheme	(0.01)	0.29
TOTAL	14.69	67.38

(b) Defined Benefit Plans:

Gratuity

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount equivalent to 15 days' salary for each completed year of service. Vesting occurs upon completion of five continuous years of service in accordance with Indian Law.

The Company makes annual contributions to the Life Insurance Corporation of India, which is funded defined benefit plan for qualifying employees.

Leave Encashment Benefit

The Company provides for leave encashment, a defined benefit retirement plan covering eligible employees. The Leave Encashment Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or te completed year of service, subject to maximum of 90 days till retirement.

The Company makes annual contributions to the Life Insurance Corporation of India, which is funded defined benefit plan for qualifying employees.

NOTES TO THE FINANCIAL STATEMENTS

PRANAVADITYA SPINNING MILLS LIMITED

	Particulars		Rs. in lakhs
Sr.		GRATUITY		LEAVE ENCASHMENT
No.		2020-21	2019-20	2020-21	2019-20
		(funded)	(funded)	(funded)	(funded)
	Change in present value of defined benefit obligation during the year
	r resent vanie or ucuneu oenem oonganor at me oegnining or
$\overline{2}$	Interest cost	193.92	163.91	31.49	28.96
$\mathbf{I}$	Current service cost	12.41 22.76	12.34 19.41	1.93	215
4	Past service cost			5.43	5.04
5	Liability transfer from other Company
6	Liability transferred out/ divestment
$\overline{\tau}$	Benefits paid directly by employer
8	Benefits paid	(166.20)	(4.82)	(19.67)	(0.99)
ä	Actuarial changes arising from changes in demographic assumptions		(0.03)		(0.00)
10	Actuarial changes arising from changes in financial assumptions	0.48	12.13	0.18	2.57
$_{11}$	Actuarial changes arising from changes in experience adjustments	(44.55)	(9.04)	(11.92)	(6.23)
	12 Present Value of defined benefit obligation at the end of the year	18.82	193.92	7.44	31.49
	II Change in fair value of plan assets during the year
1	Fair value of plan assets at the beginning of the year	128.52	105.85	3799	31.60
$\overline{2}$	Interest Income	6.17	8.46	1.94	2.51
3	Contributions paid by the employer	88.52	19.03		4.88
4	Benefits paid from the fund	(166.20)	(4.82)	(19.67)	(0.99)
5	Assets transferred out/ divestments
6	Return on plan assets excluding interest income
$\tau$	Fair value of plan assets at the end of the year	57.03	128.52	20 26	37.99
	III Net asset / (liability) recognised in the balance sheet
1	Present Value of defined benefit obligation at the end of the year	18.82	193.92	7.44	31.49
$\overline{2}$ 3	Fair value of plan assets at the end of the year	57.03	128.52	20 26	37.99
4	Amount recognised in the balance sheet Net (liability) / asset - current	(38.20)	65.40	(12.82)	(6.50)
5	Net (liability) / asset - non-current
	Expenses recognised in the statement of profit and loss for	38.20	(65.40)	12.82	6.50
IV.	the year.
1	Current service cost	22.76	19.41	5.43	5.04
$\mathfrak{D}$	Interest cost on benefit obligation (net)	3.77	4.19	(0.62)	4.33
$\overline{\mathbf{3}}$	Actuarial changes arising from changes in demographic assumptions
4	Actuarial changes arising from changes in financial assumptions
5	Actuarial changes arising from changes in experience adjustments			(11.92)	(6.23)
6.	Return on Plan Assets excluding amount included in 'Net
	interest on net Defined Liability / (Asset)' above			0.80	(2.12)
$\tau$	Total expenses included in employee benefits expense	26.53	23.61	(6.32)	1.01
N	Recognised in other comprehensive income for the year
	Actuarial changes arising from changes in demographic assumptions		(0.03)
$\overline{2}$	Actuarial changes arising from changes in financial assumptions	0.48	12.13
3	Actuarial changes arising from changes in experience adjustments	(44.55)	(9.05)
$\frac{4}{3}$	Return on plan assets excluding interest income	2.46	(0.31)
š	Recognised in other comprehensive income	(41.61)	2.76
VI	Maturity profile of defined benefit obligation
t	Within the next 12 months (next annual reporting period)	7.11	18.46	2.93	5.56
$\mathbf{2}$	Between 2 and 5 years	3.37	42.67	1.46	6.37
$\overline{3}$	Between 6 and 10 years	6.75	85.68	2.45	11.30
VH	Quantitative sensitivity analysis for significant assumption is as below:
	Increase / (decrease) on present value of defined benefits obligation at the end of the year
	(i) Hundred basis point increase in discount rate	(17.81)	(176.46)	(7.06)	(28.87)
	(ii) Hundred basis point decrease in discount rate	19.97	214.23	7.87	34.56
	(i) Hundred basis point increase in rate of salary increase	19.86	213.98	7.86	34.52
	(ii) Hundred basis point decrease in rate of salary increase	(17.89)	(176.35)	(7.06)	(28.85)

Rs.in lakhs

NOTES TO THE FINANCIAL STATEMENTS

VIII Sensitivity Analysis Method

Sensitivity analysis is determined based on the expected movement in liability if the assumptions were not proved to be true on different count.

				IX The major categories of plan assets as a percentage of total
--	--	--	--	-----------------------------------------------------------------

Particulars	Gratuity		Leave Encashment
	[2020-21 (funded) 2019-20 (funded) 2020-21 (funded 2019-20 (funded)
Insurer Managed Funds		100%	100.00%	$-100.00$

	Actuarial Assumptions
	Sr. Particulars		Gratuity		Leave Encashment
No.		2020-21 (funded)	2019-20 (funded) 2020-21 (funded 2019-20 (funded)
	Discount Rate	6.26% р.н.	$6.72%$ p.a.	$6.26\%$ p.a.	6.72% p.u.
	2 Salary Escalation	7.00%	7.00%	7.00%	7.00%
	3 Mortality rate during employment	Indian Assured	Indian Assured	Indian Assured	Indian Assured
		Lives Mortality		Lives Mortality Lives Mortality Lives Mortality
		$(2012 - 14)$	$(2012-14)$	$(2012 - 14)$	$(2012-14)$
	4 Mortality post retirement rate	NA.	NA	NAI	NA.
	5 Employee Rate Turnover	5.00% p.a.	5.00% p.a.	$5.00\%$ p.a.	5.00% р.в.
	6 Future Benefit Cost Inflation	NA.	NA	NA.	NA.

Expected contribution to the defined benefit plan for the next annual reporting period.

(i) The actuarial valuation of plan assets and the present value of the defined benefit obligation were carried out at 31 March, 2021. The present value of the defined benefit obligation and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.
(ii) Discount rate is based on the prevailing market yields of Indian Government Securities as at the Balance Sheet date for the estimated term of the obligations
(iii) The salary escalation rate is arrived after taking into consideration the seniority, the promotion and other relevant factors, such as, demand and supply in employment market.

38, FINANCIAL INSTRUMENTS - ACCOUNTING CLASSIFICATIONS AND FAIR VALUE MEASUREMENTS.

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 methods and assumptions were used to estimate the fair values:

Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to the short-term maturities of these instruments.
2 Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for the expected lossess of these receivables.

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1 : quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2 : other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
Leval 3 : techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

Particulars	Carrying amount		Fair Value
	As at 01.04.2020	Level 1	Level 2	Level 3
Financial Assets at Amortised Cost:
Trade Receivables	430.40
Loans and Other Receivables (Current)	0.01			0.01
Cash and Bank Balances	301.20
Bank Deposits	88.34
TOTAL	819.95			0.01
Financial Assets at fair value through Profit and Loss:
Derivative instruments
Investments
TOTAL
Financial Liabilities at Amortised Cost:
Trade and Other Pavables	1,060.97
Other Financial Liabilities (Current)	23.48			23.48
TOTAL	1,084.45			23.48

NOTES TO THE FINANCIAL STATEMENTS

PRANAVADITYA SPINNING MILLS LIMITED

				Rs.in lakhs
Particulars	Carrying amount		Fair Value
	As at 31.03.2021	Level 1	Level 2	Level 3
Financial Assets at Amortised Cost:
Trade Receivables
Loans and Other Receivables (Current)	0.01			0.01
Cash and Bank Balances	32.41
Bank Deposits
TOTAL	88.34
Financial Assets at fair value through Profit and Loss:	120.76			0.01
linvestments
TOTAL:
Financial Liabilities at Amortised Cost:
Trade and Other Payables	572.43
Other Financial Liabilities (Current)	30.25			30.25
TOTAL	602.68			30.25

During the reporting period ending 31 March, 2021 and 31 March, 2020, there were no transfers between Level 1 and Level 2 fair value measurements.

Description of significant unobservable inputs to valuation:

a the following lable shows the valuation techniques and inputs used for financial instruments.
Particulars

	As at 31.03.2021	Asati 31.03.2020
Other Financial Liabilities (Non-Current)	Discounted Cash Flow method using risk adjusted discount rate

39. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

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 set by the Managing Board

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attri currency receivables, payables, loans and borrowings.

The Company manages market risk through a treasury department, which evaluates and exercises independent control over the entire process of market risk management. The treasury department recommends risk management objectives and policies, which are approved by Senior Management and the Audit Committee. The activities of this department includes management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the Company's position with regards to interest income and interest expense and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

The Company is not exposed to significant interest rate risk as at the respective reporting dates.

Foreign Currency Risk

The Company operates internationally and portion of the business is transacted in serveral currencies and consequently the Company is exposed to foreign exchange risk through its sales and services in overseas and purchases from overseas suppliers in various foreign currencies.

Foreign currency exchange rate exposure is partly balanced by purchasing of goods, commodities and services in the respective currencies. 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 to foreign currency risk.

	Foreign Currency in lakhs
Particulars	USD	Total
Foreign Currency exposure as at 31 March, 2020
Trade Receivables	3.25	3.25
Other Current Financial Liabilities	0.06	0.06
Foreign Currency exposure as at 31 March, 2021
Trade Receivables
Other Current Financial Liabilities

Foreign Currency Sensitivity

5 % increase or decrease in foreign exchange rates will have the following impact on profit before tax:

Particulars	2020-21		2019-20
	5% Increase	5% Decrease	5% Increase	5% Decrease
USD			250.3
Increase / (Decrease) in Profit or Loss			250.31	(250.31)

akhs

430.40

NOTES TO THE FINANCIAL STATEMENTS

Credit Risk

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. To assess whether there is a significant increase in credit risk the company compares the risk of a default
occurring on the asset as at the reporting date with the risk of d information such as:

Actual or expected significant adverse changes in business,
Actual or expected significant changes in the operating results of the counterparty,
Financial or economic conditions that are expected to cause a significant change to the counterparty's ability to meet its obligations,
Significant increases in credit risk on other financial instruments of the same counterparty,
Significant changes in the value of the collateral supporting the obligation or in the quality of third party guarantees or credit enhancements.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. The Company categorises a loan or receivable for write off when a debtor fails to make contractual payments greater than 2 years past due. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, they are recognised in Statement of Profit and Loss.

The Company measures the expected credit loss of trade receivables and loan from individual customer based on historical trend, industrial practices and the business environment in which the entity operates. Loss rates are collection of receivable is not material, hence no additional provision considered.

Exposure to Credit Risk

		Rs. in lakhs
the property of the property of the property of the property of the property of Particulars	As at 31.03.2021	As at 31.03.2020
Financial Assets for which loss allowance is measured using 12 months Expected Credit Losses COLETA
Cash and Bank Balances	32.41	301 20
Bank Deposits	88.34	88.34
Current Loans and Advances	0.01	0.01

		Rs. in lakhs
Particulars	As at 31.03.2021	As at 31.03.2020
Financial Assets for which loss allowance is measured using Life time Expected Credit Losses (ECL) Trade Receivables	$-222222222222222222222222222222222222$	430.40

Balance with banks is subject to low credit risks due to good credit ratings assigned to these banks.

The ageing analysis of the receivables (gross of provision) has been considered from the date the invoice falls due. Particulars	Rs. in lakhs
As at 31.03.2021	the company's company's
Not Due
Up to 3 months
TOTAL
As at 31.03.2020
Not Due	328.51
Un to 3 months	101.89

During the year the Company has recognised loss allowance of Rs. Nil Under 12 months Expected Credit Loss model. No significant changes in estimation techniques or assumptions were made during the reporting period.

Liquidity Risk

TOTAL

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 treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company's net liquidity position through rolling forecasts on the basis of expected cash flows.

Maturity Profile of Financial Liabilities

The table below provides details regarding the remaining contractual maturities of financial liabilties at the reporting date based on contractual undiscounted payments.

As at 31,03,2021			Ks. in lakhs
Particulars	Less than I year	1 to 5 years	Total
Trade Payables	572.43		572.43
Cithar Financial Linhibities	30.25		30.25

Particulars		Less than 1 year	1 to 5 years	Total
Trade Payables Other Financial Liabilities	o	1,060.98 23.48		,060.98 23.48
	à.

NOTES TO THE FINANCIAL STATEMENTS

Capital Management

For the purposes of the Company's capital management, capital includes issued capital and all other equity reserves. The primary objective of the Company's Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using Gearing Ratio, which is total debt divided by total capital plus debt:

Particulars CONTRACTOR	Rs. in lakhs
	As at 31.03.2021 As at 31.03.2020
Total Debt
Equity	2 3 9 8 2 8	2.959.
Capital and Debt	2,398,28	2,959.11
GEARING RATIO	$-0\%$	0%

40. DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED UNDER SECTION 186(4) OF THE COMPANIES ACT, 2013.

There are no loans given, investment made and guarantee given, covered under section 186(4) of the Companies Act, 2013.

The World Health Organization announced a global health emergency due to a new strain of coronavirus ("COVID-19") and classified this outbreak as a pandemic in March 2020 following which Government of India announced a countrywide lockdown from March 24, 2020. The manufacturing operations was temporarily shut down from 23rd March 2020 and after a period of - 45 days, restarted partially from 6th May 2020 with limited workforce and on single shift basis. Due to COVID-19 pandemic, restriction on mobility and social distancing norms, labour attendance was poor, as a consequence of which manufacturing operations suffered. Further, from August, 2020 due to separation of all workers under VRS/Separation Scheme announced by the Company, the production at Company's factory was stopped. Since the separation of workers, as aforementioned, overlapped with the pandemic period, and the consequent production stoppage, it is difficult to assess the business and financial impact due to Covid-19.

K. Muralidharan

Chief Financial Officer

As per our Report of even date

For Suresh Kumar Mittal & Co., Chartered Accountants Firm Regd. No.: 500063N

Partner Membership No.: 521915 Delhi, April 23, 2021

$S. K/Ab$

For and on behalf of Board of Directors

A.G.Halasangi Chief Executive Officer

DIN - 00086106

IR much Ju Anil Kumar Jain

Director

Amruta Avasare Company Secretary Mumbai, April 23, 2021

	PRANAVADITYA SPINNING MILLS LIMITED CIN No.: L17119PN1990PLC058139
	Regd. Off. - Office No.2, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Dist. Kolhapur - 416 109. e-mail - [email protected]; website - www.pranavaditya.com STATEMENT OF UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE, 2021
PART - I					(Rs. in Lakhs except EPS)
Sr.	Particulars		Quarter Ended		Year Ended
No.		30-Jun-21	31-Mar-21	30-Jun-20	31-Mar-21
		Unaudited	Audited	Unaudited	Audited
1	Income Revenue from Operations	-	-	197.07	520.08
	Other Operating Income	32.84	31.43	6.66	80.15
	Total Income	32.84	31.43	203.73	600.23
2	Expenditure
	Cost of Materials Consumed	-	-	130.18	157.80
	Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade	-	-	50.92	398.93
	Employee Benefits Expense	29.26	46.48	103.13	224.33
	Finance Costs	0.65	2.73	4.45	7.72
	Depreciation and Amortisation	21.38	29.59	30.13	120.27
	Power and Fuel	3.29	3.07	32.96	79.70
	Other Expenses	11.35	14.54	18.21	73.46
	Total Expenses	65.93	96.41	369.98	1062.21
3	Profit/ (loss) before Exceptional items and Tax (1-2)	(33.09)	(64.98)	(166.25)	(461.98)
4	Exceptional items (Refer Note No. 4)	-	-	-	(365.04)
5	Profit/ (loss) before Tax (3+4)	(33.09)	(64.98)	(166.25)	(827.02)
6	Tax Expense
	Current Tax	-	-	-	-
	Deferred Tax Total Tax Expense	(3.46) (3.46)	(18.01) (18.01)	(46.25) (46.25)	(236.16) (236.16)
7	Net Profit / (Loss) for the Period (3-4)	(29.63)	(46.97)	(120.00)	(590.86)
8	Other Comprehensive Income (after tax)
	Items that will not be reclassified to Profit or Loss	0.70	30.53	(0.50)	30.03
9	Total Comprehensive Income (5+6)	(28.93)	(16.44)	(120.50)	(560.83)
10	Paid up Equity Share Capital (Face Value of Rs 10/- each)	1924.13	1924.13	1924.13	1924.13
11	Other Equity				474.16
12	Earnings Per Share of Rs. 10/- each (not annualised for the
	quarters):-
	a) Basic	(0.15)	(0.24)	(0.62)	(3.07)
	b) Diluted	(0.15)	(0.24)	(0.62)	(3.07)

Notes:

1 The above results were reviewed by the Audit Committee and approved by the Board of Directors of the Company at their meeting held on July 23, 2021. The Statutory Auditors have carried out a limited review of the above financial results.

2 Figures for Quarter ended June 30, 2021 are not comparable with Quarter ended June 30, 2020 due to (a) temporary shutdown of plant operations in April and May 2020 with lockdown declared by the Government pursuant to outbreak of Covid 19 pandemic; and (b) production stoppage, due to separation of workers by exercising option for VRS/SS announced by the Company in July 2020.
3 Pursuant to the scheme of amalgamation of the Company with Indo Count Industries Limited, Holding Company approved by the Board and No-objection received from BSE Limited and SEBI for the scheme, the Company has filed the application for amalgamation with Hon'ble NCLT during the quarter ended 30th June 2021. The appointed date for the amalgamation is 1st October, 2020 and the scheme will be effective upon filing of order of National Company Law Tribunal (NCLT) approving the scheme with Registrar of Companies.
4 Exceptional item represents the expenditure incurred on account of VRS/Separation Scheme approved by the Board on July 15, 2020.
5 The figures for the corresponding previous period have been regrouped/reclassified wherever necessary, to make them comparable.
6 The Company mainly operates only in one segment namely "Textiles" and hence segment details are not required to be published.
7 In line with the requirements of Regulation 47(2) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the results are available on the website of BSE Limited at www.bseindia.com and on the Company's website at www.pranavaditya.com.

For and on behalf of the Board of Directors

S. K. Agrawal

SURESH KUMAR MITTAL & CO.

CHARTERED ACCOUNTANTS

60, 1st Floor, Pocket H-3, Sector-18, Rohini, DELHI - 110085 Phone: 9871411946 E-mail: [email protected]

To The Board of Directors of Pranavaditya Spinning Mills Limited

1. We have reviewed the accompanying statement of unaudited standalone financial results of Pranavaditya Spinning Mills Limited for the quarter ended 30^th June 2021attached herewith, being submitted by the company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ('the Regulation').
1. The preparation of the statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, is the responsibility of the Company's Management and has been approved by the Board of Directors of the company. Our responsibility is to issue a report on these financial statements based on our review.
1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.
1. The Statement includes the results for the quarter ended March 31, 2021 being the balancing figure between the audited figures in respect of the full financial year ended March 31,2021 and the published unaudited year-to-date figures up to the third quarter of that financial year, which were subjected to a limited review by us, as required under the listing Regulations.

For Suresh Kumar Mittal & Co Chartered Accountants Firm Registration No. 500063N

Ankur Bagla) PARTNER Membership Number: 521915

Place: New Delhi Date:23th July, 2021 UDIN: 21521915 AAAAD5465X

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF INDO COUNT INDUSTRIES LIMITED ("COMPANY" OR "ICIL") AT THE MEETING HELD ON OCTOBER 21, 2020 AT 12:30 P.M. (IST) THROUGH VIDEO CONFERENCING (VC) PURSUANT TO THE PROVISIONS OF SECTION 232(2)(C) OF THE COMPANIES ACT, 2013 IN THE SCHEME OF AMALGAMATION OF PRANAVADITYA SPINNING MILLS LIMITED WITH THE COMPANY

A. Background

1. A meeting of the Board of Directors ("Board") of Indo Count Industries Limited ("ICIL" or "Transferee Company" or "the Company") was held on October 21, 2020, wherein all the Directors were present and the Board considered and approved, the proposed Scheme of Amalgamation (by way of merger by absorption) of Pranavaditya Spinning Mills Limited ("Transferor Company" or "PSML") with the Company and their respective shareholders under Sections 230 to 232 read with other applicable provisions of the Companies Act, 2013 and rules framed thereunder ("the Scheme").
1. As per Section 232(2)(c) of the Companies Act, 2013, a report adopted by the directors explaining effect of compromise on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders laying out in particular the share exchange ratio, is required to be circulated to the shareholders along with the notice convening the meeting. Accordingly, this report of the Board is made under Section 232(2)(c) of the Companies Act, 2013.
1. The scheme contemplates the amalgamation of Pranavaditya Spinning Mills Limited, subsidiary with the Company. The Company holds 74.53% of paid up capital of PSML. The Appointed Date for the said amalgamation is 1st October 2020 or such other date as may be approved by Hon'ble NCLT.
1. While discussing on the Scheme, the Board had inter alia considered and took on record following documents:
. Draft Scheme of amalgamation of PSML with the Company, as recommended by the Audit Committee of the Company;
. Valuation report dated October 21, 2020 issued by Amit Kumar Singh, Registered Valuer (IBBI Reg. No. IBBI/RV/06/2019/12357) and AZR & Associates, Independent Chartered Accountants (FRN: 027550N), recommending the share exchange ratio of 2:15 i.e. 2 (Two) fully paid up equity shares of face value Re. 2/- each of the Company for every 15 (Fifteen) fully paid up equity shares of Rs. 10/- each held in the Transferor Company;
· Fairness Opinion, on the share exchange ratio, dated October 21, 2020 issued by Ernst & Young Merchant Banking Services LLP - SEBI registered Category I Merchant Banker:
. Report of the Audit Committee dated October 21, 2020 recommending the Scheme to the Board for approval;

Indo Count Industries I -Co

Head Office: 301, Arcadia, 3rd Floor, Nanman Point, Mumbai - 400 021, Maharashtra, India: 1: 022 4341 9500, F: 022 2282 3098 Marketing Office: Does united to the Start Prop. (Warning Prop. Marketing Citics, Nampadia, Chodbunder Road, Thans (w) - 400 607, Maharashtra, India; T: 022 4151 1800, F: 022 472 0121
Home Textile Division: T3, Kagal - Hat

Complete Comfort

Auditor's certificate dated October 21, 2020 issued by M/s. Suresh Kumar Mittal & Co., Statutory Auditors to the Company confirming that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013;

B. EFFECT OF THE SCHEME OF AMALGAMATION ON EACH CLASS OF SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS

1. Effect on Shareholders:

a) Non-Promoter Shareholders: Upon the scheme becoming effective, the Company will issue equity shares to the shareholders of PSML as on Record Date in the following share exchange ratio:

"2 (Two) fully paid up equity shares of face value Re. 2/- each to the equity shareholders of PSML as on Record Date, for every 15 (Fifteen) fully paid up equity shares of Rs. 10/- each held by them in PSML"

The equity shares of the Company which will be issued & allotted to the Shareholders of PSML shall be listed on BSE Limited and the National Stock Exchange of India Limited and shall rank pari passu in all respects with the existing equity shares of the Company.

Due to aforesaid allotment, the Total Public Shareholding of the Company will increase by - 0.19%. This will in turn increase the trading stock of the equity shares of the Company.

b) Promoter Shareholders:

Due to allotment of equity shares by the Company in the aforesaid share exchange ratio, the overall shareholding percentage of promoter/ Promoter Group of the Company will get diluted by ~ 0.19%.

2. Effect on Directors or KMPs

There is no effect of the scheme on the KMPs (Directors, Chief Financial Officer and Company Secretary) of the Company. All KMPs shall continue to hold their respective positions in the Company. Further, as PSML will get dissolved, any KMP holding directorship/ KMP positions in PSML shall cease to hold those respective positions. Any KMPs holding equity shares in PSML, as on record date, will receive the shares of ICIL as per the aforementioned share exchange ratio.

3. Valuation Report

No issues or difficulties regarding the valuation mentioned in the Valuation Report were reported.

Indo Count Industries L -co

Head Officu: 301, Arcadia, 3rd Floor, Nariman Point, Mumbai - 400 021, Maharashtra, India: T: 022 4341 9500, F: 022 2282 3098 Marketing Office: Deal limperia, 2nd floor, Maringatia, Ghodbunder Road, Thane (w) - 400 607, Maharashira, Indis; T-022 4151 1800, F-022 172 0121
Home Textle Division: T3, Kagal - Halkamangale Five Star, MIDC trd. Area, Ko

C. View on the Scheme

While deliberating the Scheme, the Board has considered its impact on each of the shareholders, promoters, non-promoter shareholders, Key Managerial personnel, creditors and employees. The Scheme is in the best interest of the shareholders, promoters, non-promoter shareholders, Key Managerial personnel, creditors and employees of the Company and there shall be no prejudice caused to them in any manner by the Scheme.

By order of the Board For Indo Count Industries Limited

$10^o$

Amruta Avasare Company Secretary ACS 18844

Place: Mumbai Date: 21* October, 2020

1051

Indo Count Industries Ltd

Head Office: 301, Arcadia, 3rd Floor, Nariman Point, Mumbai -400 021, Maharashtra, India: T. 022 4341 9500, F. 022 2282 3098
Marketing Office: Dosti Imperia, 2nd floor, Manpada, Ghodbunder Road, Thane (w) - 400 807, Mahara

CORPORATE OFFICE: 301, 'ARCADIA',
3RD FLOOR, NCPA MARG, NARIMAN POINT MUMBAI - 400 021 TEL.: (91-22) 4341 9500
FAX: (91-22) 2282 3098 www.pranavaditva.com

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF PRANAVADITYA SPINNING MILLS LIMITED ("COMPANY" OR "PSML") AT THE MEETING HELD ON OCTOBER 21, 2020 THROUGH VIDEO CONFERENCING (VC) PURSUANT TO THE PROVISIONS OF SECTION 232(2)(C) OF THE COMPANIES ACT, 2013 IN THE SCHEME OF AMALGAMATION OF THE COMPANY WITH INDO COUNT INDUSTRIES LIMITED

A. Background

1. A meeting of the Board of Directors ("Board") of Pranavaditya Spinning Mills Limited ("Transferor Company" or "PSML" or "Company") was held on October 21, 2020, wherein all the Directors were present and the Board considered and approved, the proposed Scheme of Amalgamation (by way of merger by absorption) of Company with Indo Count Industries Limited ("ICIL" or "Transferee Company") and their respective shareholders under Sections 230 to 232 read with other applicable provisions of the Companies Act, 2013 and rules framed thereunder ("the Scheme").
1. As per Section 232(2)(c) of the Companies Act, 2013, a report adopted by the directors explaining effect of compromise on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders laying out in particular the share exchange ratio, is required to be circulated to the shareholders along with the notice convening the meeting. Accordingly, this report of the Board is made under Section 232(2)(c) of the Companies Act, 2013.
1. The scheme contemplates the amalgamation of the Company with Indo Count Industries Limited, Holding Company. PSML is a subsidiary of ICIL wherein ICIL holds 74.53% of paid up capital of PSML. The Appointed Date for the said amalgamation is 1^x October 2020 or such other date as may be approved by Hon'ble NCLT.
1. While discussing on the Scheme, the Board had inter alia considered and took on record following documents:
Draft Scheme of amalgamation of the Company with ICIL, as recommended by the Audit Committee of the Company;
· Valuation report dated October 21, 2020 issued by Amit Kumar Singh, Registered Valuer (IBBI Reg. No. IBBI/RV/06/2019/12357) and AZR & Associates, Independent Chartered Accountants (FRN: 027550N), recommending the share exchange ratio of 2:15 i.e. 2 (Two) fully paid up equity shares of face value Re. 2/- each of the Company for every 15 (Fifteen) fully paid up equity shares of Rs. 10/- each held in the Transferor Company;
. Fairness Opinion, on the share exchange ratio, dated October 21, 2020 issued by Saffron Capital Advisors Private Limited - SEBI registered Category I Merchant Banker;
. Report of the Audit Committee dated October 21, 2020 recommending the Scheme to the Board for approval;

CIN : L17119PN1990PLC058139

CORPORATE OFFICE: 301, 'ARCADIA',
3RD FLOOR, NCPA MARG, NARIMAN POINT, MUMBAI - 400 021 TEL.: (91-22) 4341 9500
FAX: (91-22) 2282 3098 www.oranayaditya.com

B. EFFECT OF THE SCHEME OF AMALGAMATION ON EACH CLASS OF SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS

1. Effect on Shareholders:

a) Non-Promoter Shareholders: Upon the scheme becoming effective, the shareholders of PSML as on Record Date will be issued equity shares of ICIL in the following share exchange ratio:

The equity shares of ICIL which will be issued & allotted to the Shareholders of PSML shall be listed on BSE Limited and the National Stock Exchange of India Limited.

b) Promoter Shareholders:

ICIL (Promoter) holds 1,43,41,280 equity shares of face value Rs. 10/- each of PSML representing 74.53% of paid up share capital of PSML. The said shares held by ICIL in PSML will stand cancelled pursuant to this scheme on account of amalgamation without any further application, act and deed.

2. Effect on Directors or KMPs

All KMPs (Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary) shall cease to hold their respective positions in the Company. Any KMPs holding equity shares in PSML, as on record date, will receive the shares of ICIL as per the aforementioned share exchange ratio.

3. Effect on Employees

Upon the amalgamation becoming effective, in terms of the Scheme, all employees of the Company, as on the Effective Date (as defined in the Scheme), shall be deemed to have become employees of the Transferee Company, without any interruption of service and on the basis of continuity of service and on the same terms and conditions as those applicable to them with reference to the Company, on the Effective Date.

4. Valuation Report

No issues or difficulties regarding the valuation mentioned in the Valuation Report were reported.

CIN: L17119PN1990PLC058139

REGD, OFFICE & MILLS : Office No. 2, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Dist. Kolhapur - 416 109. Tel.: (0230) 2463100/2461929 · E-mail : [email protected], [email protected]

CORPORATE OFFICE: 301, 'ARCADIA',
301, 'ARCADIA', SRD FLOOR, NCPA MARG, NARIMAN POINT. MUMBAI - 400 021. TEL. : (91-22) 4341 9500
FAX : (91-22) 2282 3098 www.pranavaditya.com

C. View on the Scheme

By order of the Board For Pranavaditya Spinning Mills Limited $(A)$

Amruta Avasare Company Secretary ACS 18844

Place: Mumbai Date: 21st October, 2020

CIN: L17119PN1990PLC058139

SURESH KUMAR MITTAL & CO.

CHARTERED ACCOUNTANTS

lSI Floor, PockelH-3, Seclor·18, ROO!niD, ELHI· 110085 Phone; 9871411946 E'mall ; 8ureshkmillalcoOgmail,com

Auditor's Certificate certifying accounting treatment contained in Draft Scheme (as defined hereinafter) as prescribed in Annexure I, in respect of Scheme of Amalgamation of Pranavaditya Spinning Mills Limited (the Transferor Company) Indo Count Industries Limited (the Transferee Company) and their respective shareholders

To,

The Board of Directors, Indo Count Industries Limited Office No.1, Plot No. 266, Village Aile Kumbhoj Road, Taluka Hatkanangale, Kolhapur - 416109 Maharashtra, India

We, the statutory auditors of Indo Count Induslnes Limited ("the Company") have been engaged 10 examine the proposed accounting treatment specified In Clause 7 of the Draft Scheme of Amalgamation between Pranavaditya Spinning Mills Limited (the Transferor Company) with Indo Count Industries Limited (the Transferee Company) and their respective shareholders In terms of the provisions of SectIons 230 10 232 read with SecIlon 52 and other apphcable provisions of the Companies Act, 2013 with reference 10 its comphance with the applicable Accounting Standards notified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rule 2014 and Other Generally Accepted Accounllng Principles.

Management's Responsibility

The responsibility for the preparation of the Draft Scheme and Its compliance with the relevant laws and regulations, including the applicable Accounting Standards as aforesaid, is that of the Board of Directors of the Company. Our responsibility is only to examine and report whether the proposed accounting treatment specified in Clause 7 of the Draft Scheme of Amalgamation complies with the applicable Accounting Standards and Other Generally Accepted Accounting Principles. Nothing contained in this Certificate, nor anything said or done in the course of, or In connection with the services that are subject to this Certificate. will extend any duty of care that we may have In our capacity of the statutory auditors of any financial statements of the Company.

Auditor's Rosponsiblllty

1. Our responSibility, for this certJflCate, is limited to certifying whether the proposed accounting treatment in the books of Company as contalOed in the draft SCheme of Amalgamation is in compliance with all the Accounting Standards and did not include the evaluation of adherence by the Company with alilhe applicable guidelines.
1. We conducted our examination of the Stateme~t In accordance with the Guidance Note on reports or Certificates for Special Purposes Issued by the Insbtute of Chanered Accountants of India. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics Issued by the Institute of Chartered Accountants of India.

CHARTERED ACCX>UNTANTS

tst Floor. Pockol H·3. SccI()(·18. AOOlni. DELHI· 110085 Phone: 9871411946 E·mail; sureshkmil1alCOOgmad.com

Opinion

1. Based on our examination and according to the information and explanations given to us, we confirm that the accounting treatment contained in the Clause 7 of the aforesaid Draft Scheme of Amalgamation is In compliance with the app5cable Accounting Standards notified by the Central Govemment under the Companies Act. 2013. read with Rule 7 of the Companies (Accounts) Rule 2014 and Other Generally Accepted Accounting Principles.
1. For ease of references, Clause 7 of the Draft Scheme of Amalgamation ISreproduced below: I

7. ACCOUNTING TREATMENT

7.1 The Amalgamation of the Transferor Company with the Transferee Company shall be accounted for in the books of account of the Transferee Company In accordance with 'Poollng of Interest Method' of accounting as per Indian Accounting Standard (Ind AS) 103 (Business Combination) prescribed under Section 133 of the Companies Act. 2013, which Is applicable to the Company since this Is a common control business combination as follows:
7.2 All the assets, liabillhes and reserves in the books of the Transferor Company shall stand transferred to and vested in the Transferee Company pursuant to the scheme and shall be recorded by the Transferee Company at theIr carrying amounts as appearing in the books of Transferor Company, on the Appointed Date.
7.3 The Transferee Company shall credit to its share captlal account. the aggregate face value of the new shares issued by it pursuant to clJuse 6 of this Scheme.
7.4 The carrying amount of investments III the equity shares of the Transferor Company to the extent held by Transferee Company, shall stand cancelled and there shall be no further obligation in that behalf.
7.5 Upon the scheme coming into effect. the surplus Ideficit. If any of the net value of assets, liabilities and reserves of the Transferor Company acquired and recorded by the Transferee Company in terms of clause 7.2 over the sum of (a) the lace value of the new shares on Amalgamation issued and allotted pursuant to clause 6: and (b) the value of investments cancelled pursuant to Clause 7.4. shaHbe adjusted In "caPItal Reserve Account" in the financial statements of the Transferee Company.
7.6 Any inter-<:empany balanoe(s) and Inter-mpanyIIlvestments, debts, borrOwings (secured or unsecured). If any between the Transferor Company and the Transferee Company shall stand canoelied and corresponding effect shall >B given in the books of account and the records of Transferee Company for the reduction of any assets or liabilities, as the case may be. There would be no accrual of Interest or other charges and there shall be no obligation/outstanding in that behalf in respect of any such intercompany loans. debt, securities or balances with effect from the Appointed Date.

CHARTERED ACCOUNTANTS

60, 1st Floor, Pocket H-3, Sector-18, Rohini, DELHI - 110085 Phone: 9871411946 E-mail: [email protected]

the Transferee Company, the impact of the same in the merger by absorption will be quantified and adjusted in the Capital Reserves of the Transferee Company to ensure that the financial statements of the Transferee Company, reflect the true financial position on the basis of consistent accounting policies.

7.8 Upon the Scheme coming into effect, the accounts of the Transferee Company, as on the Appointed Date shall be reconstructed with the terms of this Scheme.
7.9 The balance of the retained earnings appearing in the financial statements of the Transferor Company shall be aggregated with the corresponding balance appearing in the financial statements of the Transferee Company.
7.10 The identity of the reserves shall be preserved and shall appear in the financial statements of the Transferee Company in the same form in which they appeared in the financial statements of the Transferor Company.

Restriction on Use

This Certificate is issued at the request of the Management of the Company pursuant to the requirements of Companies Act, 2013 for pnward submission to the National Company Law Tribunal, Mumbai. This Certificate should not be used for any other purpose without our prior written consent. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing.

For Suresh Kumar Mittal & Co. Chartered Accountants Firm Reg. No. 500063N

Membership Number: 521915

nkur Bagla)

Partner

Place: Delhi Date: 21st October, 2020 Certificate No.: SKM/DL/2020-21/032 UDIN: 20521915AAAAEX5408

AI assistant

Indo Count Industries Ltd — Proxy Solicitation & Information Statement 2021

61460_rns_2021-10-12_95bc35bc-eae3-438e-b779-aab65bbcabf8.pdf

Dear Sir/Madam

Indo Count Industries Ltd

Complete Comfort

Indo Count Industries Ltd

MEETING OF THE EQUITY SHAREHOLDERS OF INDO COUNT INDUSTRIES LIMITED

NOTICE TO EQUITY SHAREHOLDERS

DETAILS OF THE MEETING:

REMOTE E-VOTING AND E-VOTING AT THE MEETING:

INDEX OF DOCUMENTS ENCLOSED:

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AT MUMBAI BENCH CA(CAA) /143/ MB/ 2021

(Under Sections 230-232 of the Companies Act, 2013)

AND

AND

AND

NOTICE OF THE TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF INDO COUNT INDUSTRIES LIMITED

To

The Equity Shareholders of Indo Count Industries Limited,

The Equity shareholders are requested to consider and if thought fit, to pass, by requisite majority, the following Resolution:

Dated this October 5, 2021 For Indo Count Industries Limited

NOTES

12. INSTRUCTIONS FOR E-VOTING

General Instructions:

PROCESS AND MANNER FOR MEMBERS OPTING TO VOTE THROUGH REMOTE E-VOTING:

Details on Step 1 are mentioned below:

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

(ii) If your email ID is not registered, please follow steps mentioned in process for those shareholders whose email ids are not registered.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolution set out in this notice:

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE MEETING ARE AS UNDER:-

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AT MUMBAI BENCH CA(CAA) /143/ MB/ 2021

(Under Sections 230-232 of the Companies Act, 2013)

AND

AND

AND

4. Appointed Date, Effective Date, Record Date and Share Exchange Ratio and Other Considerations:

DETAILS OF Pranavaditya Spinning Mills Limited / FIRST APPLICANT COMPANY / Transferor Company AS PER RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATION) RULES, 2016 ("RULES")

11. Details of First Applicant Company:

12. Summary of the main objects as per the memorandum of association of the First Applicant Company:

13. Main business carried on by the First Applicant Company:

14. Details of the capital structure of the First Applicant Company including authorized, issued, subscribed and paid-up share capital:

15. Names and addresses of the promoters of the First Applicant Company as on August 31, 2021 along with their addresses:

16. Names of the directors of the First Applicant Company as on August 31, 2021 along with their addresses:

20. Disclosure about the effect of the Scheme on the material interests of directors and key managerial personnel of the First Applicant Company:

DETAILS OF INDO COUNT INDUSTRIES LIMITED / SECOND APPLICANT COMPANY / TRANSFEREE COMPANY AS PER RULE 6(3) OF THE RULES

25. Details of Second Applicant Company:

26. Summary of the main objects as per the memorandum of association of Second Applicant Company:

27. Main business carried on by Second Applicant Company:

28. Details of the capital structure of Second Applicant Company including authorized, issued, subscribed and paidup share capital:

29. Names of the promoters & promoter group of Second Applicant Company as on August 31, 2021 along with their add

30. Names of the directors of Second Applicant Company as on August 31, 2021 along with their addresses:

31. The date of the board meeting at which the Scheme was approved by the Board of Second Applicant Company including the names of the directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

32. Aggregate amount due to secured creditors & unsecured creditors:

33. Disclosure about effect of the Scheme on material interests of directors, key managerial personnel, debenture trustee and other stakeholders of Second Applicant Company:

34. Disclosure about the effect of the Scheme on the material interests of directors and key managerial personnel of Second Applicant Company:

Appointed Date, Effective Date, Record Date and Share Exchange Ratio and Other Considerations:

41. Salient Features of the Scheme:

DEFINITIONS

Part A of the Scheme

CONSIDERATION FOR AMALGAMATION (Part B clause 6.2)

CANCELLATION OF EQUITY SHARES (Part B clause 6.7)

AMENDMENT TO MEMORANDUM OF ASSOCIATION OF THE SECOND APPLICANT COMPANY

Part B Clause 8.4

LISTING OF NEW SHARES

Part B Clause 6.8

ACCOUNTING TREATMENT

Part B Clause 7

CONDITIONALITY OF THIS SCHEME

Part C Clause 15

Comments via observation letters dated March 25, 2021 & March 26, 2021 issued by Stock Exchanges:

Clause 24

42. Summary of the Valuation Reports including basis of valuation and the Fairness Opinion:

44. Details of approvals, sanctions or no-objection(s), if any, from regulatory or any other governmental authorities required, received or pending for the proposed Scheme:

Dated this October 5, 2021 For Indo Count Industries Limited

SCHEME OF AMALGAMATION (By way of Merger by Absorption)

PREM1BLE

Indo Count Industries Ltd Proxy Solicitation & Information Statement 2021

^t I. DIVIDENDS