Annual Report 2018 - Bombay Stock Exchange · Your company has one subsidiary company “Choice Realty Private Limited”, during the year, the Board of Director`s reviewed the aﬀairs

ANNUAL REPORT

2017-2018

AQUA PUMPS INFRA VENTURES LTD.(Formerly known as Choice Infra Ventures Limited)

Company Information1 Message From

Managing Director2 Director’ S

Report3

Annexure To Director’s Report 9

Management Discussion And Analysis Report

18 Report On Corporate Governance22

Standalone Auditors Report33 Standalone

Financial Statement

39 Consolidated Auditors Report76

Consolidated Financial Statement

81 Notice For Agm120 Annexure

To Notice126

ProxyForm127 Attendance

Slip128 Route Map129

CONTENT

BOARD OF DIRECTORS

Mr. Govind Ram Patodia Managing Director & CEO

Mrs. Bindi Vinay Vora Whole Time Director & CFO

Mr. Hasmukh Gulabchand Mehta Non-Executive and Independent Director

Mr. Sundarlal Sanwarmal Bagaria Non-Executive and Independent Director

Mr. Mushtaq Shaikh Non-Executive Director

REGISTERED OFFICE COMPANY SECRETARY & COMPLIANCE

OFFICER

A-8, Narayan Plaza, 26/A, Chandivali road, CS Sweta Bajaj

Off Sakivihar road, Andheri East, Mumbai- 400072

Tel: 022 – 6707 9999; Fax: 022 – 6707 9898

Email: [email protected]

Website: www.aquapivl.com

REGISTRAR & SHARE TRANSFER AGENT STATUTORY AUDITORS

Skyline Financial Services Pvt. Ltd. M/s. Agarwal Desai & Shah

D-153A, 1st Floor, Okhla Industrial Area, Chartered Accountants

Phase-I, New Delhi- 110020 Ground Floor,

Ph. 011 41044923 Bandra Arcade Building,

E-mail: [email protected] Opp. Railway Station,

Bandra (W), Mumbai- 400 050

BANKERS TO THE COMPANY SECRETARIAL AUDITORS

HDFC Bank Ltd. M/s. Nidhi Bajaj & Associates

AXIS Bank Ltd. Company Secretaries

A/ 401, Kailash Mansarovar,

Amritvani Road,

Bhayander (West),

Thane – 401 101

26th Annual Report 2017-18 | 01

COMPANY INFORMATION

Dear Shareowners,

I am extremely proud to communicate with you once again to update you on performance of Aqua Pumps Infra Ventures

Limited. Now we are at our 26th year and now it is time to look ahead and gear up for further years and onwards on a path that

will be more exciting, enriching, challenging and fulfilling. We started the journey with a principled intention, pursued our

goals sincerely and built an organisation on strong foundations of values, ethics and principles. We are sure that next years for

the company would be full of opportunities and promises.

Company vision itself to be the leading knowledge and ideas powerhouse for innovation and to deliver the best throughout

the sector using the emerging technologies and to bring the enhanced management to enable policy reform for exclusive

growth and sustainable living.

This year again we took important steps towards future growth. We unveiled ground breaking new technologies, expanded

our global presence , sales and service capabilities in high-growth markets, and to increase value for our customers and

enhance growth momentum as part of our new strategy.Capacity expansion, capabilities’ consolidation and gaining execution

experience are being pursued in various business verticals to enhance share of Industry Segment in turnover-mix.

The advancement in Infrastructure & engineering determines the economic growth of a nation. Our projects provide distinct

solution to the infrastructural requirement of Urban and Rural India. We offer assistance by providing project management

consultancy, conduct intense research and prepare DPR in a range of development areas like buildings, roads, & highway, rail

networks, water supply systems, electrical grids and pipelines.

Your Company is multi-expertise consulting Firm. Your Company has built integrated solutions for today and tomorrow by

providing a range of innovative & sustainable resolutions which can suffice the requirement of Nations on the basis of their

geographical and topographical necessity.Company is preferred partner for mega projects involving direct government &

ministries, unilateral & multilateral companies, further company is an active members of some of the biggest projects in the

fields of economic and urban development across the planet. Company also excel in rehabilitation & resettlement plans,

raising state level municipal development funds, designing e-governance strategy, housing & social development projects,

bind issues helping raise funds & social development.

Company offers the full range of its practice in the rural development sector. We have been helping in economic planning,

comprehensive district planning and convergence across various programmes at the Panchayat level as well as to develop a

National Level Panchayat Accounts Manual for all the Panchayats in India. Your Company plays an important role in Education

development. Company core idea is to strengthen formal and non-formal education through technical assistance and

programme management, research, curriculum development, vocationalization and skill development. Company has a well-

earned reputation in tourism and allied areas of advising and working on a variety of projects. We categorically dedicate

ourselves in intense research, capacity building and study programmes; this helps us to garner distinct solution for Slum

development, Poverty Reduction, Community Mobilization, Socio-Economy Development and build a fabric of safety at grass-

root level. Company offers sustainable and comprehensive solutions for health care, nutrition, water and sanitary. Company

is introducing new and innovative technologies, health MIS, organisational review & development, monitoring and evaluation

of the health nutritional index (HNI).

I would like to thank all my colleagues across the country and the globe for their dedication, commitment and contribution

towards the growth of the Company. Your company would be grateful to all its stakeholders for their continued support in

future also. I look forward to meet you at the forthcoming annual general meeting of the company.

Sd/-

Govind Ram Patodia

MESSAGE FROM MANAGING DIRECTOR


Dear Members,

The Board of Directors (”Board”) of Aqua Pumps Infra Ventures Limited (”APIVL”) with immense pleasure present their Twenty

Sixth Annual Report on the business and operations of your Company for the financial year 2017-18. This Report is being

presented along with the Audited Statement of the Account for the year.

1) COMPANY PERFORMANCE

The global economic climate posed several challenges, but we made the best use of our resources and abilities for

growth. The overall performance for the year spelled growth, both for us and for our clients. During the financial year

the Company’s Gross Income was Rs. 2321.81 Lakhs. The Profit before Tax for the FY 2017-18 decreased by 86.03% to

Rs. 134.15 Lakhs as against Rs. 115.42 Lakhs in FY 2016-17. The Net Worth of the Company as on March 31, 2018 was

Rs. 3381.05 Lakhs as against Rs. 3273.54 Lakhs as on March 31, 2017.

DIRECTOR’S REPORT

Particulars

Total Income

Total Expenditure

Profit Before Tax

Provision for Tax

Profit After Tax

Add: Surplus brought forward during the year

Profit available for Appropriations

Appropriations:

Surplus carried forward

Year Ended 31.03.2018

2321.81

2187.66

134.15

29.20

104.95

447.74

552.69

Nil

552.69

Year Ended 31.03.2017

1427.86

1312.44

115.42

44.84

70.58

377.16

447.74

Nil

447.74

Financial Highlights of the Company (Rs. In Lakhs)

2) RESERVES

All material transfers to or from reserves or provisions during the financial year have been disclosed in the financial

statements.

3) DIVIDEND

In order to conserve the resources, your Directors does not recommend any dividend for the year ended March 31,

2018.

4) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid

last year.

5) SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2018 was Rs. 151,276,000. During the year under review, the

Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither

issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to

purchase the shares of the Company.

6) CHANGE IN REGISTERED OFFICE ADDRESS

The Registered office address of the Company has been changed 1001, Sumer Plaza Opp. Tirupati Hotel Marol,

Maroshi road Andheri (East) - 400059 to A-8, Narayan Plaza, 26/A, Chandivali road, Off. Sakivihar road, Andheri (East),

Mumbai- 400072 w.e.f 28th May, 2018.

7) GOING CONCERN :

These financial statements are prepared under the assumption that the Group is a going concern. The directors of the

Group believe that, on the basis of the future business plans & cash flows and the ability to raise funds as required, they

have a reasonable expectation that the Group will continue as a going concern.

8) EMPLOYEE INVOLVEMENT :

It is Group’s policy for the management of its subsidiaries to meet at regular intervals with representatives of various

sections of employees at which relevant information and developments are discussed. It is also Group’s policy to


DIRECTOR’S REPORT

ensure that any local legislative requirements for employee representation or participation are fully adhered to.

Information on the Group is provided through internal newsletters, intranet portal and notices. Regular meetings are

held with the employees to discuss operations and the financial progress of the business. Leadership assessment

programs as well as succession planning is also practiced to identify & develop potential leaders. Training programmes

for staff continue to focus on technical, consulting and people skills to meet the needs of high growth business. An

induction plan is in place for all new joiners of the Group.

9) SUBSIDIARY COMPANY:

During the year under review, no Company has become or ceased to be Company’s subsidiary, joint venture or

associate.

Your company has one subsidiary company “Choice Realty Private Limited”, during the year, the Board of Director`s

reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared

consolidated financial statements of the company and its subsidiary, which form the part of the Annual Report.

Further, a statement containing silent features of the financial statement of our subsidiary in the prescribed format

AOC-1 is appended as Annexure attached to the Board`s report. The statement also provides details of performance,

financial position of subsidiary.

10) DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Bindi Vinay Vora ( DIN: 02167147), Whole Time Director will retire by rotation at the ensuing Annual General

Meeting and, being eligible, has offered herself for reappointment.

Appropriate resolutions for the appointment/re-appointment of Directors are being placed for your approval at the

ensuing Annual General Meeting.

Composition of Key Managerial Personnel (KMPs):

The Company has the following KMP:

Board and Committee Meetings

The Board met Four times during the financial year and details of the composition of the Board and its Committees and

of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance

Report. The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI Listing

Obligations and Disclosure Requirements (LODR), Regulations, 2015.

Separate Meeting Of Independent Directors:

The Independent Directors were fully kept informed of the Company's activities in all its spheres. During the year

under review, a separate meeting of Independent Directors was held on January 30, 2018 and the Independent

Directors reviewed the performance of:

a) Non-Independent Directors viz., Mr. Govind Patodia, Managing Director and Mrs. Bindi Vora, whole time Director

and CFO; and

b) The Board as a whole.

They reviewed the performance of Chairman after taking into account the views of Executive and Non-Executive

Directors.

They also assessed the quality, quantity and timeliness of flow of information between the Company's Management

and the Board that are necessary for the Board to effectively and reasonably perform their duties. All the Independent

Directors were present at the meeting.

Name of the KMP

Mr. Govind Patodia

Mrs. Bindi Vora

Ms. Sweta Bajaj

Designation

Managing Director

CFO & WTD

Company Secretary

Date of Appointment

26/09/2015

01/09/2014 & 01/10/2014, Respectively

13/07/2016


DIRECTOR’S REPORT

Declaration from Independent Directors

The Company has received declaration from all the Independent Directors of the Company confirming that they meet

with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

Performance Evaluation of the Directors

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors

individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner

in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Independent directors have three key roles — Governance, Control and Guidance. Some of the performance

indicators based on which the independent directors are evaluated include:

a) Ability to contribute to and monitor our corporate governance practices.

b) Ability to contribute by introducing international best practices to address top-management issues.

c) Active participation in long-term strategic planning.

d) Commitment to the fulfilment of a Director’s obligations and fiduciary responsibilities; these include participation

in Board and Committee meetings.

The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and

framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination &

Remuneration Committee.

11) RISK MANAGEMENT

The Board has established a Risk Management Policy which formalizes the Company's approach to overview and

manage material business risks. The policy is implemented through top down and bottom up approach identifying,

assessing, monitoring and managing key risks across the Company's business units.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active

approach in reporting, evaluating and mitigating risks associated with the business. The policy establishes a structured

and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. The Risk

Management Policy is also hosted on the Company’s website i.e. www.aquapivl.com

The Company has a system of monitoring, reporting and mitigating the major risks and uncertainties that can impact

its ability to achieve its strategic business plans. The Company has instituted adequate Internal Controls and processes

to have a cohesive view of risks, optimal risk mitigation responses and efficient management of internal control and

assurance activities.

In the opinion of the Board, there are no risks which may threaten the existence of the Company.

12) INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year,

such controls were tested and no reportable material weaknesses in the design or operation were observed.

13) MATERIAL CHANGES AND COMMITMENTS

There have been not any material changes and commitments affecting the financial position of the company between

the end of financial year of the company as on March 31, 2018 and the date of this report.

14) LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on BSE Limited. The annual listing fees for the financial year 2018-19 have

been paid to the exchange.


DIRECTOR’S REPORT

15) REMUNERATION POLICY

The Board on the recommendation of Remuneration Committee has framed a policy for selection and appointment of

Directors, Key Managerial Personnel and other employees. The details pertaining to composition of Nomination and

Remuneration Committee and Remuneration Policy are included in the Corporate Governance Report which forms a

part of this Report.

16) COMMITTEES OF BOARD

The details of all the Committees of the Board including the Audit Committee, along with their charters, composition

and meetings held during the year, are provided in the Report on Corporate Governance which forms part of this

Annual Report.

17) AUDITORS

Internal Auditor

The Internal Auditors, M/s R R Bajaj & Company, Chartered Accountants have conducted internal audits periodically

and submitted their reports to the Audit Committee. Their reports have been reviewed by the Statutory Auditors and

the Audit Committee.

Statutory Auditors

As per Section 139 (1) of the Companies Act, 2013 (Act), the terms of appointment of M/s. Agarwal Desai & Shah,

Chartered Accountants, expires at the conclusion of the forthcoming Annual General Meeting and being eligible have

offered themselves for re-appointment.

Section 139 (2) of the Act provides that every company, existing on or before the commencement of this Act which is

required to comply with provisions of this sub-section, shall comply with the requirements of this sub-section within

three years from the date of commencement of this Act. Accordingly, M/s. Agarwal Desai & Shah, is eligible for re-

appointment for the Financial Year 2018-2019.

The Company has received letter from them to the effect that their reappointment, if made, would be within

prescribed limit under Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit & Auditors)

Rules, 2014 and that they are not disqualified for reappointment.

Secretarial Auditors

As required under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of

Managerial Personnel) Rules 2014, the Company has appointed NIDHI BA JA J & ASSOCIATES LLP, Company Secretaries,

Mumbai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith the

report.

The Statutory Audit Report and the Secretarial Audit Report for the financial year 2017-18 does not contain any

qualification, reservation or adverse remarks by the Auditors.

18) CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all

employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance”

against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives

to counter such acts. The Code has been posted on the Company’s website wwwaquapivl.com .

19) WHISTLE BLOWER POLICY/ VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in

all its operations, the company has formulated a Vigil Mechanism named as ‘SPARC Whistle Blower Policy’ in addition

to the existing code of conduct that governs the actions of its employees. This Whistle Blower Policy aspires to

encourage all employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events

(behaviour’s or practices) that affect Company’s interest / image.

The Policy is disclosed on the Company's website at wwwaquapivl.comunder investors/policy documents/Vigil

Mechanism Policy link.


DIRECTOR’S REPORT

20) PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in

securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in

the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated

employees while in possession of unpublished price sensitive information in relation to the Company and during the

period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

21) PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act

2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the year ended 31st March 2018.

22) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, provisions regarding conservation of

energy and technology read with Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies

(Accounts) Rules, 2014 are not applicable.

23) AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no Foreign Exchange Earnings and Outgo during the year.

24) ANNUAL RETURN

In accordance with the provision of section 92 of the Companies Act, 2013 and the Rules framed thereunder, the

extract of Annual Return in the prescribed form MGT-9 is provided in Annexure attached to this Report.

25) PARTICULARS OF EMPLOYEES

As required under the provisions of Section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies

(Appointment & Remuneration of Managerial Personnel) Rules, 2014 the prescribed particulars are set out in an

annexure to the Director’s Report. As per the provisions of Section 136(1) of the said Act, this particulars will be made

available to any Shareholders on request.

26) CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were

in the ordinary course of business and on an arm’s length basis. Such transactions form part of the notes to the

financial statements provided in this Annual Report.

During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which

could be considered material in accordance with the policy of the Company on materiality of related party

transactions.

The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the

Board may be accessed on the Company’s website i.e. www.aquapivl.com

The summary of related party transactions is provided in the Annexure attached to this Report.

27) DETAILS OF LOANS / GUARANTEES / INVESTMENTS MADE

The company has complied with the provisions of Section 186 of companies Act, 2013 in relation to Loan, Investment &

Guarantee given by the company during the financial year 2017-18. The details of the investments made by company

are given in the notes to the financial statements.

28) CORPORATE GOVERNANCE

A Report on Corporate Governance is appended together with a Certificate on Corporate Governance issued by M/s

Aggarwal Desai & Shah, Chartered Accountants confirming compliance with SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015.

29) MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review on the operations and performance of the Company and its business is given in the Management

Discussion and Analysis, which forms part of this Annual Report.


DIRECTOR’S REPORT

30) OTHER LAWS

Women Empowerment

APIVLis fully committed to uphold and maintain the dignity of every women employee working with it. It believes that

every woman shall have the right to work in an environment free from any form of sexual harassment. APIVL has a

‘Policy on Prevention of Sexual Harassment of Women at Workplace’ and has set up Committee for implementation of

said policy, which provide for protection against sexual harassment of women at workplace and for prevention and

redressal of such complaints.

During the financial year 2017-18, no cases in the nature of sexual harassment were reported at any workplace of Aqua

Pumps Infra Ventures Limited.

Green Initiatives

With the aim of going green and minimizing our impact on the environment, we are sending electronic copies of the

Annual Report 2017 and Notice of the 26th AGM to all members whose email addresses are registered with the

Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of

the Annual Report 2018 and Notice of the 26th AGM are being sent in the permitted mode. Members requiring physical

copies can send a request to the Company Secretary. The Company is providing e-voting facility to all members to

enable them to cast their votes electronically on all the resolutions set forth in the notice. This is pursuant to section

108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The

instructions for e-voting are provided in the Notice.

31) DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the

Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by

Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the

Company’s internal financial controls were adequate and effective during the financial year 2017-18.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of

their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there

are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates

that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end

of the financial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with

the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and

other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial

controls are adequate and are operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such

systems are adequate and operating effectively.

32) ACKNOWLEDGEMENT

Your Directors wish to thank all stakeholders and business partners, Company’s bankers, medical profession and

business associates for their continued support and valuable co-operation. The Directors also wish to express their

gratitude to investors for the faith that they continue to repose in the Company.

Date: August 10, 2018

Place: Mumbai By Order of the Board of Directors

Sd/- Sd/-

(Govind Patodia) (Bindi Vora)

Managing Director Director

DIN: 02794184 DIN: 02167147


ANNEXURE TO DIRECTOR’S REPORTS

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ANNEXURE TO DIRECTOR’S REPORT

AQUA PUMPS INFRA VENTURES LIMITED

A-8, Narayan Plaza, 26/A, Chandivali road, Off. Sakivihar road, Andheri East, Mumbai- 400072

Tel No: 022-6707 9999 Fax No: 022- 67079898 Email: [email protected]

Website: www.aquapivl.com CIN: L45400MH1992PLC070070

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration ) Rules, 2014.

I REGISTRATION & OTHER DETAILS:

I

ii

iii

iv

v

vi

vii

CIN

Registration Date

Name of the Company

Category/Sub-category of the Company

Address of the Registered office & contact details

Whether listed company

Name , Address & contact details of the Registrar

& Transfer Agent, if any.

L45400MH1992PLC070070

21/12/1992

Aqua Pumps Infra Ventures Limited

Company Limited by Shares/ Indian Non Government Company

A-8, Narayan Plaza, 26/A, Chandivali road, Off. Sakivihar road,

Andheri East, Mumbai- 400072

Listed

Skyline Financial Services Private LimitedD-153A, 1st Floor, Okhla

Industrial Area, Phase-I, New Delhi-110020

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

SL No Name & Description of main NIC Code of the % to total turnover

products/services Product /service of the company

1 Service Charges 74 91%

Sl

No

1

Name & Address of the

Company

Choice Reality Private Limited

Address : 374, 3rd Floor,

Powai Plaza Building, Powai,

Mumbai- 400072.

CIN/GLN

U70102MH2010PTC198599

APPLICABLE SECTION

2(87)

HOLDING/SUBSIDIARY/

ASSOCIATE

Subsidiary

III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES



Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

A. Promoters

(1) Indian - - - - - - - - -

a) Individual/HUF - - - - - - - - -

b) Central Govt.or

State Govt.- - - - - - - - -

c) Bodies Corporates 5952850 - 5952850 39.35 5952850 - 5952850 39.35 -

d) Bank/FI - - - - - - - - -

e) Any other - - - - - - - - -

SUB TOTAL:(A) (1) 5952850 - 5952850 39.35 5952850 - 5952850 39.35 -

(2) Foreign - - - - - - - - -

a) NRI- Individuals - - - - - - - - -

b) Other Individuals - - - - - - - - -

c) Bodies Corp. - - - - - - - - -

d) Banks/FI - - - - - - - - -

e) Any other… - - - - - - - - -

SUB TOTAL (A) (2) - - - - - - - - -

Total Shareholding of

Promoter

(A)= (A)(1)+(A)(2)

5952850 - 5952850 39.35 5952850 - 5952850 39.35 -

B. PUBLIC SHAREHOLDING

(1) Institutions

a) Mutual Funds - - - - - - - - -

b) Banks/FI - 300 300 0 - 300 300 0 -

C) Cenntral govt - - - - - - - - -

d) State Govt. - - - - - - - - -

e) Venture Capital Fund - - - - - - - - -

f) Insurance Companies - - - - - - - - -

g) FIIS - - - - - - - - -

h) Foreign Venture

Capital Funds- - - - - - - - -

i) Others (specify) - - - - - - - - -

SUB TOTAL (B)(1): - 300 300 0 - 300 300 0 -

(2) Non Institutions - - - - - - - - -

a) Bodies corporates

i) Indian 6399953 7900 6407853 42.36 6572508 7900 6580408 43.50 1.14

ii) Overseas - - - - - - - - -

b) Individuals - - - - - - - - -

i) Individual shareholders

holding nominal share capital

upto Rs.2 lakhs

546095 265860 811955 5.37 377885 250460 628345 4.15 -0.07

ii) Individuals shareholders

holding nominal share capital

in excess of Rs. 2 lakhs

1508911 293640 1802551 11.92 1648681 247940 1896621 12.54 -0.52

c) Others (specify) 152081 0 152081 1 69076 0 69076 0.46 -0.54

SUB TOTAL (B)(2): 8607040 567400 9174440 60.65 8668150 506300 9174450 60.65 0

Total Public Shareholding

(B)= (B)(1)+(B)(2)8607050 567700 9174750 60.65 8668150 506300 9174450 60.65 0

C. Shares held by Custodian

for

GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) 14559900 567700 15127600 100 14621000 506600 15127600 100.00 0

% change

during the

year

No. of Shares held at the beginning of the year No. of Shares held at the end of the yearCategory of Shareholders

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)



% change in

share holding

during the

year

NO of shares % of total shares

of the company

% of shares

pledged

NO of shares % of total

shares of the

company

% of shares

pledged

encumbered to

1 Choice international Limited 5417850 35.81 0 5952850 39.35 0 0

2 Choice Equity Broking Private Limited 535000 3.54 0 0 0 0 0

Total 5952850 39.35 0 5952850 39.35 0 0.00

Sl No. Shareholding at the

end of the year

Shareholders Name Shareholding at the

begginning of the year

(ii) SHARE HOLDING OF PROMOTERS

(iii) CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE)

Date of Event No. of Shares % of total

shares of

the

company

No of shares % of total

shares of

the

company

Choice International LTD

At the beginning of the year 5417850 35.81 5952850 39.35

Purchase/Sale of share 53500 0 0 0

At the end of the year 5952850 35.81 5952850 39.35

Choice Equity Broking PVT LTD

At the beginning of the year 535000 3.54 0 0

Purchase/Sale of share -535000 0 0 0.00

At the end of the year 0 3.54 0 0

Sl. No.

ii)

i)

Share holding of Year Cumulative Share holding

during the year

SR.No Name of Shareholdres Shareholding at

the beginning of

the year

01.04.2017

Brought

during the

year

Sold during the

year

Shareholdin

g at the end

of the year

31.03.2018

No.of Shares % of total shares

of the Company

No.of Shares % of total

shares of the

Company

1 AZURA PROJECTS PRIVATE LIMITED 810000 5.35 2070874.00 - 2880874 19.04

2 FLORENCE SECURITIES PRIVATE LIMITED 53521 0.35 2190388 - 2243909 14.83

3 CHARTERED CAPITAL RESEARCH PRIVATE LIMITED 144000 0.95 483834 - 627834 4.15

4 CARRON INVESTMENTS PRIVATE LIMITED 0 0.0000 339510 - 339510 2.24

5 S & D SHARE & STOCK PRIVATE LIMITED 0 0 195020 - 195020 1.29

6 MANASVI CONSULTANCY PRIVATE LIMITED 1364483 9.02 25214 1389697 1389697 9.19

7 MANOHAR G KODAM 200000 1.32 15270 - 215270 1.42

8 DATTARAM PANDURANG MALI 125000 0.83 188500 - 313500 2.07

9 ANIL ANANT MAHADIK 164134 1.08 45000 - 209134 1.38

10 SHYAMCHANDRA HOUSHILA SHARMA 72465 0.48 92535 - 165000 1.09

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

(v) Shareholding of Directors & KMP

Sl. No Shareholding at

the end of the

year

Cumulative

Shareholding

during the year

For Each of the Directors & KMP Date No.of shares % of total

shares of

the

company

No of shares % of total

shares of

the

company

NONE

At the beginning of the year

Date wise increase/decrease in Promoters Share holding during the year

specifying the reasons for increase/decrease (e.g.

allotment/transfer/bonus/sweat equity etc)

At the end of the year



V INDEBTEDNESS

Secured

Loans (Long Term)

3,244,293

ii) Interest due but not paid -

iii) Interest accrued but not due -

3,244,293

26,494,707

26,494,707

29,739,000

ii) Interest due but not paid -

iii) Interest accrued but not due -

29,739,000Total (i+ii+iii)

Indebtness at the beginning of the financial

year

Indebtedness at the end of the financial year

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

Net Change

i) Principal Amount

Change in Indebtedness during the financial

year

Additions

Reduction

i) Principal Amount

Total (i+ii+iii)

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time director and/or Manager:

Sl.No Name of the Whole Time

Director

Name of the Managing

Director

Gross salary Bindi Vinay Vora Govind Patodia

460,000 600,000

200,000 321,000

- -

2 Stock option - -

3 Sweat Equity - -

Commission - -

as % of profit - -

others (specify) - -

5 Others, please specify - -

Total (A) 660,000 921,000

Ceiling as per the Act

1

4

(b) Value of perquisites u/s 17(2) of the

Income tax Act, 1961

Particulars of Remuneration

(c ) Profits in lieu of salary under

section 17(3) of the Income Tax Act,

1961

(a) Salary as per provisions contained

in section 17(1) of the Income Tax.

1961.



B. Remuneration to other directors:

Sl.No Name of the Directors

Independent Directors

-

(b) Commission -

(c ) Others, please specify -

Total (1)

Other Non Executive Directors

-

(b) Commission -

(c ) Others, please specify. -

Total (2) -

Total (B)=(1+2) -

Total Managerial Remuneration

Overall Cieling as per the Act.

(a) Fee for attending

board committee meetings

Particulars of Remuneration

(a) Fee for attending board committee

meetings

1

2

Type Section of

the

Companies

Act

Brief

Description

Details of

Penalty/Punis

hment/Comp

ounding fees

imposed

Authority

(RD/NCLT/

Court)

Appeall

made if

any (give

details)

A. COMPANY

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

B. DIRECTORS




C. OTHER

OFFICERS IN

DEFAULT




VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES



FORM NO. MR. 3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

The Members


(CIN : L45400MH1992PLC070070)

A-8, Narayan Plaza, 26/A, Chandivali Road,

Off. Sakivihar Road, Andheri (East),

Mumbai – 400 072

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good

corporate practices by Aqua Pumps Infra Ventures Limited (hereinafter called the “Company”). Secretarial Audit was

conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and

expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the

Company and also the information provided by the Company, its officers, agents and authorized representatives during the

conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the

financial year ended on March 31, 2018 complied with the statutory provisions listed hereunder and also that the Company

has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting

made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company

for the financial year ended on March 31, 2018 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the Rules made there-under;

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there-under;

III. The Depositories Act, 1996 and the Regulations and bye-laws framed there-under;

IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there-under to the extent of Foreign Direct

Investment, Overseas Direct Investment and External Commercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992

(‘SEBI Act’) to the extent applicable to the Company;

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993

regarding the Companies Act and dealing with client;

e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the

Company during the Audit period); and

f. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the

Company during the Audit period).

VI. During the financial year, the Company is engaged in business activities which are not subject to any specific law and

hence no specific law is applicable to the Company.



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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ICSI)

(ii) The SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015

(iii) Listing Agreements entered into by the Company with BSE Ltd. and the National Stock Exchange of India Ltd. read with

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We report that, during the financial year under review, the Company has complied with the provisions of the Act, rules,

regulations, guidelines as mentioned above.

Wefurther report that, there was no action/event in pursuance of;

a) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

b) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

c) The Securities and Exchange Board of India (Issue of Debt Securities) Regulations, 2008

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase

Scheme) Guidelines 1999

We have relied on the representation made by the Company and its Officers for systems and mechanism formed by the

Company and test verification on random basis carried out forcompliances under other applicable Acts, Laws and

Regulations to the Company

The compliance by the Company of the applicable direct tax laws, indirect tax laws and other financial laws has not been

reviewed in this Audit, since the same have been subject to review by the other designated professionals and being relied on

the reports given by such designated professionals.

We further report that, based on the information provided and representation made by the Company and also on the review

of compliance reports of the respective department heads/Company Secretary/CFO taken on record by the Board of

Directors of the Company, in our opinion adequate system and process exits in the company commensurate with the size and

operations of the Companyto monitor and ensure compliance with the applicable general laws like labour laws, competition

law and environmental laws.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors,

Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place

during the period under review were carried out in compliance with provisions of the Act

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent

generally at least seven days in advance, and in view of the non-existence formal system, we are not in position to comment on

existence of system for seeking and obtaining further information and clarifications on the agenda items before the meeting

and for meaningful participation at the meeting.

We further report that there are adequate systems and processes in the Company commensurate with the size and

operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

As per the minutes of the meeting duly recorded and signed by the Chairman, majority decision carried through while the

dissenting members’ views are captured and recorded as part of the minutes.

We further report that there were no specific events/actions in pursuance of any of the above referred laws, rules, regulations,

guidelines etc., having a major bearing on the Company affairs.



For Nidhi Bajaj & Associates

Company Secretaries

Nidhi Bajaj

Proprietor

ACS – 28907, COP - 14596


Place: Mumbai

Note: This report is to be read with our letter of even date which is annexed as “Annexure A” and forms and integral

part of this report.

Annexure – “A”

The Members


Mumbai

Our Secretarial Audit Report of even date is to be read along with this letter;

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to

express an opinion on these secretarial records based on our audit;

2. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the

correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts

are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis

for our opinion;

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company;

4. Where ever required, we have obtained the Management Representation about the compliance of laws, rules and

regulation and happening of events etc.;

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility

of management. Our examination was limited to the verification of procedure on test basis;

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or

effectiveness with which the management has conducted the affairs of the Company.

For Nidhi Bajaj & Associates

Company Secretaries

Nidhi Bajaj

Proprietor

ACS – 28907, COP - 14596


Place: Mumbai


MANAGEMENT DISCUSSION AND ANALYSIS REPORT

CAUTIONARY STATEMENT

Statement in this Management Discussion and Analysis Report detailing the Company’s objective, projections about the

future, estimates, expectations or predictions including, but not limited to, statements about the Company’s strategy for

growth, market position and expenditures may be ‘forward looking statements’ within the meaning of applicable laws and

regulations. Actual results may differ substantially or materially from those expressed or implied in the statement. Factors

that could make a difference to the Company’s operations include economic conditions affecting demand/ supply and price

conditions in the domestic markets in which the Company operates, Changes in the Government regulations, tax laws and

other statues or other incidental factors.

GLOBAL ECONOMY

After a lackluster outturn in 2018, economic activity is projected to pick up pace in 2018 and 2019, especially in emerging

market and developing economies. However, there is a wide dispersion of possible outcomes around the projections, given

uncertainty surrounding the policy stance of the incoming U.S. administration and its global ramifications.

With these caveats, aggregate growth estimates and projections for 2017–19 remain unchanged relative to the October 2017

World Economic Outlook. The outlook for advanced economies has improved for 2018–19, reflecting somewhat stronger

activity in the second half of 2017 as well as a projected fiscal stimulus in the United States. Growth prospects have marginally

worsened for emerging market and developing economies, where financial conditions have generally tightened.

While the balance of risks is viewed as being to the downside, there are also upside risks to near-term growth. Specifically,

global activity could accelerate more strongly if policy stimulus turns out to be larger than currently projected in the United

States or China. Notable negative risks to activity include a possible shift toward inward-looking policy platforms and

protectionism, a sharper than expected tightening in global financial conditions that could interact with balance sheet

weaknesses in parts of the euro area and in some emerging market economies, increased geopolitical tensions, and a more

severe slowdown in China.

INDIAN ECONOMY

The Global Economic Prospects report released by the World Bank on Tuesday projects that India will see its gross domestic

product (GDP) grow at a rate of 7.3 per cent during the ongoing fiscal and at 7.5 per cent in the two succeeding ones.

Indian economy is likely to regain its pace in the current fiscal and once again become the fastest growing emerging economy,

a World Bank report said. The Global Economic Prospects report released by the World Bank on Tuesday projects that India

will see its gross domestic product (GDP) grow at a rate of 7.3 per cent during the ongoing fiscal and at 7.5 per cent in the two

succeeding ones.

"Growth in India is projected to accelerate to 7.3 percent in FY2018/19 and 7.5 percent on average in 2019-20, reflecting robust

private consumption and firming investment, broadly in line with January projections," the World Bank report said.

In comparison, the rest of the South Asia region (SAR), excluding India, will post GDP growth of 5.6 per cent in for the current

fiscal and the next one, moving up to 5.7 in 2020-21.

"India's GDP growth bottomed out in the middle of 2017 after slowing for five consecutive quarters, and has since improved

significantly, with momentum carrying over into 2018 on the back of a recovery in investment. Although investment growth

was still moderately lower in 2017 than in 2016, high-frequency indicators suggest that it accelerated into 2018," World Bank

said.

"While activity slowed following the currency exchange initiative, growth for 2018-19 at 7.1 per cent was higher than

anticipated due to strong government spending and data revisions that show stronger momentum in the first part of the

year," it said, referring to India's demonetization measure as well as to the base year revisions in GDP calculations made by the

Central Statistics Office.

"Growth out-turns in the first quarter of 2017 were higher than the April WEO forecasts in.



INDIA’S INFRASTRUCTURE SECTOR

India is the fastest-growing large economy in the world, and the government has set itself a target of investing US$377 bn in

infrastructure over the next three years, making India an attractive destination for long-term global infrastructure investors,

who recognize it as a country with a healthy prospects and several good potential partners.

India climbed 12 spots to 130th in 2016 from 142nd place in 2015 in the 2016 Study of Ease of Doing Business by World Bank.

Even better, eight of the most economically progressive Indian states are, on an individual basis, comparable with the world’s

top-50 countries. The Ministry of Road Transport and Highways, and Shipping announced a US$ 376.53 bn investment in the

infrastructure sector over three years, which will include US$ 120.49 bn for developing 27 industrial clusters and an additional

US$ 75.30 bn for road, railway and port connectivity projects.

Terming infrastructure as "sine qua non" for achieving robust growth, the Economic Survey 2015-16 said government has

accorded top priority to the sector and has undertaken a slew of steps to augment it. The Survey, presented in Parliament by

Finance Minister Arun Jaitley, however expressed concern over stressed advances of the infrastructure sector which

increased to 24 per cent in June 2016, from 22.9 percent in March 2016.

"Many reforms have been initiated in the infrastructure sector, resulting in robust growth in most of the sectors. Major

infrastructure sectors, namely power, road, railways, civil aviation, ports and telecommunication, have performed better

during 2015-16 as compared to 2014-15" it said.

Electricity generation in the country during the current year registered a growth of 4.4 per cent, it said adding, a total of 3030

MW of grid-connected power generation capacity from renewable energy sources like solar and wind has been added so far

this fiscal, taking the cumulative generation capacity in the country to over 38,820 MW from the sources.

With Construction Industry being the second largest employer and a one of the key growth driver of the economy, the current

government is focusing more to revive the industry. Few of the prominent steps taken by the government are as follows:

• The Reserve Bank of India (RBI) has notified 100% foreign direct investment (FDI) under automatic route in the

construction development sector.

• Relaxed rules for FDI in the construction sector by reducing minimum built-up areas as well as capital requirement and

liberalised the exit norms. The cabinet has also approved the proposal to amend the FDI policy.

• India and US have signed a memorandum of understanding (MoU) in order to establish Infrastructure collaboration

Platform which intends to facilitate US industry participation in Indian Infrastructure projects to improve the bilateral

commercial relationship and benefit both the participants’ economies.

The focused approach to revive the construction industry is visible in government’s effort to revive the Roads & Highways

segment. Rolling out the Environment and Forest Clearances faster, Environmental Clearance through e-portal for

infrastructure projects, Delegation of more power to state governments for giving environment clearances, Cleared norms for

setting up investment trusts for Real Estate and infrastructure sectors, Changing or amending the Land Acquisition Act,

Concrete roads instead of Bitumen roads, Introduction of Electronic Chip System are few of the steps taken by Government to

provide with conducive operating environment to the sector.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

• INTERST AND FINANCE CHARGES

The net interest and finance charges increased during the year due to higher interest rates and increased availment of

working capital facilities for operation of Company.

• PROFIT BEFORE TAX

Your Company has registered PBT of Rs. 134.15 Lakhs as against Rs. 170.06 Lakhs last year.

• PROFIT AFTER TAX

Your Company has registered PAT of Rs.104.95 Lakhs as against Rs. 110.69 Lakhs last year.




OUR PROJECT EXECUTION CAPABILITIES

The Company has developed reputation for undertaking infrastructure and construction projects and completing them in

timely manner. We intend to continue to focus on performance and project execution in order to maximize client satisfaction.

We leverage technologies, designs and project management tools to increase productivity and maximize asset utilization in

capital-intensive activities. Our ability to effectively manage projects will be crucial to our continued success as a recognised

infrastructure Company. We believe that we stand distinguished from our peers because of our management strength and in-

house development, construction, operations and maintenance capabilities.

OPPORTUNITIES, THREATS, RISKS AND CONCERN

With the stable government in place and Infrastructure Sector high on its agenda, the Indian Construction Industry is poised

for growth in medium to long term. To achieve the targeted Economic Growth, the government has to spend on the capacity

building and infrastructure improvements which will provide huge growth potential for construction industry. India

investment in infrastructure is estimated to double to about USD 1 trillion during the 12th plan (10% of GDP during 12th plan)

compared to previous plan. Indian government has also planned to build 100 smart cities. The government has allocated USD

1.2 billion for this project in its 2004-16 budget. This plan would need more PPP’s for better and fast execution.

Due to low entry barriers, the competition is increase in the construction industry. There are many small and large regional

and national players who are competing with each others. There has been not very high project awarding which has affected

the order-book of many of the players in the industry thereby affecting their operational and financial health. The balance

sheet of many of the players is stretched due high debts on the book and difficult operating environment thereby affecting

their ability to service the debt. This along with lower bargaining due to various factors has kept the sector profitability under

pressure. There are a few macro risks like increasing commodity risk, higher interest rates, funding constraints etc. which can

impact he sector.

To minimise the risk your company has taken few initiatives like diversified & integrated business model, strong balance

sheet, along with managers having strong management and organisational skills.

INDUSTRIAL SAFETY, EMPLOYEE HEALTH AND SAFETY RISK

The Company places utmost importance on the safety of its employees and other assets. To reinforce the safety culture in the

organisation and mitigate this risk, the Company has taken numerous steps and initiatives. The Company already has a robust

approach to tackle this risk through regular safety and health awareness campaigns at all its locations. The various measures

taken by the Company include development and implementation of critical safety standards across the units and project

sites, establishment of processes for safety training across all levels, promotion of a culture of safety not just for staff

members but also for contract workers, and adequate Insurance coverage.

COMPLIANCE

The growth in business size coupled with increasing regulatory enactments has brought in additional compliance

requirements. Non-compliance with statutory provisions may not only lead to monetary penalties but may also impact the

reputation of the organisation and the goodwill it has accumulated over the years. The risk is mitigated through regular

monitoring and review of changes in the regulatory framework and also through monitoring of compliances through

Compliance Management Software and other mechanisms.

The Company regularly conducts a study to develop a comprehensive 360 degree view on the opportunities, risks and threats

to the business. These include areas such as market trends, new competition, changing customer preferences, disruption in

supplies, product development, talent management etc. The Company has constituted a Risk Management Committee

(“RMC”), under whose guidance it seeks to better manage the effectiveness of the mitigation strategies of various risks and

their implementation progress. The Company has a robust RMC framework to identify and evaluate business risks and

opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and

enhance the Company’s competitive advantage. The Board reviews the functioning of the RMC.

OUTLOOK

With the thrust from Government to the construction industry through various initiatives for reviaval of infrastructure sector,

your company is seeing immense opportunities in its core competency area. Your company is pre-qualified for a number of

projects which are expected to be awarded by Government.


The year gone by has once again reinforced the strength of management to steer the Company through troubled water. In FY

2017-18 there was growth on all operational and financial parameters. The company has potential and will outperform in the

coming years with the improvement in the economy and macro-economic factors. With strong and stable government at the

centre, the business outlook of construction industry has changed in a positive direction. The Company is expecting good

inflow of fresh orders in FY 2017-18.

Challenges in the sector have thrown immense opportunities to experienced players like APIVL. The adaptability to meet the

challenges and encash the opportunities available through a well balanced business plan supported by Strong balance sheet

along with increased spending in infrastructure segment in India will help your company to reap the benefit out of the

opportunities by evaluating various options for venturing into other infrastructure activities and maximize shareholders’

value.

INTERNAL CONTROL SYSTEM AND ADEQUACY

The Company has adequate internal control system running throughout the organisation. Internal processes of the Company

commensurate with our nature of business. The Company has appointed internal auditor who audits the adequacy and

effectiveness of the internal control system as laid down by the management and suggests improvements as required. The

audit committee periodically reviews the audit plans, internal audit reports and adequacy of internal controls and risk

management. As on 31 March 2018, the Company had complied with all mandatory requirements of the SEBI (LODR)

Regulations, 2015 and Clause 49 of the Listing Agreement entered into with BSE Limited.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

“Building Business Leaders. Creating Value for India.”

Your Company believes that it is the quality and dynamism of its human resource that enables it to make a significant

contribution to enhancing stakeholder value. Your Company is guided by a holistic approach to talent management - focusing

on synchronising the multiple elements of talent sourcing, work design, performance management, remuneration, individual

growth and development – to deliver breakthrough outcomes. Human Resource Development practices in your Company are

guided by the principles of relevance, consistency and fairness based on the premise that ‘what’ is done is as critical as ‘how’ it

is done. Taken together, these initiatives and processes have made a significant impact on talent attraction, retention and

commitment.

Your Company has assiduously built a culture of continuous learning, innovation and collaboration across the organisation by

judiciously leveraging cutting-edge learning and development practices with coaching, mentoring and on-the-job training.

Based on the premise that action learning is a more effective approach to development of human resources, learning and

development interventions stress less on classroom learning and more on workplace projects. These interventions are

therefore fashioned along the lines of longer term journeys rather than short term events.

CONSERVATION OF ENVIRONMENT

The Company believes in sustainable development by promoting clean and pollution free environment and making the

environment eco-friendly. Accordingly, various initiatives have been taken for Clean Development Mechanism (CDM) and

pollution prevention. The environmental dimension forms an integral part of the business decisions.

Date: August 10, 2018 By Order of the Board of Directors

Place: Mumbai

Sd/- Sd/-

(Govind Patodia) (Bindi Vora)


DIN: 02794184 DIN: 02167147


REPORT ON CORPORATE GOVERNANCE

Your Director’s present the Company’s report on Corporate Governance as per SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (‘SEBI (LODR) Regulations, 2015’), for the year ended 31st March, 2018.

Good Corporate Governance leads to long-term shareholder value and enhances interests of all stakeholders.

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance is a combination of voluntary practices and compliance with laws and regulations leading to effective

control and management of the Organization. Good Corporate Governance leads to long-term shareholder value and

enhances interests of all stakeholders.

Your Company’s philosophy on Corporate Governance is guided by strong emphasis on transparency, accountability,

responsibility, fairness, integrity, consistent value systems and delegation across all facets of its operations leading to sharply

focused and operationally efficient growth.

At Aqua Pumps Infra Ventures (APIVL), Corporate Governance remains ingrained in every aspect of the organization. Coupled

with corporate values that uphold strong ethics and uncompromising Integrity as the foundation for its people, the practice of

good corporate governance continues to be strengthened in line with national as well as the organization’s own aspirations.

At APIVL we believe that “To keep up the momentum of good governance, businesses need to move beyond compliance”, A

strong corporate governance structure is crucial in ensuring continuous enhancement of shareholder value through financial

performance while maintaining business sustainability, thus warranting continuing support of stakeholders.

Corporate governance also serves as the Company's calling card aimed at new domestic and international investors,

providing confidence and assurance in investment-making decisions. Reinforcing corporate governance is one of the

strategic components in promoting not only APIVL but India in the Infra markets. Constant and continuous efforts have been

made towards enhancing APIVL Corporate Governance framework, internal processes, guidelines and systems to ensure that

they remain robust and relevant. Applicable regulatory requirements and implementation of appropriate risk management

and internal controls are aligned to corporate governance while keeping up with APIVL evolution.

The Board of Directors fully supports and endorses Corporate Governance practices as enunciated in the SEBI (LODR)

Regulations, 2015.

1. BOARD OF DIRECTORS

COMPOSITION AND SIZE OF BOARD OF DIRECTORS:

The Board of Directors of the company shall have an optimum combination of executive and non-executive directors with not

less than fifty per cent of the Board of Directors comprising of non- executive directors.

The Board of Directors of the company as on March 31, 2018 comprises of (four) directors, out of which one is Managing

Director, one is Whole time director cum Chief Financial officer (Woman Director) and the remaining three directors are Non-

Executive & Independent Directors.

As mandated by Regulation 26 of the Listing Regulations, none of the Directors holds directorship in more than 10 public

limited companies nor is any of them a member of more than ten committees of the prescribed nature or holds Chairmanship

of more than five such committees of the across all public limited companies in which they are directors.

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS, LAST ANNUAL GENERAL MEETING (AGM) AND NUMBER OF OTHER

DIRECTORSHIPS:

{MD – Managing Director, ED – Executive Director, ID – Independent Director, NED - Non - Executive Director, CFO – Chief Financial Officer}

• None of the directors is related to any other director.

• Directorships in Foreign Body Corporates, Private Limited Companies, section 8 companies and Associations are excluded.

• Mr. Mushtaq Shaikh was appointed as an Additional director of the Company in the Board meeting dated 28.05.2018

Name of Directors Nature of

Directorship

Board Meetings attended

during the year

Whether attended

last AGM

Number of

Director Ship Mr. Govind Patodia MD,ED 4 Yes -

Mrs. Bindi Vinay Vora ED, CFO 4 Yes -

Mr. Sundarlal Bagaria ID,NED 3 Yes -

Mr. Hasmukh Mehta ID,NED 4 No -



NUMBER OF BOARD MEETINGS

During the year under report, 4 (Four) Board Meetings were held during the Financial Year ended 31st March, 2018. The dates

are – 27th April 2017, 13th July 2017, 08th November 2017, 30th January 2018. The Board has reviewed the compliance of all

laws applicable to the Company.

The intervening period between two Board Meetings was well within the time limit prescribed in the Companies Act, 2013 and

the maximum gap between any two meetings was less than one hundred and twenty days as stipulated under Regulation 17

of the Listing of Secretarial Standards.

a) The Board Meetings were usually held at the registered office of the Company.

b) To enable the Board to discharge its responsibilities effectively, the members of the Board are briefed at every Board

Meeting on the overall performance of the Company. Senior Management is invited to attend the Board Meetings as and

when required, so as to provide additional inputs to the items being discussed by the Board.

c) The Minutes of the proceedings of the Meetings of the Board of Directors are noted and the draft minutes are circulated

amongst the Members of the Board for their perusal.

Limit on the number of Directorships

In compliance with the Listing Regulations, Directors of the Company do not serve as Independent Director in more than

seven Listed Companies or in case he/she is serving as a Whole- Time Director in any Listed Company, does not hold such

position in more than three Listed Companies.

Independent Directors

As mandated by the Listing Regulations, the Independent Directors on APIVL’s Board:

a. are persons of integrity and possess relevant expertise and experience, in the opinion of the Board of Directors;

b. are not a Promoter of the Company or its holding, subsidiary or associate Company;

c. are not related to Promoters or Directors in the Company, its holding, subsidiary or associate Company;

d. apart from receiving Director’s remuneration, have or had no material pecuniary relationship with the Company, its

holding, subsidiary or associate Company, or their Promoters or Directors, during the two immediately preceding

financial years or during the current financial year;

e. have no relative, who has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or

associate Company, or their Promoters, or Directors, amounting to two per cent or more of its gross turnover or total

income or fifty lakh rupees or such higher amount as may be prescribed from time to time, whichever is lower, during

the two immediately preceding financial years or during the current financial year;

f. neither themselves nor any of their relatives —

i. hold or have held the position of a Key Managerial Personnel or are or have been employee of the Company or its

holding, subsidiary or associate Company in any of the three financial years immediately preceding the Financial

Year in which they were proposed to be appointed;

ii. are or have been an employee or proprietor or a partner, in any of the three financial years immediately preceding

the Financial Year in which they were proposed to be appointed, of —

A. a firm of Auditors or Company Secretaries in practice or Cost Auditors of the Company or its holding, subsidiary or

associate Company; or

B. any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate

Company amounting to ten per cent or more of the gross turnover of such firm;



iii. hold together with their relatives two percent or more of the total voting power of the Company; or

iv. is a Chief Executive or Director, by whatever name called, of any Non-Profit Organisation that receives twenty-five

percent or more of its receipts or corpus from the Company, any of its Promoters, Directors or its holding,

subsidiary or associate Company or that holds two percent or more of the total voting power of the Company;

v. is a material supplier, service provider or customer or a lessor or lessee of the Company;

g. are not less than 21 years of age.

The Independent Directors have confirmed that they meet then criteria of Independence laid down under the Companies Act,

2013 and the Listing Regulations.

Performance evaluation of Independent Directors

The Board of Directors upon recommendation of Nomination and Remuneration Committee have laid down the criteria for

performance evaluation of Board of the Company, its Committees and the individual Board Members, including Independent

Directors.

The performance evaluation of Independent Directors was done by the entire Board and in the evaluation the Director who

was subject to evaluation did not participate. On the basis of performance evaluation done by the Board, it shall be

determined whether to extend or continue their term of appointment, as and when their respective term expires.

INDEPENDENT DIRECTOR’S MEETING:

During the year under review, the separate meeting of Independent Directors was held on January 30, 2018 inter alia to:

I) Review the performance of Non – Independent Directors and the Board as a whole;

ii) Review the performance of the Chairman of the Company, taking in to account the views of Executive Directors and Non –

Executive Directors;

iii) Assess the quality, quantity and timelines of flow of information between the Company Management and the Board that is

necessary for the Board to effectively and reasonably perform their duties.

iv) Develop understanding of Company’s people and its key stakeholders.

A. Familiarisation Programme For Independent Director

Your Company has put in place a system to familiarize its Independent Directors about the Company, its Business Segment,

the Industry and Business model of the Company. In addition it also undertakes various measures to update the Independent

Directors about the on-going events and development relating to the Company.

All the Independent Directors of the Company are made aware of their role, responsibilities & liabilities at the time of their

appointment/ re -appointment, through a formal letter of appointment, which also stipulates various terms and conditions of

their engagement.

B. Compliance with Code Of Conduct

The Company has in place a comprehensive Code of Conduct applicable to all the employees and Board of Directors of the

Company. The Code provides a framework as to the ethical practice & compliances required to be followed by the employees

and the Directors of the Company.

A Code adopted by the Company is posted on the Company’s Website i.e.: www.aquapivl.com

All the Board Members and Employees have affirmed compliance with the said code for the year ended March 31, 2018. A

declaration to this effect signed by the Managing Director annexed to this report.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the

designated employees in their business dealings and in particular on matters relating to integrity in the work place, in



business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour

from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management

personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

2. COMMITTEES OF THE DIRECTORS:

The Board has constituted the following Committees and each Committee has their terms of reference as a Charter. The

Chairman of each Committee along with the other Members of the Committee and if required other Members of the Board,

decide the agenda, frequency and the duration of each meeting of that Committee. Currently, the Board has at the end of the

year Four Committees:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholders’ Relationship Committee

D. Risk Management Committee

A. Audit Committee

The Committee acts as a link between the Management, External and Internal Auditors and the Board of Directors of the

Company.

The Audit Committee of the Company comprises of three members, out of which two are non-executive and independent

directors. The Chairman of the Committee is also a non–executive and independent director, as per the requirements of the

Listing Regulations. The Constitution of the Committee is as follows:

COMPOSITION & ATTENDANCE OF AUDIT COMMITTEE

Note: ( I.) Company Secretary of the Company acts as the Secretary to the Committee.

The Audit Committee Meeting was conducted 4 times during the year under review respectively on 27th April 2017, 13th July 2017, 08th

November 2017, 30th January 2018.

Brief description of terms of reference:

a) Overseeing the Company’s financial reporting process and disclosure of financial information, reviewing with the

management, the quarterly and annual financial statements before submission to the Board for approval.

b) Review of the adequacy of accounting records as maintained in accordance with the provisions of the Companies Act,

2013.

c) Review of the adequacy of internal control system.

d) Such other powers and role as stipulated under Listing Regulations and Section 177 of the Companies Act, 2013.

B. NOMINATION & REMUNERATION COMMITTEE

As on March 31, 2018 the Nomination and Remuneration Committee comprises of Members as stated below. The

composition of the Committee is in conformity with the Listing Regulations, with all Directors being Non-Executives and

Independent Directors.

The details of attendance of the Members is as under:

NOTE: (I.) Company Secretary of the Company acts as the Secretary to the Committee.

Name of Director Position Category No. of Meetings attended

Mr. Hasmukh Mehta

Chairman Independent Director 4

Mr Govind Patodia Member Managing Director 4

Mr. Sundarlal Bagaria

Member Independent Director 3

Name of Director Position Category No. of Meetings attended

Mr. Hasmukh Mehta

Chairman Independent Director 2

Mr Govind Patodia Member Managing Director 2

Mr. Sundarlal Bagaria

Member Independent Director 2



During the year under review, the Nomination and Remuneration Committee met two times on 27th April, 2017 and 28th May,

2018 respectively.

The roles and responsibilities of the Committee are in accordance with the requirements as specified in the Listing

Regulations, Companies Act, 2013 and other applicable laws, if any. Apart from the above, the Committee also exercises the

role and powers entrusted upon it by the Board of Directors from time to time.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an annual

performance evaluation of the working of its own performance & the Directors individually as well.

The evaluation was carried out through structured process covering various parameters such as Composition of Board, Board

Participation, Good Governance, Level of Integrity &Ethics, Expansion & Diversification, Risk Management, strategies

adopted, financial operations, Internal Control, Marketing, Corporate Communications.

c) Remuneration to Executive Director

I) The Remuneration to be paid to Executive Directors of the Company shall be such as may be proposed by the Nomination

& Remuneration Committee and subsequently approved by the Board of Directors within the overall limits prescribed

under the Companies Act, 2013.

ii) The remuneration payable to the Managing Director & Executive Director is broadly divided in to fixed and variable

component. The fixed component comprises of salary, allowances, perquisites and the variable component comprises of

performance bonus and may include commission subject to the approval of the members.

d) Remuneration to Non - Executive/ Independent Director

The Non - Executive / Independent Director of the Board shall be entitled for sitting fees for attending the meeting of the

Board or committees thereof. The sitting fee paid to the Directors shall be within the limits prescribed under the Companies

Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration

Committee and approved by the Board of Directors. An Independent Director shall not be eligible to get Stock Options and

also shall not be eligible to participate in any share based payment schemes of the Company. Any remuneration paid to Non-

Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of

the remuneration.

e) Remuneration paid to Senior Management Employees

The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in

compliance with the provisions of the Companies Act, 2013 and in accordance with the Company’s Policy. The Fixed pay shall

include monthly remuneration, employer’s contribution to Provident Fund, contribution to pension fund, pension schemes,

etc. as decided from to time. The Incentive pay shall be decided based on the balance between performance of the Company

and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as

may be considered appropriate.

C. STAKEHOLDER RELATIONSHIP COMMITTEE

As on March 31, 2018 the Stakeholders` Relationship Committee consists of Members as stated below.

During the Financial Year 2017-18 the Committee met two times on 08th November, 2017 and 30th January, 2018. The details

of attendance of Members are given below:

Composition & Attendance of Stakeholder Relationship Committee

Name of the

Member

Designation Category No .of Meetings

Held Attended

Mr. Sundarlal Bagaria Chairman Independent Director

Managing Director

2

2

2

2

Member

Member

Independent Director 2 2Mr. Hasmukh Mehta

Mr. Govind Patodia



The Stakeholder Relationship Committee’s composition and the terms of reference meet with the requirement of Listing

Regulations and the provisions of the Companies Act, 2013.

The Committee focuses on Shareholder’s grievances and strengthening of Investor relations. The role & responsibilities of

Stakeholder’s relationship Committee are as follows:

• Consider, resolve and monitor redressal of shareholder grievances of the company with respect to transfer of shares, non-

receipt of annual report, non – receipt of declared dividend, etc.

• Review the performance of the Company’s Registrar & Transfer Agents.

• Ensure expeditious share transfer process in line with the proceedings of the Share Transfer Committee.

INVESTOR GRIEVANCE REDRESSAL

Statement of Investor Grievances for the quarter ended March 31, 2018 as per Regulation 13 (3) of the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

D) RISK MANGEMENT COMMITTEE

The composition of the Committee is in conformity with the Listing Regulations, with majority of Members being Directors.

The Role of the Risk Management Committee is as follows:

• Framing of Risk Management plan and Policy

• Reviewing the Company’s Financial and Risk Management policies

• Monitoring the process of Risk Management

• Monitoring the process of Risk Minimisation

• Evaluating the Risk Management Policy at regular intervals with regards to risk assessment &risk management process.

3. ANNUAL GENERAL MEETING

The details of the Annual General Meeting in the last three years and the number of special resolutions passed

thereat are as follows:

Sr.No Particulars of Investors Complaints Number of Complaints

1 Pending at the beginning of the quarter NIL

2 Received during the quarter NIL

3 Disposed of during the quarter NIL

4 Remaining unresolved at the end of the quarter NIL

Name of the Member Designation Category No .of Meetings

Held Attended

Mr. Govind Patodia Chairman Managing Director 1 1

Mrs. Bindi Vora Member Executive Director 1 1

For the year Date and Time Venue No .of Special Resolution

Passed

2016-17 20.09 2016 - 2.00 p.m. Anchorage Hall, Hotel Suba International,

211, Chakala Sahar Road, Andheri (East),

Mumbai - 400099

None

2015-16 26.09 2015 - 12.30 p.m. Anchorage Hall, Hotel Suba

International, 211, Chakala Sahar Road,

Andheri (East), Mumbai - 400099

None

2014-15 26.09 2015 - 1.30 p.m. Anchorage Hall, Hotel Suba

International, 211, Chakala Sahar Road,

Andheri (East), Mumbai - 400099

Three



4. DISCLOSURES

a) Disclosure on Materially significant related party transactions

Related Party Transaction is defined as, any transaction involving any transfer of resources, services or obligations between a

Company and a related party, regardless of whether a price is charged. It can be explained as transaction with related parties

having a significant importance to the interest of the Company.

There were no material significant transactions, with related parties during the period under review which were in conflict

with the interest of the Company at large except those disclosed in the financial statement for the year ended March 31, 2018.

In line with the requirement of the Companies Act, 2013 and Listing Regulations, the Company has formulated a policy on

Related Party Transaction which is also available on the Company’s website of the Company i.e-www.aquapivl.com, the

objective of framing the Policy is to ensure proper approval, disclosures and reporting of the transactions entered between

the Company and its Related Parties.

The policy deals with the review and approval procedure of Material Related Party transaction to secure the Interest of the

Company & its stakeholders at large. The Company has incorporated the system of placing all the Related Party Transactions

before the Audit Committee for their review and approval. Prior omnibus approval is obtained for transactions which are of

repetitive nature or are entered in the ordinary course of business and are at arm’s length price.

b) Disclosure Of Non Compliances

There are no instances of any Non – Compliance or penalty imposed on the Company by the Stock Exchange or SEBI or any

other statutory authority on any matter related to capital markets, during the last three years.

C) Whistle Blower Policy

Your Company believes in conducting business in a fair and transparent manner by adopting highest standards of

professionalism, honesty, integrity and ethical behaviour. The company is committed in developing a culture where it is safe

for all employees to raise concerns about any meagre or unacceptable practice and any event of misconduct or violation of

law in force.

Pursuant to Section 177 of the Companies Act, the Company has in place a mechanism for employees to report any unethical

behaviour, actual or suspected fraud, violence of the code of conduct of the Company etc. During the period under review,

the company affirms that no employee has been denied access to Audit Committee.

The Whistle Blower Policy (Vigil Mechanism) adopted by the Company is available on Website of the Company i.e.

www.aquapivl.com

d) Material Subsidiary

The Company does not have any Material Subsidiary.

5. MEANS OF COMMUNICATION:

• The Quarterly and year to date audited/ unaudited financial results have been published in The Financial Express -

Mumbai Edition (English Newspaper) & Apla mahanagar- Mumbai Edition (Marathi Newspaper) for all the four quarters as

per the mandatory requirements.

• The primary source of dissemination of Corporate information is available on the website of the Company i.e

www.aquapivl.com

• The Company has put in place a separate section of Investor Relations on the website of the company which displays the

Financial Results, Governance Policies, Shareholding Pattern, Fact Sheets, Annual Reports of Last Five Years & Code of

Conduct of the Company.

• Corporate Information & other mandatory requirement as per the Listing Regulations are also published on the Website

of Bombay Stock Exchange i.e : www.bseindia.com



6. General Shareholder Information

A Annual General Meeting

Date and Time of AGM

Venue of AGM

B Financial Year 2018-19

Financial reporting for the quarter ending June 30,

2018

Financial reporting for the half year ending

September 30, 2018

Financial reporting for the quarter ending December

31, 2018

Financial reporting for the year ending March 31,

2019

Annual General Meeting for the year ending March

31,2019

C Date of Book Closure

D Registered Office

E Listing on Stock Exchange

F Stock Code/ ISIN No.

G Registrar & Transfer Agent

H Payment of Annual Listing Fees

I Custodial Fees to Depositories:

26thAnnual General Meeting

September 27, 2018 at 1.00 P.M.

Hotel Radisson

X-22, MIDC Central Road, Hanuman Nagar, Andheri (East),

Mumbai- 400093

(Tentative Dates)

2nd week of August, 2018

2nd week of November, 2018

2nd week of February, 2019

2nd week of May, 2019

By September 30, 2019

September 21, 2018 to September 27, 2018 (both days

inclusive).

A-8, Narayan Plaza, 26/A, Chandivali road, Off. Sakivihar

road, Andheri East, Mumbai- 400072

*The registered Office address of the Company has been

changed w.e.f 28.05.2018

Bombay Stock Exchange Limited (BSE Ltd.)

BSE – 531364/ INE005E01013

Skyline Financial Services Pvt. Ltd.

D-153A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi-

110020

Listing fees for the financial year 2015-16 has been paid to

the BSE Limited.

The Company has paid custodial fees for the year 2018-2019

to National Securities Depository Limited (NSDL) & Central

Depository Services (India) Limited (CDSL).



Month APIVL

High

(BSE)

APIVL

Low

(BSE)

APIVL

Price

(BSE)

BSE

Sensex

High

BSE

Sensex

Low

BSE

Sensex

Close

April, 2017 17 15.35 15.35 30184.22 29241.48 29918.4

May, 2017 14.6 10.85 10.85 31255.28 29804.12 31145.8

June, 2017 11.4 9.1 10.5 31522.87 30680.66 30921.61

July, 2017 14.96 10 14.15 32672.66 31017.11 32514.94

August, 2017 17.64 13.23 17.6 32686.48 31128.02 31730.49

September, 2017 17.6 15 16 32524.11 31081.83 31283.72

October, 2017 19.5 11.55 19.05 33340.17 31440.48 33213.13

November, 2017 20 16.3 18.5 33865.95 32683.59 33149.35

December,2017 17.7 13.95 15.3 34137.97 32565.16 34056.83

January,2018 29.2 15.1 26.75 36443.98 33703.37 35965.02

February, 2018 26.75 23.4 23.95 36256.83 33482.81 34184.04

March, 2018 23.85 23 23 34278.63 32483.84 32968.68

J. Market Price Data

No. of Shares

No. of

Shareholders

% to total No. of

Shareholders

No. of shares

% to total share

capital

1-5000 1298 79.53 1706020 1.13

5001-10000 136 8.33 1131550 0.75

10001-20000 85 5.21 1299360 0.86

20001-30000 33 2.02 837160 0.55

30001-40000 15 0.92 540380 0.36

40001-50000 7 0.43 327510 0.22

50001-100000 15 0.92 1141690 0.75

100001 and above 43 2.63 144292330 95.38

TOTAL 1632 100 151276000 100

Sr. No Description No. of Shares

( as at March 31,2018)

% of Capital

A Promoters 5952850 39.35

B Public Shareholding:

-Financial Institutions/Banks 300 0

-Bodies Corporate 6580408 43.5

-NRI/ OCBs 5536 0.04

-Individuals 2524966 16.07

-Clearing Members 0 0

-Directors & Relatives 63540 0.42

TOTAL 15127600 100

K. Distribution of Shareholding as on March 31, 2018:

L. Categories of Shareholders as on March 31, 2018:

M. Registrar & Transfer Agents (RTA)

Skyline Financial Services Pvt. Ltd.

D-153A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi-110020

Tel No.- 011 41044923

Email-id: [email protected]



Particulars No. of shares % of Total share Capital

Held in dematerialized in NSDL form 4,31,487 2.85

Held in dematerialized in CDSL form 14,189,513 93.80

Physical 5,06,600 3.35

Total 15127600 100.00

N. Share Transfer System

The Share Transfer received in Physical form are processed by the Registrar and Transfer Agent and approved by the Board.

The Share certificates are returned to the members within the stipulated period, subject to the documents being valid and

complete in all respects.

O. Dematerialization of Shares and liquidity

As on March 31, 2018, 96.65% comprising 14,621,000 equity shares of the Company were held in dematerialized form and

3.35% comprising 5,06,600 equity shares were held in physical form.

P. Request to Investors:

a. Investors are requested to communicate change of address, if any, on all matters relating to transfer of shares and

credit of shares in Demat Account directly to the Registrar and Share Transfer Agent of the Company.

b. Investors holding shares in electronic form are requested to deal only with their respective depository participant for

change of address, nomination facility, bank account number etc.

c. Members may contact for all investor related matters at the registered office of the company at the following address:

Ms. Sweta Bajaj

Company Secretary & Compliance Officer

A-8, Narayan Plaza, 26/A, Chandivali road,

Off. Sakivihar road, Andheri East, Mumbai- 400072

Email Id: [email protected]

Tel No: 022 6707 9999

Place : Mumbai For and on behalf of the Board

Date : August 10, 2018

Sd/- Sd/-

(Govind Patodia) (BindiVora)


DIN: 02794184 DIN: 0216714



DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE

COMPANY’S CODE OF CONDUCT

To

The Members of Aqua Pumps Infra Ventures Limited.

Mumbai

I, Govind Patodia, Managing Director of Aqua Pumps Infra Venture Limited, confirm that all the members of the Board of

Directors and Senior Management Personnel have affirmed compliance with the Codes of Conduct for the year ended March

31, 2018.

For Aqua Pumps Infra Ventures Ltd.

Sd/-

Place: Mumbai Govind Patodia

Date: August 10, 2018 (Managing Director)

INDEPENDENT AUDITORS’ COMPLIANCE CERTIFICATE

TO THE MEMBERS OF AQUA PUMPS INFRA VENTURES LIMITED

We have examined the compliance of the conditions of Corporate Governance by Aqua Pumps Infra Ventures Limited (“the

Company”), for the year ended March 31, 2018 as per the relevant provisions of Securities And Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited

to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of

Corporate Governance. It is neither an audit nor an expression on financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the company

has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations, as

applicable.

We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or

effectiveness with which the management has conducted the affairs of the Company.

For Agarwal Desai & Shah

Chartered Accountants

(Firm Registration No. 124850W)

Sd/-

Rishi Shekri

Partner

(Membership No. 126656)

Place: Mumbai



STANDALONE AUDITORS REPORT

To the Members of Aqua Pumps Infra Ventures Limited,

Report on the Standalone Ind-AS Financial Statements

1. We have audited the accompanying standalone Ind-AS financial statements of Aqua Pumps Infra Ventures Limited(‘the

Company’), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss(including Other

Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equityfor the year then ended and a

summary of the significant accounting policies and other explanatory information (hereinafter referred to as ‘the standalone

Ind AS financial statements’).

Management’s Responsibility for the Standalone IndAS Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 (‘the

Act’) with respect to the preparation of these standalone Ind AS financial statements to give a true and fair view of the

financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the

Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting

Standards (IndAS) specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) 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 standalone Ind-AS financial statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these standalone Ind-ASfinancial statements based on our audit.

4. In conducting our audit, we have taken into account the provisions of the Act and the Rules made thereunder including the

accounting and auditing standards and matters which are required to be included in the audit report under the provisions

of the Act and the Rules made thereunder

5. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing

specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of

Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements

and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial

statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the

standalone Ind AS financial statements. The procedures selected depend on the auditors’ judgment, including the

assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or

error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s

preparation of the standalone Ind AS financial statements that give a true and fair view, in order to design audit

procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the

accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well

as evaluating the overall presentation of the standalone Ind AS financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

on the standalone Ind AS financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone

Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view

in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March

31, 2018, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year

ended on that date.



Other Matter

9. The financial information of the Company for the year ended March 31, 2017 and the transition date opening balance

sheet as at April 1, 2016 included in these standalone Ind AS financial statements, are based on the previously issued

statutory financial statements for the years ended March 31, 2017 and March 31, 2016 prepared in accordance with the

Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by us, on which we expressed an

unmodified opinion dated April27, 2017 and May27, 2016 respectively. The adjustments to those financial statements for

the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by ‘the Companies (Auditor’s Report) Order, 2016’, issued by the Central Government of India in terms of sub-

section (11) of section 143 of the Act (hereinafter referred to as the “Order”), and on the basis of such checks of the books

and records of the Company as we considered appropriate and according to the information and explanations given to us,

we give in the AnnexureAa statement on the matters specified in paragraphs 3 and 4 of the Order.

11. 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 asit appears from our

examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement

and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards

specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors as on March 31, 2018,taken on record by the

Board of Directors, none of the directors is disqualified as onMarch31, 2018,from being appointed as a director in

terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of theCompany and the

operating effectiveness of such controls, refer to our separate Report inAnnexure B; and

g) With respect to the other matters to be included in the Auditors’ Report in accordance withRule 11 of the Companies

(Audit and Auditors) Rules, 2014, in our opinion and to the best of ourknowledge and belief and according to the

information and explanations given to us:

(i) The Company did not have any pending litigations as at March 31, 2018which would impact its financial position.

(ii) The Company did not have any long-term contracts including derivative contracts as at March 31, 2018;

(iii) There were no amounts which were required to betransferred to the Investor Education and Protection Fund by

the Company during the year ended March 31, 2018.



Firm Registration Number: 124850W

Rishi Sekhri

Partner

Membership Number: 126656

Place: Mumbai

Date: May 28, 2018



Annexure A to Independent Auditors’ Report

Referred to in paragraph 10 of the Independent Auditors’ Report of even date to the members of Aqua Pumps Infra Ventures

Limited on the Ind As Standalone financial statements as of and for the year ended March 31, 2018

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of

fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the

items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the

nature of its assets. However, no physical verification was carried out by the Management during the year. Accordingly,

the discrepancies, if any, could not be ascertained and therefore, we are unable to comment on whether the

discrepancies, if any, have been properly dealt with in the books of account.

(c) The title deeds of immovable properties, as disclosed inNote 5on Property, Plant and Equipment and Investment

Propertyto the financial statements, are held in the name of the Company.

ii. The Company is in the business of rendering services, and consequently, does not hold any inventory. Therefore, the

provisions of clause 3(ii) of the said order are not applicable to the company.

iii. The Company has granted unsecured loan to one company (subsidiary) covered in the register maintained under Section

189 of the Act.

a) In respect of the aforesaid loan, the terms and condition under which such loan was granted are not prejudicial to the

Company’s interest.

b) In respect of the aforesaid loan, the schedule of principle has been stipulated as the same is repayable on demand.

c) In respect of the aforesaid loan, there is no amount which is overdue.

iv. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties

covered under Section 185 and 186. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the

Company.

v. 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 there under to the extent notified.

vi. The Central Government of India has not been specified the maintenance of cost records under sub section 1 of Section

148 of the Act for any of the products of the Company.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our

opinion, the Company is generally regular in depositing undisputed statutory dues, including provident fund, income

tax, sales-tax, service tax, goods and service -tax, duty of customs, duty of excise, value added tax, cess and other

material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there

areno dues ofincome tax, sales tax,service tax and goods and service tax, which have not been deposited on account of

any dispute.

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company

has not defaulted in repayment of loans or borrowings to any financial institution or banks at the balance sheet date.The

Company does not have any loans or borrowings from Government. Further, the Company has not issued any

debentures.

ix. In our opinion, and according to the information and explanations given to us, the money raised by way of initial public

offerand term loans were applied for the purposes for which these were raised.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the

generally accepted auditing practices in India, and according to the information and explanations given to us, we have

neither come across any instance of material fraud by the Company or on the Company by its officers or employees,

noticed or reported during the year, nor have we been informed of any such case by the Management.



xi. The Company has paid/providedmanagerial remuneration in accordance with therequisite approvals mandated by the

provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of

the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188

of the Act. The details of such related party transactions havebeen disclosed in the financial statements as required under

the Indian Accounting Standard (Ind-AS) 24, “Related Party Disclosures” specified under Section 133 of the Act, read with

Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible

debentures during the year under review. Accordingly, the provisions of clause 3(xiv) of the Order are not applicable to the

Company.

xv. The Company has not entered into any non-cash transactions with its directors or persons connected with him.

Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the

provisions of Clause 3(xvi) of the Order are not applicable to the Company.




Rishi Sekhri

Partner


Place: Mumbai

Date: May 28, 2018



Annexure B to Independent Auditors’ Report

Referred to in paragraph 11(f) of the Independent Auditors’ Report of even date to the members of Aqua Pumps Infra

Ventures Limited on the Ind AS Standalone Financial Statements for the year ended March 31, 2018

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 ofSection 143 of the Act

1. We have audited the internal financial controls over financial reporting of Aqua Pumps Infra Ventures Limited(“the

Company”) as of March 31, 2018 in conjunction with our audit of thestandalone financial statements of the Company for

the year ended on that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s management is responsible for establishing and maintaining internal financial controlsbased on the

internal control over financial reporting criteria established by the Company considering the essential components of

internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the

Institute of Chartered Accountants of India (ICAI). These responsibilities include the design,implementation and

maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient

conduct of its business, including adherence tocompany’s policies, the safeguarding of its assets, the prevention and

detection of frauds anderrors, the accuracy and completeness of the accounting records, and the timely preparation

ofreliable financial information, as required under the Act.


3. Our responsibility is to express an opinion on the Company's internal financial controls overfinancial reporting based on

our audit. We conducted our audit in accordance withthe Guidance Note on Audit of Internal Financial Controls Over

Financial Reporting (“the Guidance Note”) and the Standards on Auditing deemed to be prescribedunder section 143(10)

of the Act to the extent applicable to an audit of internal financial controls, bothapplicable to an audit of internal financial

controls and both issued by the Institute of Chartered Accountants of India (ICAI). Those Standards and the GuidanceNote

require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about

whether adequate internal financial controls over financialreporting was established and maintained and if such controls

operated effectively in all materialrespects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls

system over financial reporting and their operating effectiveness.Our audit of internal financial controls over financial

reporting included obtaining anunderstanding of internal financial controls over financial reporting, assessing the risk

that amaterial weakness exists, and testing and evaluating the design and operating effectiveness ofinternal control

based on the assessed risk. The procedures selected depend on the auditor’sjudgment, including the assessment of the

risks of material misstatement of the financialstatements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion

on the Company’s internal financial controls system overfinancial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company's internal financial control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles. A company's internal financial control over financial reporting

includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance

with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a

material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial reporting, includingthe possibility of



collusion or improper management override of controls, material misstatementsdue to error or fraud may occur and not

be detected. Also, projections of any evaluation of theinternal financial controls over financial reporting to future periods

are subject to the risk that theinternal financial control over financial reporting may become inadequate because of

changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financialcontrols system over financial

reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018,

based on theinternal control over financial reporting criteria established by the Company considering theessential

components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial

Reporting issued by the Institute of Chartered Accountants ofIndia.




Rishi Sekhri

Partner


Place: Mumbai

Date: May 28, 2018


STANDALONE FINANCIAL STATEMENT

BALANCE SHEET AS AT MARCH 31, 2018(INR in Lakhs)

As at As at As at

March 31, 2018 March 31, 2017 April 1, 2016

I ASSETS

1. Non Current Assets

(a) Property, Plant and Equipment 5 133.41

150.09 166.77

(b) Capital Work-In-Progress 5 124.65 - -

(c) Intangible Assets 6 20.58

32.58 44.59

(d) Financial Assets

(i) Investments 7 2,388.67

155.89

80.98

(ii) Others 8 1,037.83

1,964.82

2,414.67

(e) Deferred Tax Assets (Net) 9 17.33

30.88

46.66

(f) Other Non Current Assets 10 -

124.65

124.65

3,722.47

2,458.91

2,878.32

2. Current Assets

(a) Financial Assets

(i) Trade Receivables 11 183.93

273.12

245.55

(ii) Cash and Cash Equivalents 12 245.57

78.06

28.01

(iv) Loans 13 4,339.21

1,492.74

1,531.96

(v) Others 14 52.87

23.18

732.80

(b) Other Current Assets 15 287.62

3,959.90

5,603.62

(c) Current Tax Assets (Net) 16 154.47

-

-

5,263.67

5,827.00

8,141.94

Total Assets 8,986.14

8,285.91

11,020.26

II EQUITY AND LIABILITIES

Equity

(a) Equity Share Capital 17 1,512.76 1,512.76 1,512.76

(b) Other Equity 17 1,868.29 1,760.78 1,649.40

3,381.05 3,273.54 3,162.16 LIABILITIES

1. Non Current Liabilities

(a) Financial Liabilities

(i) Borrowings 18 297.39

32.44

45.77

(b) Provisions 19 6.38

5.93

4.96

303.77

38.37

50.73

2. Current Liabilities


(i) Trade Payables 20 488.58

28.88

13.12

(ii) Other Financial Liabilities 21 -

103.33

102.06

(b) Other Current Liabilities 22 4,812.69

4,841.79

7,692.19

(c) Provisions 23 0.05

-

-

5,301.32

4,974.00

7,807.37

Total Equity and Liabilities 8,986.14

8,285.91

11,020.26

The notes referred to above are an integral part of the financial statements

For Agarwal Desai & Shah For and on behalf of the Board of Directors



Rishi Sekhri Govind Ram Patodia Bindi Vinay Vora

Partner Managing Director Director & CFO

Membership Number:126656 DIN : 02794184 DIN : 02167147

Particulars Note

No.

Sd/- Sd/- Sd/-


Place : Mumbai

Date : May 28, 2018 Sweta Rameshkumar Bajaj

Company Secretary

Sd/-


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2018

(INR in Lakhs)

Particulars Note No.For the year ended

March 31, 2018

For the year ended

March 31, 2017

I Revenue

Revenue from Operations 24 1,987.70

1,293.25

Other Income 25 334.11

192.61

Total Income 2,321.81

1,485.86

II Expenses

Operating Expenses 26 1,519.52

1,042.33

Employee Benefit Expenses 27 349.52

107.46

Depreciation and Amortization Expenses 28 28.68

28.69

Finance Costs 29 12.22

7.25

Other Expenses 30 272.58

128.20

Total Expenses 2,182.52

1,313.93

III Profit before tax (I- II) 139.29

171.93

IV Less: Tax Expense:

Current Tax 29.20

43.05

MAT Credit Entitlement -

0.07

Deferred Tax 10.50

17.43

Total Tax Expense 39.70

60.55

V Profit for the Year (III-IV) 99.59 111.38

VI Other Comprehensive Income

Items that will not be reclassified to profit or loss

Re-measurement gains/ (losses) on defined benefit obligations 2.89

-

Tax effect on above (0.80)

-

Other Comprehensive Income for the year, net of tax 2.09

-

VII Total Comprehensive Income for the year (V+VI) (Comprising

Profit and Other Comprehensive Income for the year)

101.68

111.38

VIII Earnings Per Share (Face Value INR 10 Per Equity Share): 31

Basic and Diluted (INR) 0.66

0.74








Sweta Rameshkumar Bajaj

Company Secretary

Sd/- Sd/- Sd/-

Sd/-


Place : Mumbai

Date : May 28, 2018


CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2018

(INR in Lakhs)

For the year

ended

March 31, 2018

For the year

ended

March 31, 2017

A. Cash Flow from Operating Activities

Net profit before tax 139.29 171.93

Adjustments:

Depreciation and amortisation 28.68

28.69

Finance costs 12.22

7.25

Other Income (0.12)

-

Interest Income (333.99)

(192.61)

Profit on sale of Fixed Assets -

-

(153.92)

15.26

Adjustment for change in Working Capital

Decrease/(Increase) in Trade receivables 89.19

(27.57)

Increase / (Decrease) in Trade Payables 459.70

15.76

Increase / (Decrease) in Other Current Liabilities (29.10)

(2,850.40)

Increase / (Decrease) in Other Current Financial Liabilities (103.33)

1.27

Decrease/(Increase) in Other Current Financial Assets (29.69)

709.62

Decrease/(Increase) in Other Current Assets 3,672.28

1,643.72

Decrease/(Increase) in Other Non Current Assets 124.65

-

Increase / (Decrease) in Long Term Provisions 3.34

0.97

Increase / (Decrease) in Short Term Provisions 0.05

-

Decrease/(Increase) in Other Non Current Financial Assets 926.99

449.85

Decrease/(Increase) in Financial assets - loans (2,846.47)

39.22

Cash Generated From Operations 2,113.69

(2.30)

Income taxes paid (181.42)

(44.70)

Net cash flow from operating activities (A) 1,932.27

(47.00)

B. Cash Flow from Investing Activities

(118.70) -

Investment in Equity instruments (2,232.78)

(74.98)

Proceeds from sale of Fixed Assets -

-

Profit on sale of Fixed Assets -

-

Interest Income received 333.99

192.61

Net Cash used in Investing Activities (B) (2,017.49)

117.63

C. Cash Flow from Financing Activities

Proceeds from/ (Repayment of) Non-Current Financial Borrowings (net) 264.95

(13.33)

Share Issue Expenses -

-

Finance costs (12.22)

(7.25)

Net Cash from Financing Activities ( C) 252.73

(20.58)

Net cash Increase/(decrease) in cash and cash equivalents (A+B+C) 167.51

50.05

Cash and cash equivalents at the beginning of the year 78.06

28.01

Cash and cash equivalents at the end of the year 245.57

78.06

Net cash Increase/(decrease) in cash and cash equivalent 167.51

50.05

Note:





Rishi Sekhri

Sd/-

Govind Ram Patodia

Sd/-

Bindi Vinay Vora

Sd/-


This is the Cash Flow Statement referred to in our report of the even date.

Particulars

Purchase or construction of Fixed Assets (including capital work-in-

progress and capital advances)



Company Secretary

Sd/-Place : Mumbai

Date : May 28, 2018


STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2018

A : Equity Share Capital (Equity shares of INR 10 each issued, subscribed and fully paid)

Note No. Numbers in

Lakhs

Amount in

Lakhs

Balance as at the April 1, 2016 151.28

1,512.80

-

-

Balance as at March 31, 2017 17 151.28

1,512.80

-

-

Balance at the March 31, 2018 17 151.28

1,512.80

B : Other Equity

(INR in Lakhs)

General Reserve Securities

Premium

Reserve

Retained

Earnings

Balance at the April 1, 2016 30.00

1,400.00

219.40

1,649.40

Total Comprehensive income for the year

Profit for the year -

-

111.38

111.38

Other Comprehensive Income -

-

-

-


1,400.00

330.78

1,760.78



-

105.42

105.42


-

2.09

2.09


1,400.00

438.29

1,868.29

The notes referred to above are an integral part of the financial statements.








Company Secretary

Place : Mumbai

Date : May 28, 2018

Particulars Total Other

Equity

Particulars

Changes in equity share capital during the year 2016-2017


Note

No.

Reserve and Surplus

Sd/- Sd/- Sd/-

Sd/-


26th Annual Report 2017-18 | 0126th Annual Report 2017-18 | 01



STANDALONE AUDITORS REPORTSTANDALONE AUDITORS REPORTSTANDALONE FINANCIAL STATEMENT

ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS AS AT MARCH 31, 2018

Note 1 : Company Overview

Aqua Pumps Infra Ventures Limited (the “Company”) is a Private Limited Company domiciled in India and incorporated on

December12, 1992 under the provisions of Companies Act, 1956.The Company is engaged in the business of multi-expertise

consulting. The Company is preferred partner for mega projects involving direct government & ministries, unilateral &

multilateral companies, further company is an active members of some of the biggest projects in the fields of economic and

urban development across the planet. Company also excel in rehabilitation & resettlement plans, raising state level municipal

development funds, designing e-governance strategy, housing & social development projects, bind issues helping raise funds

& social development. The equity shares of the company were listed on The National Stock Exchange of India Limited and BSE

Limited.

Note 2 : Summary of Significant Accounting Policies

A. Basis of preparation of financial statements

(i) Statement of compliance

These financial statements have been prepared in accordance with Indian Accounting Standards (“Ind-AS”) under the

historical cost convention on the accrual basis except for certain financial instruments whichare measured at fair values,

the provisions of the Companies Act , 2013 (`Act') (to the extent notified) and guidelines issued by the Securities and

Exchange Board of India (SEBI). The Ind-AS areprescribed under Section 133 of the Act read with Rule 3 of the Companies

(Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

The financial statements up to year ended March 31, 2017were prepared in accordance with the accounting standards

notified under the Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act.

These financial statementsare the first financial statements of the Company under Ind-AS. The Company has adopted all

the Ind-AS standards and the adoption was carried out in accordance with Ind-AS 101 “First time adoption of Indian

Accounting Standards”. The transition was carried outfrom Indian Accounting Principles generally accepted in India as

prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (IGAAP), which was the

previousGAAP. Reconciliations and descriptions of the effect of the transition have been summarized in note 4.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted

or a revision to an existing accounting standard requires a change in theaccounting policy hitherto in use.

(ii) Basis of measurement

The financial statements have been prepared on historical cost basis except the following:

• certain financial assets and liabilities (including derivative instruments) are measured at fair value;

• assets held for sale- measured at fair value less cost to sell;

• defined benefit plans- plan assets measured at fair value; and

(iii) Current versus non-current classification

The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset

istreated as current when it is expected to be realised or intended to be 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 and cash or

cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelvemonths 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 and there is no unconditional right to defer

the settlement of the liability for at least twelve months after the reportingperiod. The Company classifies all other

liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.



The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and

cashequivalents. The Company has identified twelve months as its operating cycle.

(iv) The functional currency of the Company is the Indian Rupee. These financial statements are presented in Indian Rupees

and all values are rounded to the nearest lakhs, except when otherwise stated.

B. Use of estimates

The preparation of the financial statements in conformity with Ind-AS requires management to make estimates, judgments

and assumptions. These estimates, judgments and assumptions affect theapplication of accounting policies and the

reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial

statements and reported amounts ofrevenues and expenses during the period. Application of accounting policies that

require critical accounting estimates involving complex and subjective judgments and the use of assumptions in these

financial statements have been disclosed in note C below. Accounting estimates could change from period to period. Actual

results could differ from those estimates. Appropriate changes in estimates aremade as management becomes aware of

changes in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the

period in which changes are made and,if material, their effects are disclosed in the notes to the financial statements.

C. Critical accounting estimates

(i) Income taxes

The Company's major tax jurisdiction is India. Significant judgements are involved in determining theprovision for income

taxes, including amount expected to be paid/recovered for uncertain tax positions. Also refer to note 16.

(ii) Property, plant and equipment

Property, plant and equipment represent a significant proportion of the asset base of the Company. The charge in respect

of periodic depreciation is derived after determining an estimate of an asset’sexpected useful life and the expected

residual value at the end of its life. The useful lives and residual values of Company's assets are determined by

management at the time the asset is acquired andreviewed periodically, including at each financial year end. The lives are

based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such

aschanges in technology.

(iii) Defined benefit plans

The cost of the defined benefit gratuity plan and other post-employment benefits and the present value of the gratuity

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.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans

operated in India, the management considers the interest rates of government bonds in currencies consistent with the

currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in

response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation

rates.

Further details about gratuity obligations are given in Note 37.

(iv) 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. 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.See Note 32-35

for further disclosures.

D. Property, Plant and Equipment

Land (including Land Developments) is carried at historical cost. All other items of property, plant and equipment are

stated in the balance sheet at cost historicalless 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. All other repair and maintenance costs are recognised in profit or loss as

incurred.

Properties in the course of construction for production, supply or administrative purposes are carried at cost, less any

recognized impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalized in

accordance with the Company`s accounting policy. Such properties are classified to the appropriate categories of

property, plant and equipment when completed and ready for intended use. Depreciation of these assets, on the same

basis as other property assets, commences when the assets are ready for their intended use.

Subsequent to recognition, property, plant and equipment (excluding freehold land) are measured at cost less

accumulated depreciation and accumulated impairment losses. When significant parts of property, plant and equipment

are required to be replaced in intervals, the Company recognizes such parts as individual assets with specific useful lives

and depreciation respectively. Likewise, when a major inspection is performed, its cost is recognized in the carrying

amount of the plant and equipment as a replacement cost only if the recognition criteria are satisfied. All other repair and

maintenance costs are recognized in the Statement of Profit and Loss as incurred.

Depreciation is recognised so as to write off the cost of assets (other than freehold land and land developments) less their

residual values over the useful lives, using the straight- line method (“SLM”). Management, based on a technical

evaluation, believes that the useful lives of the assets reflect the periods over which these assets are expected to be used,

which are as follows:

Description of Asset Estimated useful live

Office Premises 30 years

Computers and Printers, including Computer Peripherals (including server and networking) 3 -6 years

Office Equipments 5 years

Furniture and Fixtures 10 years

Motor Vehicles (including busses and trucks) 8-20 years

Depreciation on additions/ deletions to fixed assets is calculated pro-rata from/ up to the date of such additions/

deletions.

Assets individually costing less than Rs. 5,000 are fully depreciated in the year of acquisition.

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in

circumstances indicate that the carrying value may not be recoverable.The residual values, useful life and depreciation

method are reviewed at each financial year-end to ensure that the amount, method and period of depreciation are

consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied

in the items of property, plant and equipment.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are

expected to arise from the continued use of the asset. Any gain or loss arising on disposal or retirement of an item of

property, plant and equipment is determined as the difference between sale proceeds and the carrying amount of the

asset and is recognised in profit or loss.

Transition to Ind AS

On transition to Ind-AS, the Company has elected to continue with the carrying value of all of its property, plant and

equipment recognised as at April 1, 2016 measured as per the previous GAAP as the deemed cost of the property, plant

and equipment.



E. Investment properties

Investment properties are properties that is held for long-term rentals yields or for capital appreciation (including

property under construction for such purposes) or both, and that is not occupied by the Company, is classified as

investment property.

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition,

investment properties are stated at cost less accumulated impairment loss, if any.

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.

Investment properties are derecognised either when they have been disposed of or when they are permanently

withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net

disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition.


The Company has elected to continue with the carrying value for all of its investment property as recognised in its Indian

GAAP financial statements as deemed cost at the transition date, viz., 1 April 2016.

F. Intangible Assets

Intangible asset including intangible assets under development are stated at cost, net of accumulated amortisation and

accumulated impairment losses, if any. Intangible assets acquired separately are measured on initial recognition at cost.

Intangible assets in case of computer software are amortised on straight-line basis over a period of 5 years, based on

management estimate. The amortization period and the amortisation method are reviewed at the end of each financial

year.

The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are

amortised over the useful economic life and assessed for 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 reporting period. Changes in 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 infinite lives is recognised in the statement of profit and loss unless such expenditure forms part of carrying

value of another asset.

G. Impairment of Non-Financial Assets

Assessment is done at each Balance Sheet date as to whether there is any indication that an asset (tangible and intangible)

may be impaired. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash

inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets, is

considered as a cash generating unit. If any such indication exists, an estimate of the recoverable amount of the

asset/cash generating unit is made. Assets whose carrying value exceeds their recoverable amount are written down to

the recoverable amount. An impairment loss is recognized in the profit or loss. Recoverable amount is higher of an asset’s

or cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated future cash

flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Assessment is

also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognised for an asset

in prior accounting periods may no longer exist or may have decreased.A reversal of an impairment loss is recognised

immediately in profit or loss.

H. Financial instruments

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

instrument of another entity. Financial Instruments are further divided in two parts viz. Financial Assets and Financial

Liabilities.



Part I - Financial Assets

a) Initial recognition and measurement

All financial assets are recognised 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 of the financial asset. Purchases or sales of financial

assets that require delivery of assets within a time frame established by regulation or convention in the market place

(regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the

asset.

b) Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

Financial Assets at amortised cost:

A Financial Assets is measured at the amortised cost if both the following conditions are met:

• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and

interest (SPPI) on the principal amount outstanding.

This category is the most relevant to the Company. After initial measurement, such financial assets are subsequently

measured at amortised cost using the effective interest rate (EIR) method.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an

integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses arising from

impairment are recognised in the profit or loss.

Financial Assets at FVTOCI (Fair Value through Other Comprehensive Income)

A Financial Assets is classified as at the FVTOCI if following criteria are met:

• The objective of the business model is achieved both by collecting contractual cash flows (i.e. SPPI) and selling the

financial assets

Financial instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair

value. Fair value movements are recognized in the other comprehensive income (OCI). However, the Company recognizes

interest income, impairment losses and reversals and foreign exchange gain or loss in the statement of profit and loss. On

de-recognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to the

statement of profit and loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using

the EIR method.

Financial Assets at FVTPL(Fair Value through Profit or Loss)

FVTPL is a residual category for financial instruments. Any financial instrument, which does not meet the criteria for

categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.

In addition, the Company may elect to designate a financial instrument, which otherwise meets amortized cost or FVTOCI

criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or

recognition inconsistency (referred to as ‘accounting mismatch’). The Company has not designated any financial

instrument as at FVTPL.

Financial instruments included within the FVTPL category are measured at fair value with all changes recognized in the

Statement of Profit and Loss.

Equity investments

All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading and


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contingent consideration recognised by an acquirer in a business combination to which Ind-AS 103 applies are classified

as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to present in other

comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument

byinstrument basis. The classification is made on initial recognition and is irrevocable. If the Company decides to classify

an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in

the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the Company may

transfer the cumulative gain or loss within equity. Equity instruments included within the FVTPL category are measured at

fair value with all changes recognized in the Statement of Profit and Loss.Investment in subsidiaries is carried at cost in the

financial statements.

c) De-recognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily

de-recognised (i.e. removed from the Company’s balance sheet) 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 transferred 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 recognise the transferred asset to the extent of the Company’s continuing involvement. In that

case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured

on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the

original carrying amount of the asset and the maximum amount of consideration that the Company could be required to

repay.

d) Impairment of financial assets

In accordance with Ind-AS 109, the Company applies expected credit loss (ECL) model for measurement and recognitionof

impairment loss on the following financial assets and credit risk exposure:

• Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits, trade receivables

and bank balance;

• Financial assets that are debt instruments and are measured as at FVTOCI

• Lease receivables under Ind-AS 17

• Trade receivables or any contractual right to receive cash or another financial asset that result from transactionsthat

are within the scope of Ind-AS 18 (referred to as ‘contractual revenue receivables’ in thesefinancial statements)

• Loan commitments which are not measured as at FVTPL

• Financial guarantee contracts which are not measured as at FVTPL

The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables or contract

revenue receivables.

The application of simplified approach does not require the Company to track changes in credit risk. Rather, it

recognisesimpairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Companydetermines that

whetherthere has been a significant increase in the credit risk since initial recognition. If credit risk has not

increasedsignificantly, 12-month 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 asignificant increase in credit risk since initialrecognition, then the Company reverts to recognising impairment

lossallowance based on 12-month ECL.Lifetime ECL are the expected credit losses resulting from all possible default

events over the expected life of afinancial instrument. The 12-month ECL is a portion of the lifetime ECL which results from



default events that arepossible within 12 months after the reporting date.

ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and

all the cash flows that the entity expects to receive (i.e., all cash shortfalls),discounted at the original EIR. When estimating

the cash flows, the Company considers:

• All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the

expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument

cannot be estimated reliably, then the Company uses the remaining contractual term of the financial instrument;and

• Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms

As a practical expedient, the Companyuses a provision matrix to determine impairment loss allowance on portfolio of its

trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade

receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates

are updated and changes in the forward-looking estimates are analysed. On that basis, the Company estimates the

following provision matrix at the reporting date:

ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the

statement of profit and loss. This amount is grouped under the head ‘other expenses’. The balance sheet presentation for

various financial instruments is described below:

• Financial assets measured as at amortised cost, contractual revenue receivables and lease receivables: ECL is

presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The

allowance reduces the net carrying amount. Until the asset meets write-off criteria, the Company does not reduce

impairment allowance from the gross carrying amount.

• Loan commitments and financial guarantee contracts: ECL is presented as a provision in the balance sheet, i.e. as a

liability.

• Debt instruments measured at FVTOCI: Since financial assets are already reflected at fair value, impairment allowance

is not further reduced from its value. Rather, ECL amount is presented as ‘accumulated impairment amount’ in the OCI.

For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of

shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant

increases in credit risk to be identified on a timely basis.

The Company does not have any purchased or originated credit-impaired (POCI) financial assets, i.e., financial assets

which are credit impaired on purchase/ origination.

Part II - Financial Liabilities


The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts,

financial guarantee contracts and derivative financial instruments.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of

directly attributable transaction costs.

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loansand

borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.


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 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 for trading are recognised in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss is designated as such at the initial

date of recognition, and only if the criteria in Ind-AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/

losses attributable to changes in own credit risks are recognized in OCI. These gains/ loss are not subsequently transferred

to statement of profit and loss. However, the Company may transfer the cumulative gain or loss within equity. All other

changes in fair value of such liability are recognised in the statement of profit or loss.The Company has not designated any

financial liability as at fair value through profit and loss.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the

EIR method. Gains and losses are recognised in profit or loss when the liabilities are de-recognised as well as through the

EIR amortisation process.


integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss. This category

generally applies to borrowings.

Preference shares, which are mandatorily redeemable on a specific date, are classified as liabilities under borrowings. The

dividends on these preference shares, if any are recognised in the profit or loss as finance cost.

c) De-recognition

A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. When an

existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an

existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the

original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the

statement of profit or loss.

d) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently

enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the

assets and settle the liabilities simultaneously.

I. Recognition of Revenue

Revenue is recognised on accrual basis andwhen the consideration is reliably determinable and no significant uncertainty

exists regarding the collection of the consideration.

Revenue is measured at the fair value of the consideration received or receivable. The amount recognised as revenue is

exclusive of Service Tax, Goods and Service Tax and Value Added Taxes (VAT), and is net of discounts.

J. Other Income

Dividend income from investments is recognised when the shareholder’s right to receive payment has been established

(provided that it is probable that the economic benefits will flow to the company and the amount of income can be

measured reliably).

Interest income from financial assets is recognized when it is probable that economic benefits will flow to the company

and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the

principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future

cash receipts through the expected life of the financial assets to that asset’s net carrying amount on initial recognition.



K. Provisions and Contingent Liabilities

General

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is

probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable

estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be

reimbursed,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 pre-tax rate that reflects,

when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the

passage of time is recognised as a finance cost.

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the

occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present

obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the

obligation. The Company does not recognize a contingent liability but discloses its existence in the financial statements.

Payments in respect of such liabilities, if any are shown as advances.

L. Accounting for Taxation of Income

(i) Current taxes

Income tax expense is recognized in net profit in the statement of profit and loss except to the extent that it relates to items

recognized directly in other comprehensive income or equity, in which case it is recognized in other comprehensive

income or equity respectively. Current income tax is recognized at the amount expected to be paid to or recovered from

the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet

date. The Company offsets, on a year to year basis, the current tax assets and liabilities, where it has legally enforceable

right to do so and where it intends to settle such assets and liabilities on a net basis.

(ii) Deferred taxes

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial

statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the

balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences, and

deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that

taxable profits will be available against which those deductible temporary differences can be utilized. Such assets and

liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a

business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the

accounting profit.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other

comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either

in OCI or directly in equity.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no

longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against

current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends

to settle its current tax assets and liabilities on a net basis.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is

realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the

reporting date.

M. 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 settle a liability in an orderly transaction between

market participants at the measurement date, regardless of whether that price is directly observable or estimated using

another valuation technique

In estimating the fair value of an asset or liability, the Company takes into account the characteristics of the asset or

liability if market participants would use when pricing the asset or liability, assuming that market participants act in their

economic best interest.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised withinthe

fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair valuemeasurement

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

isdirectly or indirectly observable

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

isunobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company

determineswhether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the

lowestlevel input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Company’s Management determines the policies and procedures for both recurring fair value measurement,such as

derivative instruments and unquoted financial assets measured at fair value, and for non-recurringmeasurement, such

as assets held for distribution in discontinued operations.

This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevantnotes.

N. Borrowing Costs

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying

assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are

added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All

other borrowing costs are recognised in Statement of Profit and Loss in the period in which they are incurred.

O. Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the

inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of

a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly

specified in an arrangement.

Finance Lease as a lessee

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the

risks and rewards incidental to ownership to the Company is classified as a finance lease.

Finance leases are capitalised at the commencement of the lease at the inception date fair value of the leased property or,

if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges

and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability.

Finance charges are recognised in finance costs in the statement of profit and loss, unless they are directly attributable to

qualifying assets, in which case they are capitalized in accordance with the Company’s general policy on the borrowing

costs. Contingent rentals are recognised as expenses in the periods in which they are incurred.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the

Company will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated

useful life of the asset and the lease term.



Operating Lease as a lessee

Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as

operating leases.

Operating lease payments are recognized as an expense in the Statement of Profit and Loss on a straight-line basis over

the lease term except where another systematic basis is more representative of the time pattern in which economic

benefits from leased assets are consumed. The aggregate benefit of incentives (excluding inflationary increases) provided

by the lessor is recognized as a reduction of rental expense over the lease term on a straight-line basis. Contingent rentals

arising under operating leases are recognized as an expense in the period in which they are incurred

P. Employee Benefits

a) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12

months after the end of the period in which the employees render the related service are recognised in respect of

employee’s services up to the end of the reporting period and are measured at the undiscounted amounts of the benefits

expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in

the balance sheet.

b) Other Long-term employee benefit obligations

The liabilities for compensated absences (annual leave) which are not expected to be settled wholly within 12 months

after the end of the period in which the employee render the related service are presented as non-current employee

benefits obligations. They are therefore measured as the present value of expected future payments to be made in

respect of services provided by employees up to the end of the reporting period using the Projected Unit Credit method.

The benefits are discounted using the market yields at the end of the reporting period on government bonds that have

terms approximating to the terms of the related obligations. Re-measurements as a result of experience adjustments and

changes in actuarial assumptions (i.e. actuarial losses/ gains) are recognised in the Statement of Profit and Loss.

The obligations are presented as current in the balance sheet, if the Company does not have an unconditional right to

defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is

expected to occur.

c) Post- employment obligations

The Company operates the following post-employment schemes:

(i) Defined benefit plans such as gratuity

(ii) Defined contribution plans such as provident fund.

Defined benefit plan - Gratuity Obligations

The Company provides for gratuity, a defined benefit plan (the “Gratuity Plan”) covering eligible employees in accordance

with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at

retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary

and the tenure of employment.

The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the

defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit

obligation is actuarially determined using the Projected Unit Credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by

reference to market yields at the end of the reporting period on government bonds that have a terms approximating to

the terms of the obligation

The net interest cost, calculated by applying the discount rate to the net balance of the defined benefit obligation and the

fair value of the plan assets, is recognised as employee benefit expenses in the statement of profit and loss.



Remeasurements gains and losses arising from experience adjustments and changes in actuarial assumptions are

recognised in the other comprehensive income in the year in which they arise and are not subsequently reclassified to


Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are

recognised immediately in profit or loss as past service cost.

Defined Contribution Plan

The Company pays provident fund contributions to publicly administered provident funds as per local regulatory

authorities. The Company has no further obligations once the contributions have been paid. The contributions are

accounted for as defined contribution plans and the contributions are recognised as employee benefit expense when

they are due.

Q. Earnings Per Share

Basic Earnings Per Share(EPS) amounts are calculated by dividing the profit for the year attributable to equity holders by

the weighted average number of equity shares outstanding during the year.

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

• The after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

• Weighted average number of equity shares that would have been outstanding assuming the conversion of all the

dilutive potential equity.

R. Cash and Cash Equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an

original maturity of three months or lessfrom the date of acquisition, which are subject to an insignificant risk of changes

in value.

S. Insurance claims

Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to theextent that there is

no uncertainty in receiving the claims.

T. Segment Reporting

The Company identifies operating segments based on the internal reporting provided to the chief operating decision-

maker.

The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the

operating segments, has been identified as the Board of Directors that makes strategic decisions.

The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment

revenue, segment expenses have been identified to segments on the basis of their relationship to the operating activities

of the segment.

U. Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its

liabilities. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,

net of tax, from the proceeds.



Note 3 : First Time Adoption of Ind-AS

For all periods up to March 31, 2017, the Company prepared its financial statements in accordance with accounting

standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies

(Accounts) Rules, 2014 (Indian GAAP) Indian GAAP (“IGAAP”). These standalone financial statements of Aqua Pumps Infra

Ventures Limited for the year ended March 31, 2018 have been prepared in accordance with Ind-AS. This is the first set of

Financial Statements in accordance with Ind-AS. For the purpose of transition from the IGAAP to Ind-AS, the Company has

followed guidance provided in Ind-AS 101 - First Time Adoption of Indian Accounting Standards, w.e.f. April 01, 2016 as the

transition date.

The transition to Ind-AS has resulted in changes in the presentation of the financial statements, disclosures in the notes,

accounting policies and principles. The accounting policies set out in Note 2 have been applied in preparing the

standalone financial statements for the year ended on March 31, 2018 as well as for March 31, 2017 for comparative

information. In preparing these financial statements, opening balance sheet was prepared as at 1 April 2016. This note

explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the

balance sheet as at 1 April 2016 and the financial statements as at and for the year ended March 31, 2017.

Exemptions on first time adoption of Ind-AS availed in accordance with Ind-AS 101, have been described below:

Exemptions availed on first time adoption of Ind AS 101

Ind-AS 101 allows certain optional exemptions and mandatory exemptions on first time adoption of Ind-AS from the

retrospective application of certain provisions of Ind-AS. The Company has accordingly applied the following exemptions:

Ind AS optional exemptions:

(i) Property, Plant and Equipment and Intangible Assets

Ind-AS 101 permits, a first time adopter to elect to continue with the carrying values for all of its property, plant and

equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous

GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-

commissioning liabilities. This exemption can also be used for intangible assets covered by Ind-AS 38 Intangible Assets

and Investment properties covered by Ind-AS 40 Investment Properties.

Accordingly, the Company has elected to measure all of its property, plant and equipment, Investment properties and

intangible assets at their previous GAAP carrying value.

(ii) Measurement of Investment in subsidiaries, associates and joint ventures

Ind-AS allows entity that subsequently measures an investment in a subsidiary, joint ventures or associate at cost, may

measure such investment at cost (determined in accordance with Ind-AS 27) or deemed cost (fair value or previous GAAP

carrying amount) in its separate opening Ind-AS balance sheet.

For investments in equity instruments of subsidiary,the Company has elected to apply separate exemption available

under Ind-AS 101 by measuring at their previous GAAP carrying amount, which is the deemed cost at the date of transition

to Ind-AS.

Ind AS mandatory exceptions:

(I) Estimates

An entity’s estimates in accordance with Ind-AS at the date of transition to Ind-AS shall be consistent with estimates made

for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies),

unless there is objective evidence that those estimates were in error.

Ind-AS estimates as at April 1, 2016 are consistent with the estimates as at the same date made in conformity with previous

GAAP. The Company made estimates for following items in accordance with Ind-AS at the date of transition as these were

not required under previous GAAP:



- Impairment of financial assets based on expected credit loss model.

(ii) Classification and measurement of financial assets

Ind-AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and

circumstances that exist at the date of transition to Ind-AS.

Accordingly, the Company has determined the classification of financial assets based on the facts and circumstances that

exist on the date of transition.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018

Note 4 : Reconciliations Between Previous GAAP and Ind-AS

A. Equity as at beginning of April 1, 2016

B. Equity as at March 31, 2017

C. Net profit for the year ended March 31, 2017

D. Cash flows for the year ended March 31, 2017

(INR in Lakhs)

Particulars Indian GAAP * Effects of

transition

to Ind-AS

Ind-AS

I ASSETS


(a) Property, Plant and Equipment 166.77 166.77

(b) Capital Work-In-Progress - -

(c) Intangible Assets 44.59 44.59

(d) Financial Assets - -

(i) Investments 285.16 (204.18) 80.98

(ii) Others 2,414.67 2,414.67

(e) Deferred Tax Assets (Net) (13.92) 60.58 46.66

(f) Other Non Current Assets 124.65 124.65

3,021.92 (143.60) 2,878.32

2. Current Assets


(i) Trade Receivables 246.32

(0.77) 245.55

(ii) Cash and Cash Equivalents 28.01

28.01

(iv) Loans 1,545.56

(13.60) 1,531.96

(v) Others 732.80

732.80

(b) Other Current Assets 5,603.62

5,603.62

8,156.31

(14.37) 8,141.94


(157.97) 11,020.26

A. Reconciliation of equity as at beginning of April 1, 2016 (date of transition to Ind-AS)

The following reconciliations provides the effect of transition to Ind-AS from IGAAP in accordance with Ind-AS

101:




Equity

(a) Equity share capital 1,512.76 1,512.76

(b) Other Equity 1,807.37 (157.97) 1,649.40

3,320.13 (157.97) 3,162.16

LIABILITIES



(i) Borrowings 45.77 45.77

(b) Provisions 4.96 4.96

50.73 - 50.73



(i) Trade Payables 13.12 13.12

(ii) Other financial liabilities 102.06 102.06

(b) Other current liabilities 7,692.19 7,692.19

(c) Provisions - -

7,807.37 - 7,807.37

Total Equity and Liabilities 11,178.23 (157.97) 11,020.26

* The Indian GAAP figures have been reclassified to conform to Ind-AS presentation requirements for the purpose

of this note.

(INR in Lakhs)

Particulars Indian GAAP * Effects of

transition

to Ind-AS

Ind-AS

Notes :

1. Investment in Financial Assets

Under Indian GAAP, investment in preference shares were recorded at cost. Under Ind-AS, investment in preference

shares are recorded at present value by discounting the cash of investments in preference shares at an appropriate

discounting rate. Accordingly effect of the same has been effected by reducing investments in preference shares by INR

204.18 lakhs and with a corresponding decrease in retained earnings of INR 147.37 lakhs and deferred tax liability of INR

56.80 lakhs as at April 1, 2016.

2. Secured Loan

Under Indian GAAP, transaction costs incurred in connection with borrowings are charged to profit or loss/ capitalised as

and when incurred. Under Ind-AS, transaction costs are included in the initial recognition amount of financial liability and

charged to profit or loss/ capitalised using the effective interest method. Accordingly, borrowings have been decreased by

INR 13.60 lakhs with a corresponding increase in retained earnings of INR 9.82 lakhs, decrease in deferred tax liability of

INR 3.78 lakhs as at April 1, 2016.

3. Trade Receivables

Under Indian GAAP, the Company has created provision for impairment of trade receivables consists only in respect of

specific amount for incurred losses. Under Ind-AS, impairment allowance has been determined based on Expected Credit

Loss model (ECL). Accordingly, trade receivables have been reduced by INR 0.77 lakhs with a corresponding decrease in

retained earnings of INR 0.56 lakhs and deferred tax liability of INR 0.21 lakhs as at April 1, 2016.




(INR in Lakhs)

Particulars Indian GAAP * Effects of transition

to Ind-AS

Ind-AS

I ASSETS


(a) Property, Plant and Equipment 150.09 150.09

(b) Capital Work-In-Progress - -

(c) Intangible Assets 32.58 32.58

(d) Financial Assets - -

(i) Investments 155.89 155.89

(ii) Others 2,116.76 (151.94) 1,964.82

(e) Deferred Tax Liabilities (Net) (14.20) 45.08 30.88

(e) Other Non Current Assets 124.65 124.65

2,565.77 (106.86) 2,458.91

2. Current Assets

(a) Financial Assets - -

(i) Trade Receivables 275.38 (2.26) 273.12

(ii) Cash and Cash Equivalents 78.06 78.06

(iv) Loans 1,500.59 (7.85) 1,492.74

(v) Others 23.18 23.18

(b) Other Current Assets 3,959.90 3,959.90

5,837.11 (10.11) 5,827.00

Total Assets 8,402.88 (116.97) 8,285.91


Equity

(a) Equity share capital 1,512.76 1,512.76

(b) Other Equity 1,877.75 (116.97) 1,760.78

3,390.51 (116.97) 3,273.54

LIABILITIES



(i) Borrowings 32.44 32.44

(b) Provisions 5.93 5.93

38.37 - 38.37



(i) Trade Payables 28.88 28.88

(ii) Other financial liabilities 103.33 103.33

(b) Other current liabilities 4,841.79 4,841.79

(c) Provisions - -

4,974.00 - 4,974.00

Total Equity and Liabilities 8,402.88 (116.97) 8,285.91

B. Reconciliation of equity as at March 31, 2017

* The Indian GAAP figures have been reclassified to conform to Ind-AS presentation requirements for the purpose of this

note.



Notes :






42.27 lakhs as at March 31, 2017.





retained earnings of INR 0.48 lakhs and deferred tax liability of INR 0.15 lakhs as at March 31, 2017.

3. Secured Loan




INR 0.25 lakhs with a corresponding increase in retained earnings of INR 0.16 lakhs, decrease in deferred tax liability of INR


(INR in Lakhs)


to Ind-AS

Ind-AS

I Revenue

Net Revenue from Operations 1,293.26

-

1,293.26

Other Income 134.61

58.00

192.61


58.00

1,485.87

II Expenses

Operating Expenses 1,042.33

-

1,042.33 Employee Benefit Expenses 107.46

-

107.46

Depreciation and Amortization 28.69

-

28.69

Finance Costs 5.26

-

5.26

Other Expenses 128.70

1.49

130.19


1.49

1,313.93

III Profit/(loss) before tax (I- II) 115.43

56.51

171.94


Current Tax 43.05

-

43.05

MAT Credit Entitlement 0.07

-

0.07

Deferred Tax 1.71

-

1.71

V Profit for the year (III-IV) 70.60

56.51

127.11



Re-measurement gains/ (losses) on defined benefit -

-

-

Tax effect -

Other Comprehensive Income for the year, net of tax -

-

-

VII Total Comprehensive Income for the year (V+VI)

(Comprising Profit and Other Comprehensive

Income for the year), net of tax

70.60

56.51

127.11

C. Reconciliation of Total Comprehensive Income for the year ended March 31, 2017


note.



Notes :

1. Interest Income

As per the requirements of Ind-AS 109, notional income of INR 58.00 Lakhs for interest on preference shares and loans

given under the head "Other Income" is recognised during the financial year 2016-17.

2. Allowance for credit losses

As per Ind-AS 109, the Company is required to apply expected credit loss model for recognising the allowance for doubtful

debts. As a result, the allowance for doubtful debts is decreased by INR 1.49 lakhs.

(INR in Lakhs)


to Ind-AS

Ind-AS

Net cash flow from operating activities (2,129.71) (2,082.71) (47.00)

Net cash flow from investing activities 2,198.35 2,080.72 117.63

Net cash flow from financing activities (18.59) 1.99 (20.58)

Net increase/ (decrease) in cash and cash equivalents 50.05 0.00 50.05

Cash and cash equivalents at April 1, 2016 28.01 - 28.01

Cash and cash equivalents at March 31, 2017 78.06 - 78.06

D. Impact of Ind-AS adoption on the statement of cash flows for the year ended March 31, 2017


note.


Note 5 : Property, Plant and Equipment

(INR in Lakhs)

ParticularsOffice

Premises

Computer

Equipment

Furniture

and

Fixtures

Motor VehiclesOffice

EquipmentTotal Capital WIP

Gross Carrying Amount as at April 1, 2016 53.82

2.56

3.21

119.20

7.82

186.61 -

Additions / Transfer -

-

-

-

-

- -

Disposals -

-

-

-

-

- -

As at March 31, 2017 53.82

2.56

3.21

119.20

7.82

186.61 -


-

-

-

-

- 124.65

Disposals -

-

-

-

-

- -

As at March 31, 2018 53.82

2.56

3.21

119.20

7.82

186.61 124.65

Accumulated depreciation as at April 1, 2016 3.90

2.56

0.43

10.79

2.16

19.84 -

Depreciation charge during the year 0.85

-

0.31

13.95

1.56

16.67 -

Accumulated depreciation on deletions -

-

-

-

-

- -

As at March 31, 2017 4.75

2.56

0.74

24.74

3.72

36.51 -


-

0.31

13.95

1.56

16.67 -


-

-

-

-

- -

As at March 31, 2018 5.60 2.56 1.05 38.69 5.28 53.18 -

Net carrying amount as at March 31, 2018 48.22 - 2.16 80.51 2.54 133.43 124.65

Net carrying amount as at March 31, 2017 49.07 - 2.47 94.46 4.10 150.10 -

Net carrying amount as at April 1, 2016 49.92 - 2.78 108.41 5.66 166.77 -




Note 6 : Intangible Assets

(INR in Lakhs)

ParticularsComputer

Software


Additions -

Disposals -

As at March 31, 2017 60.15

Additions -

Disposals -

As at March 31, 2017 60.15

Accumulated amortisation and impairment

As at April 01, 2016 15.56

Amortisation charge during the year 12.01

Disposals -

As at March 31, 2017 27.57


Disposals -

As at March 31, 2018 39.57

Net carrying amount as at March 31, 2018 20.58


Net carrying amount as at April 01, 2016 44.59




Note 7 : Non-Current Financial Assets - Investments (INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

a) Unquoted

Investment in Equity Instruments of Subsidiary (valued at cost) (Refer Note (ii)

80.00 80.00 80.00

Investment in Equity Instruments

Investment carried at Fair Value through Profit or Loss Account (FVTPL)

0.26 0.26 0.26- -

-

0.10 0.10 0.10- -

-

0.10 0.10 0.10- -

-

0.17 0.17 0.17- -

-

0.28 0.28 0.28- -

-

0.07 0.07 0.07- -

-

10.91 10.91

-

- -

-

64.00 64.00

-

- -

-

2,232.78 - -

2,388.67 155.89 80.98

Particulars

2,10,000 Equity Shares of Choice Realty Private Limited of Rs.10 each fully paid up March 31, 2017: 2,10,000; April

1, 2016: 2,10,000)

Total

2,550 Equity Shares of Aquastel Purification System Pvt Ltd.of Rs.10 each fully paid up March 31, 2017: 2,550;

April 1, 2016: 2,550)

1,000 Equity Shares of Bell Tools Ltd.of Rs.10 each fully paid up March 31, 2017: 1,000; April 1, 2016: 1,000)

1,000 Equity Shares of Munirabad Trading Ltd.of Rs.10 each fully paid up March 31, 2017: 1,000; April 1, 2016:

1,000)

1,714 Equity Shares of Park Tools Limitedof Rs.10 each fully paid up March 31, 2017: 1,714; April 1, 2016:

1,714)

2,750 Equity Shares of Candy Filters Bombay Limitedof Rs.10 each fully paid up March 31, 2017: 2,750; April 1,

2016: 2,750)

725 Equity Shares of Siddhpad Trading Private Limitedof Rs.10 each fully paid up March 31, 2017: 725; April 1,

2016: 725)

1,09,166 Equity Shares of Siya Embrowdery Private Limitedof Rs.10 each fully paid up March 31, 2017: 1,09,166;

April 1, 2016: Nil)

1,28,000 Equity Shares of Sudarshan Extrusion Private Limitedof Rs.10 each fully paid up March 31, 2017:

1,28,000; April 1, 2016: Nil)

2,02,980 Equity Shares of Zoom Trade & Realty Limited of Rs.10 each fully paid up March 31, 2017: Nil; April 1,

2016: Nil)

Note 8 : Non-Current Financial Assets - Others

(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Carried at amortised cost

Advances for preference shares - 982.67 930.42

Accrued interest on deposits - 4.29 3.09

Advances to related parties - 6.55 -

Security Deposits - 15.00 15.04

Other Advances 1,037.83 956.31 1,466.12

1,037.83 1,964.82 2,414.67

Particulars

Total

(iii) The fair value of quoted mutual fund units are based on quoted net asset value at the reporting date.

(ii) Investment at fair value through profit and loss reflect investment in quoted and unquoted equity securities.

Note (i) : Terms of conversion :

Note 9 - Deferred Tax Liabilities (Net)

The major components of deferred tax Liabilities/ (Assets) as recognized in the financial statements are as follows: (INR in Lakhs)

As at

March 31, 2018

Year Ended

March 31, 2017

As at

April 1, 2016

Deferred Tax Liabilities/ (Assets) arising on account of timing differences in:

Property, Plant and Equipment including Intangible Assets - Depreciation (11.93) (16.03) (15.66)

Gratuity 1.79 1.83 1.53

Preference Shares 26.92 42.27 56.80

ECL 0.15 0.63 0.21

Loans 0.40 2.18 3.78

17.33 30.88 46.66

Particulars

Deferred Tax Liabilities (net)



Note 10 : Other Non-Current Assets (INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Projects In Progress -

124.65

124.65

-

124.65

124.65

Note 11 - Current Financial Assets - Trade Receivables(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Unsecured

183.93 273.12

245.55

Considered Doubtful 0.53 2.26

0.77

184.46 275.38 246.32

Less: Allowances for credit losses 0.53 2.26

0.77

183.93 273.12 245.55

Trade Receivables are non interest bearing and terms are generally from 60 to 90 days

Total

Particulars

Considered Good

Particulars

Total


Note 12 - Current Financial Assets - Cash and Cash Equivalents (INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Bank Balances

- In current accounts 62.79 5.67 3.52

181.25

69.32 24.42

Cash on Hand 1.53

3.07 0.07

245.57

78.06 28.01

Note 13 - Current Financial Assets - Loans (INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Unsecured, considered good

Other Receivables 4,305.16 1,245.31 1,128.26

Advance to related Parties 34.05 - -

Balance with statutory/revenue authorities - 217.93 356.15

Deposits - 29.50 45.30

Advances to Employees - - 2.25

4,339.21 1,492.74 1,531.96

Particulars

Total

Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company, and earn interest

at the applicable short-term deposit bank rates.

- In fixed deposits with maturity of less than 3 months

Total

Particulars

Note 14 - Current Financial Assets - Others(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Advances given for Investments -

- 732.48

Deposits 52.87

- -

Accrued Interest on deposits -

3.18 0.32

Project In Process -

20.00 -

52.87

23.18 732.80

Note 15 : Other Current Assets(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Unbilled Revenue 285.00 - -

Advance to related party - -

Advance given to Vendors - 3,959.29 5,603.53

Prepaid Expenses 2.62 0.61 0.09

287.62 3,959.90 5,603.62

Particulars

Total

Total

Particulars




Note 16 : Current Tax Assests (Net): (INR in Lakhs)

As at As at As at

183.67

Less: Provision for Income (29.20)

154.47 - -

The gross movement in the current income tax asset/ (liability) for the year ended March 31, 2018 and March 31, 2017 is as follows:(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

Net current income tax asset/ (liability) at the beginning - -

Add : Current income tax expense 29.20 43.05

Less: Income tax paid (net of refund, if any) (183.67) (43.05)

Net current income tax asset/ (liability) at the end 154.47 -

Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for March 31, 2018 and March 2017: (INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

Accounting profit before tax from continuing operations 139.29 171.93

Tax at income tax at the rate of 30.9% (March 31, 2017: 33.063%) 43.04 56.85

Adjustments of tax effect of allowable and non-allowable income and expenses:

Difference in Depreciation and Amortisation - (0.40)

Donation - 2.57

Gratuity - 0.32

Finance income on loans / preference shares accounted as financial assets - 15.70

Expected Credit Loss - 0.49

MAT Credit Entitlement - (0.07)

Other Items (Including Round Off) 7.16 2.53

Deferred Tax Expenses for the year (10.50) (17.43)

39.70 60.55

Particulars

Total

Particulars

Income Tax Assets

Particulars

(a) Terms / rights attached to:

Equity Shares

(b) Reconciliation of number of shares outstanding at the beginning and at the end of the reporting year

The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the

Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation,the equity share holders are eligible to

receive the remaining assets of the company after distribution of all preferential amounts in proportion to their share holding.

Note 17 - Share Capital (INR in Lakhs)

Particulars As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Authorised Capital

1,600.00

1,600.00 1,600.00

1,600.00

1,600.00 1,600.00

Issued, Subscribed and Paid up Capital

1,512.76 1,512.76 1,512.76

1,512.76 1,512.76 1,512.76 Total

15,127,600 (March 31, 2017: 15,127,600, April 01, 2016: 15,127,600) Equity shares of Rs. 10 each


Equity Shares:

Number of Amount Number of Amount

151.28

1,512.80 151.28 1,512.80

-

- - -

Balance as at the end of the year 151.28 1,512.80 151.28 1,512.80

As at March 31, 2017Particulars

Balance as at the Beginning of the year

Add: Shares allotted as bonus shares

As at March 31, 2018

(c) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company:

Equity Shares

Number of % Number of % Number of %

Choice International Ltd. 59.53

39.35% 54.18

35.81% 54.18 35.81%

Manasvi Consultancy Private Limited -

0.00% 13.64

9.02% 11.00 7.27%

Azura Projects Pvt. Ltd. 28.81 19.04% 8.10 5.35% 8.10 5.35%

Alken Management And Financial Services Private Limited - 0.00% 10.33 6.83% 10.33 6.83%

As per the records of the Company, including its register of the members and other declarations received from the shareholder regarding beneficial interest,the above

shareholding represent both legal and beneficial ownerships of shares.

As at April 1, 2016Shares held by

As at March 31, 2017As at March 31, 2018




Note 17 - Other Equity(INR in Lakhs)

Particulars As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

General Reserve 30.00 30.00 30.00

Securities Premium Reserve 1,400.00 1,400.00 1,400.00

Retained Earnings 438.29 330.78 219.40

Total 1,868.29 1,760.78 1,649.40

(i) General Reserve (INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

Balance as at the beginning of the year 30.00 30.00

Add : Additions during the year - -

Balance as at the end of the year 30.00 30.00

(ii) Securities Premium Reserve:

(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

Balance as at the beginning of the year 1,400.00 1,400.00

Add : Additions during the year

Balance as at the end of the year 1,400.00 1,400.00

(iii) Retained Earnings:

(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017


Add: Profit for the year 105.42 111.38

Add: Items of Other Comprehensive Income recognised directly in Retained Earnings 2.09 -

Re-measurement gains/ (losses) on defined benefit obligations (net of tax)


Particulars

Particulars

Particulars

Note 18 - Non-Current Financial Liabilities - Borrowings(INR in Lakhs)

Particulars As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Secured Term Loans* (Refer Note (a) below)

Rupee Term Loans from Banks 32.44

32.44 45.77

Unsecured Loans* 264.95

297.39 32.44 45.77

(a) Nature of security and terms of repayment for Secured Borrowings :

Notes:

Rupee Term Loan from ICICI Bank amounting to Rs. 32.44 lakhs (March 31, 2017 : Rs. 45.77 lakhs, April 1, 2016 : Rs. 57.83 lakhs)

secured by the vehicles purchased from the loan proceedings.

Nature of Security

Total Non-Current Borrowings

Terms of Repayment

The loan is repayable in 60 monthly

principal instalments and interest

payable @ 10.03%, ending in April

2020.

Note 19 - Non-Current Provisions (INR in Lakhs)

As at

March 31, 2018

Year Ended

March 31, 2017

As at

April 1, 2016

Provision for Employee Benefits:

Provision for Gratuity (Refer Note 37 ) 6.38 5.93 4.96

6.38 5.93 4.96

Particulars

Total




Movement in Deferred Tax Liabilities/ (Assets) (INR in Lakhs)

Particular

As at April 1, 2016 56.80

3.78

0.21

(15.66) 1.53 (13.92)

Charged/ (Credited):

To Profit or Loss -14.53 -1.6 0.42

(0.37) - 0.05

To Other Comprehensive Income - 0.30

As at March 31, 2017 42.27 2.18 0.63 (16.03) 1.83 (13.87)


To Profit or Loss (15.35) (1.78) (0.48) 4.10 - 3.62

To Other Comprehensive Income - (0.04)

As at March 31, 2018 26.92 0.40 0.15 (11.93) 1.79 (10.25)

ECLPreference

SharesDepreciationLoans Gratuity Total

Note 20 - Current Financial Liabilities - Trade Payables (INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

- - -

Others 488.58 28.88 13.12

488.58

28.88 13.12

Note 21 - Current Financial Liabilities - Others(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Current Maturities of Long-Term Debt:Rupee Term Loans from Banks (Refer Note 18 above) - 13.33 12.06

Other Advances - 90.00 90.00

- 103.33 102.06

Note 22 - Other Current Liabilities

(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

20.03 7.04 6.47

Advance from Customers 4,776.69 4,834.75 7,685.72

Employee Related Liabilities 15.97

- -

4,812.69 4,841.79 7,692.19

Note 23 : Current Provisions:(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Provision for Employee benefits:

Provision for Gratuity (Refer Note 37) 0.05 - -

0.05 - -

Particulars

Trade Payable

Total

Dues to Micro and Small Enterprises

Total

Particulars

Total

Particulars

Particulars

Total

Statutory Tax Payable (Including Provident Fund, Tax Deducted at Source and other indirect taxes)




Note 24 : Revenue from Operations (INR in lakhs)

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

Sale of Products:

Finished Goods 1,987.70 1,293.25

1,987.70 1,293.25

Note:- The amount of revenues are exclusive of indirect taxes (value added tax, goods and service tax, etc.).

Note 25 : Other Income (INR in lakhs)

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

Interest Income on

- Fixed Deposits with Banks 8.95 2.94

- Income Tax Refund 9.81 15.40

- Others 315.35 174.27

334.11 192.61

Note 26 : Operating Expenses(Rs. in Lakhs)

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

Sub-Contract Charges 1,519.52 1,042.33 1,519.52

1,042.33

Note 27 : Employee Benefits Expenses(INR in lakhs)

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

Salaries and incentives 339.14

106.49

Director Sitting Fees 0.60

Gratuity 0.50

Contributions to Provident and Other Funds 9.28

0.97

349.52

107.46

Note 28 : Depreciation and Amortisation Expenses(INR in lakhs)

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

Depreciation on tangible assets (Refer Note 5) 16.68

16.68

Amortisation on tangible assets (Refer Note 6) 12.00

12.01

28.68

28.69

Total

Particulars

Particulars

Total

Particulars

Total

Particulars

Total

Particulars




Note 29 : Finance Costs(INR in lakhs)

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

Interest Expense

- On Term Loans 3.99

5.26

- On Others 5.95

Bank Charges & Commission 2.28

1.99

12.22

7.25

Particulars

Total

Note 30 : Other Expenses(INR in lakhs)

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

Business promotion expenses 49.17 6.42

Lidar Survey Expenses 73.75 -

Tender Fees Charges 3.16 -

Brokerage - 35.22

Electricity Charges 0.78 0.53

Communication expenses 0.23 0.16

Canteen Expenses - -

Director Sitting Fees - 0.60

Donation 9.31 15.02

General expenses 12.75 0.22

Legal and professional 29.52 13.39 Listing & membership fees - 2.45 Marketing & advertisement expenses - 9.27 Printing and stationery 23.26 0.01 Rent including lease rentals 14.50 27.00 Repairs & maintenance 6.75 1.06 Rates & taxes 3.23 6.65 Excpected Credit Losses 0.53 1.49 Registrar & Share Transfer Charges - 1.12

Training & Staff welfare Expenses -

0.97

Traveling & Conveyance expenses 40.17

4.63

Vehicle Expenses 5.07

1.59

Water Expenses -

-

Payment to auditors: -

-

- Statutory audit fees 0.35

0.30

- Tax audit fees 0.05

0.10

272.58

128.20

Total

Particulars




Note 31 : Earnings Per Share (INR in lakhs)

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

99.59

111.38

151.28 151.28

Face Value per Equity Share (INR) 10 10

Basic and Diluted EPS (INR) 0.66 0.74

Weighted average number of Equity Shares (In Lakhs) outstanding during

the year

Particulars

Net Profit after tax attributable to Equity Shareholders for Basic and

Diluted EPS

Note 32:- Financial Assets at Amortised Cost Method

The carrying value of the following financial assets recognised at amortised cost:(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Non-Current Financial Assets

Others 1,037.83

1,964.82

2,414.67

Current Financial Assets

Trade receivables 183.93

273.12

245.55

Cash and Cash Equivalents 245.57

78.06 28.01

Loans 4,339.21

1,492.74

1,531.96

Others 52.87 23.18 732.80

Total 5,859.41 3,831.92 4,952.99

Note: The fair value of the above financial assets are approximately equivalent to carrying values as recognised above.

Note 33:- Financial Liabilities at Amortised Cost Method

The carrying value of the following financial liabilities recognised at amortised cost:(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Non-Current Financial Liabilities

Borrowings 297.39 32.44 45.77

Current Financial Liabilities

Trade Payable 488.58

28.88 13.12

Other Financial Liabilities -

103.33

102.06

Total 785.97

164.65

160.95

Note: The fair value of the above financial liabilities are approximately equivalent to carrying values as recognised above.

Note 34:- Financial Assets at Fair Value Through Profit or Loss

The carrying value of the following financial assets recognised at fair value through profit or loss:(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016


Investments 2,388.67 155.89 80.98

Total 2,388.67 155.89 80.98

Particulars

Particulars

Particulars

Note: The above investments are quoted instruments in active markets and the same is recognised at fair value. Fair value measurement is done

considering the Level -1 of Fair Value Hierarchy as per the Ind-AS 113.




Note 35:- Financial Risk Management Objectives and Policies

The Company’s principal financial liabilities comprise of loans and borrowings, trade and other payables.The main purpose of these financial liabilities

is to finance the Company’s operations directly or indirectly. The Company’s principal financial assets include investments, loans, trade and other

receivables, cash and cash equivalents that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The below note explains the sources of risk which the entity is exposed to and

how the entity manages the risk :

Risk Measurement Management

Credit Risk

Liquidity Risk

Market Risk - foreign exchange

Market Risk - interest rate

Availability of committed credit lines and

borrowing facilities

Diversification of Existing credit limits

Unutilised from Consortium Bankers.

Future commercial transactions.

Recognised financial liabilities not

denominated in Indian Rupee (INR)

Cash flow forecasting

and Sensitivity analysis

Forward foreign exchange contracts.

Exposure arising from

Cash and cash equivalents, trade

receivables, financial instruments,

Fixed Deposit with Banks, financial

assets measured at amortised cost.

Long-Term borrowings at variable

rates

Borrowings and other liabilities Rolling cash flow

forecasts

Aging analysis and

Credit ratings

Sensitivity analysis Interest rate swaps

Credit Risk

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

financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing

activities, including Fixed deposits with banks and financial institutions and other financial instruments.

Trade receivables

Customer credit risk is managed by the Company’s established policy, procedures and control relating to customer credit risk

management. The Company is in the business of manufacturing and trading of Chemical,Fertilisers and Dyes intermediate. Credit quality

of a customer is assessed by the management on regular basis with market information and individual credit limits are defined

accordingly. Outstanding customer receivables are regularly monitored and any further services to major customers are approved by the

senior management.

An impairment analysis is performed at each reporting date on an individual basis for major customers. In addition, a large number of

minor receivables are grouped into homogenous groups and assessed for impairment collectively. The maximum exposure to credit risk

at the reporting date is the carrying value of each class of financial assets disclosed in Note 11.

On account of adoption of Ind-AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company

uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account

available external and internal credit risk factors and the Company's historical experience for customers.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s finance department in accordance with the

Company’s policy. Investments of surplus funds are made generally in the fixed deposits and for funding to subsidiary company. The

investment limits are set to minimise the concentration of risks and therefore mitigate financial loss to make payments for vendors.

The Company’s maximum exposure to credit risk for the components of the balance sheet at March 31, 2018 and March 31, 2017 is the

carrying amounts as stated in balance sheet except for balances of subsidiary company.

Liquidity Risk

The Company monitors its risk of a shortage of funds using a liquidity planning tool.

The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans and

unsecured loans. The Company has access to a sufficient variety of sources of funding which can be rolled over with existing lenders. The

Company believes that the working capital is sufficient to meet its current requirements.




The table below provides details regarding the maturities of significant financial liabilities as of March 31, 2018, March 31, 2017 and April

1, 2016:

(INR in Lakhs)

Particulars Less than 3

Months

3 to 12

months

1 to 5 years > 5 years Total

Year ended March 31, 2018

Secured Loans ` -

32.44

-

32.44

Trade Payables 488.58

-

-

-

488.58

Others -

-

-

-

-


Secured Loans 13.33

45.77 - - 59.10


-

-

-

28.88

Others 103.33

-

-

-

103.33

Year ended April 1, 2016

Secured Loans 12.06 13.33 32.44 - 57.83

Trade Payables 13.12 - - - 13.12

Others - - 102.06 - 102.06

The table below provides details regarding the maturities of significant financial liabilities as of March 31, 2018, March 31, 2017 and April

1, 2016: Market Risk

Market risk comprises two types of risk: interest rate risk and currency risk. Financial instruments affected by market risk include loans

and borrowings and deposits

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. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt

obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. The

Company’s policy is to keep balance between its borrowings at fixed rates of interest.The difference between fixed and variable rate

interest amounts calculated by reference to an agreed-upon notional principal amount.

The exposure of the Company to interest rate changes at the end of the reporting period are as under:(INR in Lakhs)

ParticularsAs at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Fixed Rate Borrowing 32.44

45.77 57.83

Total 32.44 45.77 57.83




Equity price risk

The Company’s unlisted equity securities are of subsidiary and deemed cost of the same are taken as previous GAAP carrying value (i.e.

cost of acquisition). The value of the financial instruments is not material and accordingly any change in the value of these investments

will not affect materially the profit or loss of the Company.

Note 36:- Capital Management

For the purpose of the Company’s capital management, capital includes issued equity share capital, securities premium and all other

reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to maximise

the value of the share and to reduce the cost of capital.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of

the financial covenants. To maintain or adjust the capital structure, the Company can adjust the dividend payment to shareholders, issue

new shares, etc. The Company monitors capital using a gearing ratio, which is net debt divided by total equity. The Company includes

within net debt, interest bearing loans and borrowings, less cash and cash equivalents.

(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

A) Net Debt

Borrowings (Current and Non-Current) 297.39

45.77 45.77

Net Debt (A) 297.39

45.77 45.77

B) Equity

Equity share capital 1,512.76

1,512.76

1,512.76

Other Equity 1,868.29

1,760.78

1,649.40

Total Equity (B) 3,381.05

3,273.54

3,162.16

8.80% 1.40% 1.45%Gearing Ratio (Net Debt / Capital) i.e. (A / B)

Particulars




Note 37:- Employee Benefits:

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

I. Defined Contribution Plans

a. Employers' Contribution to Provident Fund and Employee’s Pension Scheme

During the year, the Company has incurred and recognised the following amounts in the Statement of Profit and Loss:

Year ended Year ended

March 31, 2018 March 31, 2017

(INR in lakhs) (INR in lakhs)

Employers' Contribution to Provident Fund and Employee’s Pension Scheme 9.28

0.97

9.28

0.97

II. Defined Benefit Plan

Gratuity Fund

a. Major Assumptions (% p.a.) (% p.a.)

Discount Rate 7.70% N.A.

Salary Escalation Rate @ 6.00% N.A.

Expected Rate of Return Not Applicable Not Applicable

Employee Turnover 5.00% 5.00%

Total Expenses recognised in the Statement of Profit and Loss (Refer Note 33)

@ The estimates for future salary increases considered takes into

account the inflation, seniority, promotion and other relevant factors.

b. Change in Present Value of Obligation (INR in lakhs) (INR in lakhs)

Present Value of Obligation as at the beginning of the year 5.92

-

Current Service Cost 2.94

-

Past Service Cost -

-

Interest Cost 0.46

-

Benefit paid -

-

Remeasurements - Actuarial (Gain)/ Loss on Obligations (2.89)

-

Present Value of Obligation as at the end of the year 6.43

-

c. Change in Fair value of Plan Assets

Fair value of Plan Assets, Beginning of Period - -

Expected Return on Plan Assets - -

Actual Company Contributions - -

Actual Plan Participants' Contributions - -

Changes in Foreign Currency Exchange Rates - -

Actuarial Gains/(Losses) - -

Benefit Paid - -

Fair value of Plan Assets at the end of the year -

-

d. Reconciliation of Present Value of Defined Benefit Obligation (INR in lakhs) (INR in lakhs)

and the Fair Value of Assets

Present Value of Obligation 6.43

-

Fair Value of Plan Assets -

-

Funded Status (6.43)

-

Present Value of Unfunded Obligation 6.43

-

6.43 -

e. Expenses Recognised in the Statement of Profit and Loss (INR in lakhs) (INR in lakhs)

Current Service Cost 2.94 -

Past Service Cost - -

Interest Cost 0.46 -


Actuarial Losses Recognised in the year (2.89) -

0.51 -

Unfunded Net Liability recognised in the Balance Sheet disclosed under

Non Current Provision and Current Provision (Refer Note 20 and 27

Total expenses recognised in the Statement of Profit and Loss ( Refer




f. Amounts recognised in the Balance Sheet (INR in lakhs) (INR in lakhs)

Present Value of Obligation as at year end (6.43) -

Fair Value of Plan Assets as at year end -

-

Unfunded Net Liability recognised in the Balance Sheet disclosed under Non Current Provision and

Current Provision (Refer Note 19 and 23)

6.43

-

IV. Sensitivity Analysis

The below sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is

unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit

obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the

projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability

recognised in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change

compared to the prior period.

a. Gratuity

A quantitative sensitivity analysis for significant assumption as at March 31, 2018 and March 31, 2017 are as shown below:

Particulars


March 31, 2018 + 1% (2.89)

+ 1% 0.06

- 1% 2.89

- 1% (0.06) -

March 31, 2017 + 1% -

+ 1% (0.06)

- 1% -

- 1% 0.06

V. Risk Exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed:

Interest risk

Longevity risk

Salary risk

A decrease in the market yields in the government bond will increase the plan liability.

The present value of defined benefit plan liability is calculated using a discount rate which is determined by

reference to the best estimate of the mortality of plan participants both during and after employment.An

increase in the life expectancy of the plan participants will increase the plan's liability.

The present value of defined benefit plan liability is calculated using a discount rate which is determinedby

reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants

will increase the plan's liability.

Change in

Discount Rate

Change in Salary

Escalation Rate

Increase/

(Decrease) in

Present Value of

Obligations

Increase/ (Decrease)

in Present Value of

Obligations

NOTE 38:- RELATED PARTY DISCLOSURE

a. Details of Related Parties

Choice Realty Private Limited

Choice International

Limited

Govind Ram Patodia (Managing Director)

Bindi Vinay Vora (CFO)

Sweta Rameshkumar Bajaj (Company Secretary)

Varsha Patodia (Relative of MD)

Samank Consumer Products Private Limited

Clear Displays Private Limited

JBS Realty And Development Private Limited

BHS Realty And Development Private Limited

Samank Apparels Private Limited

Anaya Trading Private Limited

Notes:

2) Related party transactions have been disclosed till the time the relationship existed.

Description of Relationship

a. Subsidiary Company

1) The list of related parties above has been limited to entities with which transactions have taken place during the year.

Names of Related Parties

b. Investing Party of which the reporting company is an

associate

c. Key Management Personnel (KMP) and their relatives

d. Enterprises over which KMP excercises significant

influence




b. Details of Related Party transactions during the year ended March 31, 2018

(INR in Lakhs)

ParticularsHolding

CompanySubsidiary

Investing party of

which the reporting

company is an

associate

KMP and their

relativesTotal

Loan taken from 22,000 - - 16,304,916 16,326,916

- - - - -

Loan repaid 22,000 - - - 22,000

- - - - -

Loan given to - 1,950,000 - - 1,950,000

- (655,000) - - (655,000)

Lease rental paid to - - - - -

- - (2,100,000) - (2,100,000)

Salaries & Perquisits - - - 2,915,080 2,915,080

- - - (2,773,200) (2,773,200)

Balances outstanding at the end of the year

Short term loans & advances - 3,405,000 - - 3,405,000

- (655,000) - - (655,000)

Note 39:- Previous Years' Figures:

The accompanying notes are an integral part of these financial statements

The financial statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under

Section 133 of the Companies Act, 2013 and other recognised accounting practices and polices to the extent applicable. The Company has adopted

Ind-AS on April 1, 2017 with the transition date as April 1, 2016, and adoptionwas carried out in accordance with Ind-AS 101 - First Time Adoptionof

Indian Accounting Standards. The previous period's figures have been regrouped or rearranged wherever necessary.








Company Secretary

Place : Mumbai

Date : May 28, 2018

Sd/- Sd/- Sd/-

Sd/-


CONSOLIDATED AUDITORS REPORT

INDEPENDENT AUDITORS’ REPORT

To the Members of Aqua Pumps Infra Ventures Limited,

Report on the Consolidated Ind AS Financial Statements

1. We have audited the accompanying consolidated Ind AS financial statements of Aqua Pumps Infra Ventures Limited (‘the

Company’/ ‘the Holding Company’) and its subsidiary (the Holding Company and its subsidiary together referred to as ‘the

Group’), comprising of the Consolidated Balance Sheet as at March 31, 2018, the Consolidated Statement of Profit and

Loss (including Other Comprehensive Income), the Consolidated Statement of Cash Flowsand the Consolidated

Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other

explanatory information (‘hereinafter referred to as the Consolidated Ind AS financial statements’).

Management’s Responsibility for the Consolidated Ind AS Financial Statements

2. The Holding Company’s Board of Directors is responsible for the preparation of these consolidated Ind AS financial

statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true

and fair view of the consolidated financial position, consolidated financial performance (including Other Comprehensive

Income), consolidated cash flows and consolidated changes in equity of the Group in accordance with accounting

principles generally accepted in India including the Indian Accounting Standards (Ind AS) specified in the Companies

(Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. The Holding Company’s Board of

Directors is also responsible for ensuring accuracy of records including financial information considered necessary for the

preparation of Consolidated Ind ASFinancial Statements. The respective Board of Directors of the companies included in

the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act

for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection

and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent;

and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively

for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of

the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or

error, which has been used for the purpose of preparation of the consolidated Ind ASfinancial statements by the Directors

of the Holding Company, as aforesaid.


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

4. While conducting the audit, we have taken into account the provisions of the Act and the Rules made thereunder including

the accounting and auditing standards and matters which are required to be included in the audit report under the

provisions of the Act and the Rules made thereunder.

5. We conducted our audit of the consolidated Ind AS financial statements in accordance with the Standards on Auditing

specified under Section 143(10) of the Act and other

applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and

pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether the consolidatedInd AS financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the

consolidatedInd AS financial statements. The procedures selected depend on the auditors’ judgment, including the

assessment of the risks of material misstatement of the consolidatedInd AS financial statements, whether due to fraud or

error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding

Company’s preparation of the consolidatedInd AS financial statements that give a true and fair view, in order to design

audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the

accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of

Directors, as well as evaluating the overall presentation of the consolidated Ind AS financial statements.


on the consolidated Ind AS financial statements.



Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated

Ind AS financial statements give the information required by the 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 consolidated state of affairs of the Group

as at March 31, 2018, and their consolidated profit (including other comprehensive income), theirconsolidated cash flows

and the consolidated changes in equity for the year ended on that date.

Other Matter

9. The comparative financial information of the Group for the year ended March 31, 2017 and the transition date opening

balance sheet as at April 1, 2016 included in these consolidatedInd AS financial statements, are based on the previously

issued statutory financial statements for the years ended March 31, 2017 and March 31, 2016 prepared in accordance

with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by us, on which we expressed

an unmodified opinion dated April 17, 2017 and May 27, 2016 respectively. The adjustments to those financial statements

for the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us.

10. We did not audit the financial statements of its subsidiary, whose financial statement reflect total assests Rs.768.94 lakhs

as at March 31, 2018, total revenureNil and net cash flows amounting to Rs. 6.48 lakhs for the year ended on that date, as

considered in the consolidated financial statements.

These financial statements have been audited by other auditor whose reports have been furnished to us by the

managements, and our opinion on the consolidated financial statements, in so far as it relates to the amounts and

disclosure included in respect of this subsidiary, and or report in terms of sub section 3 and 11 of the section 143 of

Companies Act 2013, in so far it relates to the aforesaid subsidiary, is based solely on the reports of the other auditor.

Our opinion is not qualified in respect of this matter

Report on Other Legal and Regulatory Requirements

11. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements;

b) In our opinion, proper books of account as required by law maintained by the Holding Company, its subsidiary

included in the Group incorporated in India including relevant records relating to preparation of the aforesaid

consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books and

records of the Holding Company and its subsidiary;

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including other comprehensive

income), the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity dealt with by

this Report are in agreement with the relevant books of account maintained by the Holding Company, its subsidiary

included in the Group incorporated in India including relevant records relating to the preparation of the consolidated

Ind AS financial statements;

d) In our opinion, the aforesaid consolidatedInd AS financial statements comply with the Indian Accounting Standards

specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors of the Holding Company and its subsidiary as

on March 31, 2018 taken on record by the Board of Directors of the Holding Company and its subsidiary company

incorporated in India, none of the directors of the Group companies, incorporated in India is disqualified as on March

31, 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Holding Company and its

subsidiary company incorporated in India and the operating effectiveness of such controls, refer to our separate

Report in Annexure A; and



g) With respect to the other matters to be included in the Auditors’ Report in accordance withRule 11 of the Companies

(Audit and Auditors) Rules, 2014, in our opinion and to the best of ourknowledge and belief and according to the

information and explanations given to us:

(i) There were no pending litigations as atMarch 31, 2018on the consolidated financial position of the Holding

Company and its subsidiary company.

(ii) The Group did not have any long-term contracts including derivative contracts as at March 31, 2018;

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by

the Holding Company and its subsidiary company incorporated in India during the year ended March 31, 2018.




Rishi Sekhri

Partner


Place: Mumbai

Date:May 28, 2018



Annexure A to Independent Auditors’ Report

Referred to in paragraph 10(f) of the Independent Auditors’ Report of even date to the members of Aqua Pumps Infra

Ventures Limited on the Consolidated Ind AS Financial Statements for the year ended March 31, 2018

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

(‘the Act’)

1. In conjunction with our audit of the consolidated Ind-AS financial statements of the Company as of and for the year ended

March 31, 2018, we have audited the internal financial controls over financial reporting of Aqua Pumps Infra Ventures

Limited (hereinafter referred to as “the Holding Company”/ “the Company”) and its subsidiary company, which are

companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

2. The respective Board of Directors of the Holding Company and its subsidiary company, which are companies incorporated

in India, are responsible for establishing and maintaining internal financial controls based on “internal control over

financial reporting criteria established by the Company and its subsidiary company considering the essential components

of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by

the Institute of Chartered Accountants of India (ICAI)”. These responsibilities include the design, implementation and

maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient

conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the

prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely

preparation of reliable financial information, as required under the Companies Act, 2013.


3. Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company and

its subsidiary incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on

Audit of Internal Financial Controls Over Financial Reporting (“the Guidance Note”) and the Standards on Auditing

prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls over financial

reporting, both applicable to an audit of internal financial controls and both issued by the Institute of Chartered

Accountants of India (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.

4. 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 judgment, including the assessment of the

risks of material misstatement of the financial statements, whether due to fraud or error.


on the internal financial controls system over financial reporting of the Company and its subsidiary incorporated in India.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company's internal financial control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles. A company's internal financial control over financial reporting

includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance

with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a

material effect on the financial statements.



Inherent Limitations of Internal Financial Controls Over Financial Reporting

7. 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 inconditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company and its subsidiary incorporated in India have, 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 March 31, 2018, based on the internal control over financial reporting criteria established by the

respective companies considering the essential components of internal control stated in the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.




Rishi Sekhri

Partner


Place: Mumbai

Date: May 28, 2018


CONSOLIDATED FINANCIAL STATEMENT

CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2018

(INR in Lakhs)

As at As at As at

March 31, 2018 March 31, 2017 April 1, 2016

I ASSETS


(a) Property, Plant and Equipment 5 133.41

150.09 166.77

(b) Capital Work-In-Progress 5 124.65 - -

(c) Intangible Assets 6 20.58

32.58 44.59

(d) Financial Assets

(i) Investments 7 2,308.67

75.90

0.98

(ii) Others 8 1,037.83

2,586.42

2,414.67

(e) Deferred Tax Assets (Net) 9 17.33

30.88

46.66

(f) Other Non Current Assets 10 -

237.10

758.40

3,642.47

3,112.97

3,432.07

2. Current Assets


(i) Trade Receivables 11 183.93

273.12

245.55

(ii) Cash and Cash Equivalents 12 252.37

78.38

29.00

(iii) Loans 13 4,305.92

5,457.79

1,534.27

(iv) Others 14 52.87

-

732.80

(b) Other Current Assets 15 1,049.00

21.59

5,706.34

(c) Current Tax Assets (Net) 16 154.47

-

-

5,998.56

5,830.88

8,247.96


8,943.85

11,680.03


Equity

(a) Equity Share Capital 17 1,512.76

1,512.76

1,512.76

(b) Other Equity 17 2,431.42

2,329.05

2,219.56

3,944.18

3,841.81

3,732.32

LIABILITIES



(i) Borrowings 18 297.39

32.44

45.77

(b) Provisions 19 6.38

5.93

4.96

(d) Other Non-Current Liabilities 20 -

89.61

89.61

303.77

127.98

140.34



(ii) Trade Payables 21 488.58

28.94

13.12

(iii) Other Financial Liabilities 22 4,776.74

4,945.12

102.06

(b) Other Current Liabilities 23 127.71

-

7,692.19

(c) Provisions 24 0.05

-

-

5,393.08

4,974.06

7,807.37


8,943.85

11,680.03








Particulars Note

No.

Sd/- Sd/- Sd/-



Company Secretary

Sd/-Place : Mumbai

Date : May 28, 2018


STATEMENT OF CONSOLIDATED PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2018

(INR in Lakhs)

Particulars Note No.For the year ended

March 31, 2018

For the year ended

March 31, 2017

I Revenue

Revenue from Operations 25 1,987.70

1,293.26

Other Income 26 334.11

192.60


1,485.86

II Expenses

Operating Expenses 27 1,519.52

1,042.33

Employee Benefit Expenses 28 351.73

109.13

Depreciation and Amortization Expenses 29 28.68

28.69

Finance Costs 30 12.22

7.26

Other Expenses 31 275.51

128.40


1,315.80

III Profit before tax (I- II) 134.15

170.06


Current Tax 29.20

43.05

MAT Credit Entitlement -

0.07

Deferred Tax -

16.25

Total Tax Expense 29.20

59.37

V Profit for the Year (III-IV) 104.95

110.69



Re-measurement gains/ (losses) on defined benefit obligations 2.89

-

Tax effect on above (0.80)

-

Other Comprehensive Income for the year, net of tax 2.09

-

VII Total Comprehensive Income for the year (V+VI) (Comprising

Profit and Other Comprehensive Income for the year)

107.04

110.69

VIII Earnings Per Share (Face Value INR 10 Per Equity Share): 36

Basic and Diluted (INR) 0.69

0.73









Company Secretary

Place : Mumbai

Date : 28 May, 2018

Sd/- Sd/- Sd/-

Sd/-



CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2018


(INR in Lakhs)

For the year

ended

March 31, 2018

For the year

ended

March 31, 2017

A. Cash Flow from Operating Activities

Net profit before tax 134.15

170.06

Adjustments:

Depreciation and amortisation 28.68

28.69

Finance costs 12.22

7.26

Other Income (0.12)

-

Interest Income (333.99)

(192.60)

Profit on sale of Fixed Assets

(159.06)

13.40

Adjustment for change in Working Capital

Decrease/(Increase) in Trade receivables 89.19

(27.57)

Increase / (Decrease) in Trade Payables 459.64

15.82

Increase / (Decrease) in Other Current Liabilities 127.71

(7,692.19)

Increase / (Decrease) in Other Current Financial Liabilities (168.38)

4,814.12

Decrease/(Increase) in Other Current Financial Assets (52.87)

732.80

Decrease/(Increase) in Other Current Assets (1,094.47)

5,743.98

Decrease/(Increase) in Other Non Current Assets 237.10

521.30

Increase / (Decrease) in Long Term Provisions 3.34

0.97

Increase / (Decrease) in Short Term Provisions 0.05

-

Decrease/(Increase) in Other Non Current Financial Assets 1,548.59

(171.75)

Decrease/(Increase) in Financial assets - loans 1,151.87

(3,923.52)

Cash Generated From Operations 2,142.71

27.36

Income taxes paid (198.02)

(75.08)

Net cash flow from operating activities (A) 1,944.69

(47.72)

B. Cash Flow from Investing Activities

(124.65)

-

Investment in Equity instruments (2,232.77)

(74.92)

Proceeds from sale of Fixed Assets - -

Profit on sale of Fixed Assets - - Interest Income received 333.99 192.60 Net Cash used in Investing Activities (B) (2,023.43) 117.68

C. Cash Flow from Financing Activities

Proceeds from/ (Repayment of) Non-Current Financial Borrowings (net) 264.95

(13.33)

Share Issue Expenses -

-

Finance costs (12.22)

(7.26)

Net Cash from Financing Activities ( C) 252.73

(20.59)

Net cash Increase/(decrease) in cash and cash equivalents (A+B+C) 173.99

49.38

Cash and cash equivalents at the beginning of the year 78.38

29.00

Cash and cash equivalents at the end of the year 252.37

78.38

Net cash Increase/(decrease) in cash and cash equivalent 173.99

49.38

Note:







Particulars

Purchase or construction of Fixed Assets (including capital work-in-

progress and capital advances)

This is the Cash Flow Statement referred to in our report of the even date.

Sd/- Sd/- Sd/-


Company Secretary

Sd/-Place : Mumbai

Date : May 28, 2018


STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2018

A : Equity Share Capital (Equity shares of INR 10 each issued, subscribed and fully paid)

Note No. Numbers in

Lakhs

Amount in

Lakhs

Balance as at the April 1, 2016 151.28

1,512.80

-

-


1,512.80

-

-

Balance at the March 31, 2018 17 151.28

1,512.80

B : Other Equity

(INR in Lakhs)

General Reserve Securities

Premium

Reserve

Retained

Earnings

Balance at the April 1, 2016 30.00

2,040.00

149.56

2,219.56



-

102.73

102.73


-

-

-


2,040.00

252.29

2,322.29



-

107.04

107.04


-

2.09

2.09


2,040.00

361.42

2,431.42

Particulars Note

No.

Reserve and Surplus Total Other

Equity

Particulars



The notes referred to above are an integral part of the financial statements.








Company Secretary

Place : Mumbai

Date : May 28, 2018

Sd/- Sd/- Sd/-

Sd/-



ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2018

Note 1 : Group Overview

Aqua Pumps Infra Ventures Limited (the “Company”) is a Public Limited Company domiciled in India and incorporated on

December 12, 1992 under the provisions of Companies Act, 1956. The company has a wholly owned subsidiary in the name of

“Choice Realty Private Limited” together are considered as (the “Group”). The Group is engaged in the business of multi-

expertise consulting. The Group is preferred partner for mega projects involving direct government & ministries, unilateral &

multilateral companies, further company is an active members of some of the biggest projects in the fields of economic and

urban development across the planet. Company also excel in rehabilitation & resettlement plans, raising state level municipal

development funds, designing e-governance strategy, housing & social development projects, bind issues helping raise funds

& social development. The equity shares of the company were listed on The National Stock Exchange of India Limited and BSE

Limited.

Note 2 : Summary of Significant Accounting Policies

A. Basis of preparation of financial statements

(i) Statement of compliance

These consolidated financial statements have been prepared in accordance with Indian Accounting Standards (“Ind-AS”)

under the historical cost convention on the accrual basis except for certain financial instruments which are measured at

fair values, the provisions of the Companies Act , 2013 (`Act') (to the extent notified) and guidelines issued by the

Securities and Exchange Board of India (SEBI). The Ind-AS are prescribed under Section 133 of the Act read with Rule 3 of

the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment

Rules, 2016.

These consolidated financial statements are the first financial statements of the Group under Ind-AS. The Group has

adopted all the Ind-AS standards and the adoption was carried out in accordance with Ind-AS 101 “First time adoption of

Indian Accounting Standards”. The transition was carried out from Indian Accounting Principles generally accepted in

India as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (IGAAP), which

was the previous GAAP.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted

or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

(ii) Basis of consolidation

The Company consolidates entities which it owns or controls. The consolidated financial statements comprise the

financial statements of the company and its subsidiary Choice Realty Private Limited. Control exists when the parent has

power over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability

to affect those returns by using its power over the entity. Power is demonstrated through existing rights that give the

ability to direct relevant activities, those which significantly affect the entity's returns. The Subsidiary Company is

consolidated from the date control commences until the date control ceases.

The financial statements of the Group companies are consolidated on a line-by-line basis and intra-group balances and

transactions including unrealized gain/ loss from such transactions are eliminated upon consolidation. These financial

statements are prepared by applying uniform accounting policies in use at the Group.

Changes in the Company’s interest in subsidiaries that do not result in a loss of controls are accounted for as equity

transactions. The Carrying amount of the Company’s interests and the non-controlling interests are adjusted to reflect the

changes in their relative interest in the subsidiaries. Any difference between the amount by which the non-controlling

interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and

attributed to owners of the Company.

(iii) Basis of measurement

The financial statements have been prepared on historical cost basis except the following:



• certain financial assets and liabilities are measured at fair value;

• assets held for sale- measured at fair value less cost to sell;

• defined benefit plans- plan assets measured at fair value; and

(iv) Current versus non-current classification

The Group presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is

treated as current when it is expected to be realised or intended to be 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 and cash or

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 and there is no unconditional right to defer

the settlement of the liability for at least twelve months after the reporting period. The Group classifies all other liabilities

as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash

equivalents. The Group has identified twelve months as its operating cycle.

(v) The functional currency of the Group is the Indian Rupee. These financial statements are presented in Indian Rupees and

all values are rounded to the nearest lakhs, except when otherwise stated.

B. Use of estimates

The preparation of the consolidated financial statements in conformity with Ind-AS requires management to make

estimates, judgments and assumptions. These estimates, judgments and assumptions affect the application of

accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities

at the date of the consolidated financial statements and reported amounts of revenues and expenses during the period.

Application of accounting policies that require critical accounting estimates involving complex and subjective judgments

and the use of assumptions in these financial statements have been disclosed in note C below. Accounting estimates

could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates

are made as management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates

are reflected in the financial statements in the period in which changes are made and, if material, their effects are

disclosed in the notes to the financial statements.

C. Critical accounting estimates

(i) Income taxes

The Group's major tax jurisdiction is India. Significant judgements are involved in determining the provision for income

taxes, including amount expected to be paid/ recovered for uncertain tax positions. Also refer to Note 16

(ii) Property, plant and equipment

Property, plant and equipment represent a significant proportion of the asset base of the Group. The charge in respect of

periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual

value at the end of its life. The useful lives and residual values of Group's assets are determined by management at the

time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical

experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in

technology.

(iii) Defined benefit plans

The cost of the defined benefit gratuity plan and other post-employment benefits and the present value of the gratuity

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.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans

operated in India, the management considers the interest rates of government bonds in currencies consistent with the

currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in

response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation

rates.

Further details about gratuity obligations are given in Note 38.

(iv) 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. 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. See Note 33 - 35

for further disclosures.

D. Property, Plant and Equipment

Land (including Land Developments) is carried at historical cost. All other items of property, plant and equipment are

stated in the consolidated balance sheet at cost historical less 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. All other repair and maintenance costs are recognised in profit or

loss as incurred.

Properties in the course of construction for production, supply or administrative purposes are carried at cost, less any

recognized impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalized in

accordance with the Group`s accounting policy. Such properties are classified to the appropriate categories of property,

plant and equipment when completed and ready for intended use. Depreciation of these assets, on the same basis as

other property assets, commences when the assets are ready for their intended use.

Subsequent to recognition, property, plant and equipment (excluding freehold land) are measured at cost less

accumulated depreciation and accumulated impairment losses. When significant parts of property, plant and equipment

are required to be replaced in intervals, the Group recognizes such parts as individual assets with specific useful lives and

depreciation respectively. Likewise, when a major inspection is performed, its cost is recognized in the carrying amount of

the plant and equipment as a replacement cost only if the recognition criteria are satisfied. All other repair and

maintenance costs are recognized in the Statement of Profit and Loss as incurred.

Depreciation is recognised so as to write off the cost of assets (other than freehold land and land developments) less their

residual values over the useful lives, using the straight- line method (“SLM”). Management believes that the useful lives of

the assets reflect the periods over which these assets are expected to be used, which are as follows:

Description of Asset Estimated useful lives

Buildings 30 years

Computers and Printers, including Computer Peripherals (including server and networking) 3-6 years

Office Equipments 5 years

Furniture and Fixtures 10 years

Motor Vehicles (including buses and trucks) 8 -20 years

Depreciation on additions/ deletions to fixed assets is calculated pro-rata from/ up to the date of such additions/ deletions.

Assets individually costing less than Rs. 5,000 are fully depreciated in the year of acquisition.

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances



indicate that the carrying value may not be recoverable. The residual values, useful life and depreciation method are

reviewed at each financial year-end to ensure that the amount, method and period of depreciation are consistent with

previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of

property, plant and equipment.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are

expected to arise from the continued use of the asset. Any gain or loss arising on disposal or retirement of an item of

property, plant and equipment is determined as the difference between sale proceeds and the carrying amount of the

asset and is recognised in profit or loss.


On transition to Ind-AS, the Group has elected to continue with the carrying value of all of its property, plant and

equipment recognised as at April 1, 2016 measured as per the previous GAAP as the deemed cost of the property, plant

and equipment.

E. Goodwill and Intangible Assets

Goodwill represents the cost of acquired business as established at the date of acquisition of the business in excess of the

acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities less accumulated

impairment losses, if any. When the net fair value of the identifiable assets, liabilities and contingent liabilities acquired

exceeds the cost of business acquisition, a gain is recognized immediately in net profit in the statement of profit and loss.

Goodwill is tested for impairment annually or when event of circumstances indicate that the implied fair value of goodwill

is less than its carrying value

Intangible asset including intangible assets under development are stated at cost, net of accumulated amortisation and

accumulated impairment losses, if any. Intangible assets acquired separately are measured on initial recognition at cost.

The amortization period and the amortisation method are reviewed at the end of each financial year.

The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are

amortised over the useful economic life and assessed for 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 reporting period. Changes in 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 infinite lives is recognised in the statement of profit and loss unless such expenditure forms part of carrying

value of another asset.

F. Impairment of Non-Financial Assets

Assessment is done at each Balance Sheet date as to whether there is any indication that an asset (tangible and intangible)

may be impaired. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash

inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets, is

considered as a cash generating unit. If any such indication exists, an estimate of the recoverable amount of the asset/

cash generating unit is made. Assets whose carrying value exceeds their recoverable amount are written down to the

recoverable amount. An impairment loss is recognized in the profit or loss. Recoverable amount is higher of an asset’s or

cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated future cash flows

expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Assessment is also

done at each Balance Sheet date as to whether there is any indication that an impairment loss recognised for an asset in

prior accounting periods may no longer exist or may have decreased. A reversal of an impairment loss is recognised

immediately in profit or loss.

G. Financial instruments

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

instrument of another entity. Financial Instruments are further divided in two parts viz. Financial Assets and Financial

Liabilities.



Part I - Financial Assets


All financial assets are recognised 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 of the financial asset. Purchases or sales of financial

assets that require delivery of assets within a time frame established by regulation or convention in the market place

(regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset.


For purposes of subsequent measurement, financial assets are classified in four categories:

Financial Assets at amortised cost:

A Financial Assets is measured at the amortised cost if both the following conditions are met:

• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and

interest (SPPI) on the principal amount outstanding.

This category is the most relevant to the Group. After initial measurement, such financial assets are subsequently

measured at amortised cost using the effective interest rate (EIR) method.


integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses arising from

impairment are recognised in the profit or loss.

Financial Assets at FVTOCI (Fair Value through Other Comprehensive Income)

A Financial Assets is classified as at the FVTOCI if following criteria are met:

• The objective of the business model is achieved both by collecting contractual cash flows (i.e. SPPI) and selling the financial

assets

Financial instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair

value. Fair value movements are recognized in the other comprehensive income (OCI). However, the Group recognizes

interest income, impairment losses and reversals and foreign exchange gain or loss in the statement of profit and loss. On

de-recognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to the

statement of profit and loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using

the EIR method.

Financial Assets at FVTPL (Fair Value through Profit or Loss)

FVTPL is a residual category for financial instruments. Any financial instrument, which does not meet the criteria for

categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.

In addition, the Group may elect to designate a financial instrument, which otherwise meets amortized cost or FVTOCI

criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or

recognition inconsistency (referred to as ‘accounting mismatch’). The Group has not designated any financial instrument

as at FVTPL.

Financial instruments included within the FVTPL category are measured at fair value with all changes recognized in the


Equity investments

All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading and

contingent consideration recognised by an acquirer in a business combination to which Ind-AS 103 applies are classified



as at FVTPL. For all other equity instruments, the Group may make an irrevocable election to present in other

comprehensive income subsequent changes in the fair value. The Group makes such election on an instrument by

instrument basis. The classification is made on initial recognition and is irrevocable. If the Group decides to classify an

equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the

OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the Group may transfer

the cumulative gain or loss within equity. Equity instruments included within the FVTPL category are measured at fair

value with all changes recognized in the Statement of Profit and Loss. Investment in subsidiaries is carried at cost in the

financial statements.

c) De-recognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily

de-recognised (i.e. removed from the Group’s balance sheet) when:

• The rights to receive cash flows from the asset have expired, or

• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the

received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement� and either (a)

the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred

nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a 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

Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement. In that case, the

Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis

that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the

original carrying amount of the asset and the maximum amount of consideration that the Group could be required to

repay.

d) Impairment of financial assets

In accordance with Ind-AS 109, the Group applies expected credit loss (ECL) model for measurement and recognition of

impairment loss on the following financial assets and credit risk exposure:

• Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits, trade receivables

and bank balance;

• Financial assets that are debt instruments and are measured as at FVTOCI

• Lease receivables under Ind-AS 17

• Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that

are within the scope of Ind-AS 18 (referred to as ‘contractual revenue receivables’ in these financial statements)

• Loan commitments which are not measured as at FVTPL

• Financial guarantee contracts which are not measured as at FVTPL

The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables or contract

revenue receivables.

The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises

impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Group determines that whether there

has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-

month 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 Group reverts to recognising impairment loss allowance based on 12-month

ECL. Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a

financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible

within 12 months after the reporting date.



ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all

the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. When estimating the

cash flows, the Group considers:

• All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the

expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument

cannot be estimated reliably, then the Group uses the remaining contractual term of the financial instrument; and

• Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms

As a practical expedient, the Group uses a provision matrix to determine impairment loss allowance on portfolio of its

trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade

receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates

are updated and changes in the forward-looking estimates are analysed. On that basis, the Group estimates the following

provision matrix at the reporting date:

ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the

statement of profit and loss. This amount is grouped under the head ‘other expenses’. The balance sheet presentation for

various financial instruments is described below:

• Financial assets measured as at amortised cost, contractual revenue receivables and lease receivables: ECL is

presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The

allowance reduces the net carrying amount. Until the asset meets write-off criteria, the Group does not reduce

impairment allowance from the gross carrying amount.

• Loan commitments and financial guarantee contracts: ECL is presented as a provision in the balance sheet, i.e. as a

liability.

• Debt instruments measured at FVTOCI: Since financial assets are already reflected at fair value, impairment allowance

is not further reduced from its value. Rather, ECL amount is presented as ‘accumulated impairment amount’ in the OCI.

For assessing increase in credit risk and impairment loss, the Group combines financial instruments on the basis of shared

credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in

credit risk to be identified on a timely basis.

The Group does not have any purchased or originated credit-impaired (POCI) financial assets, i.e., financial assets which

are credit impaired on purchase/ origination.

Part II - Financial Liabilities


The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts,

financial guarantee contracts and derivative financial instruments.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of

directly attributable transaction costs.

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and

borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.


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 Group 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 for trading are recognised in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss is designated as such at the initial

date of recognition, and only if the criteria in Ind-AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/

losses attributable to changes in own credit risks are recognized in OCI. These gains/ loss are not subsequently transferred

to statement of profit and loss. However, the Group may transfer the cumulative gain or loss within equity. All other

changes in fair value of such liability are recognised in the statement of profit or loss. The Group has not designated any

financial liability as at fair value through profit and loss.

Loans and borrowings

This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are

subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when

the liabilities are de-recognised as well as through the EIR amortisation process.


integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss. This category

generally applies to borrowings.

Preference shares, which are mandatorily redeemable on a specific date, are classified as liabilities under borrowings. The

dividends on these preference shares, if any are recognised in the profit or loss as finance cost.

c) De-recognition

A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. When an

existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an

existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the

original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the

statement of profit or loss.

d) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently

enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the

assets and settle the liabilities simultaneously.

H. Recognition of Revenue

Revenue is recognised on accrual basis and when the consideration is reliably determinable and no significant uncertainty

exists regarding the collection of the consideration.

Revenue is measured at the fair value of the consideration received or receivable. The amount recognised as revenue is

exclusive of Service Tax, Goods and Service Tax and Value Added Taxes (VAT), and is net of discounts.

I. Other Income

Dividend income from investments is recognised when the shareholder’s right to receive payment has been established

(provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured

reliably).

Interest income from financial assets is recognized when it is probable that economic benefits will flow to the Group and

the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal

outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash

receipts through the expected life of the financial assets to that asset’s net carrying amount on initial recognition.



J. Provisions and Contingent Liabilities

General

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is

probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable

estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be

reimbursed, 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 pre-tax rate that reflects,

when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the

passage of time is recognised as a finance cost.

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the

occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present

obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the

obligation. The Group does not jrecognize a contingent liability but discloses its existence in the financial statements.

Payments in respect of such liabilities, if any are shown as advances.

K. Accounting for Taxation of Income

(i) Current taxes

Income tax expense is recognized in net profit in the statement of profit and loss except to the extent that it relates to items

recognized directly in other comprehensive income or equity, in which case it is recognized in other comprehensive

income or equity respectively. Current income tax is recognized at the amount expected to be paid to or recovered from

the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet

date. The Group offsets, on a year to year basis, the current tax assets and liabilities, where it has legally enforceable right

to do so and where it intends to settle such assets and liabilities on a net basis.

(ii) Deferred taxes

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial

statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the

balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences, and

deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that

taxable profits will be available against which those deductible temporary differences can be utilized. Such assets and

liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a

business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the

accounting profit.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other

comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either

in OCI or directly in equity.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no

longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against

current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to

settle its current tax assets and liabilities on a net basis.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is

realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the

reporting date.

L. Fair value measurement

The Group 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 settle a liability in an orderly transaction between

market participants at the measurement date, regardless of whether that price is directly observable or estimated using

another valuation technique

In estimating the fair value of an asset or liability, the Group takes into account the characteristics of the asset or liability if

market participants would use when pricing the asset or liability, assuming that market participants act in their economic

best interest.

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

directly or indirectly observable

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

unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines

whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level

input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Group’s Management determines the policies and procedures for both recurring fair value measurement, such as

derivative instruments and unquoted financial assets measured at fair value, and for non-recurring measurement, such

as assets held for distribution in discontinued operations.

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

M. Foreign Currency-Transactions and Balances

The Group’s functional currency is INR and accordingly, the financial statements are presented in INR.

Transactions in foreign currencies are initially recorded by the Group in their functional currency spot rates at the date the

transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of

exchange at the reporting period. Gains and losses arising on account of differences in foreign exchange rates on

settlement/ translation of monetary assets and liabilities are recognised in the Statement of Profit and Loss except

exchange differences on foreign currency borrowings relating to assets under construction for future productive use,

which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign

currency borrowings.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange

rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are

translated using the exchange rates at the date when the fair value was determined. The gain or loss arising on translation

of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair

value of the item (i.e. translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are

also recognised in OCI or profit or loss, respectively).

N. Borrowing Costs

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying

assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are

added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All

other borrowing costs are recognised in Statement of Profit and Loss in the period in which they are incurred.

O. Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the



inception of the lease. The arrangement is, or contains, a lease if fulfillment of the arrangement is dependent on the use of

a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly

specified in an arrangement.

Finance Lease as a lessee

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the

risks and rewards incidental to ownership to the Group is classified as a finance lease.

Finance leases are capitalised at the commencement of the lease at the inception date fair value of the leased property or,

if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges

and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability.

Finance charges are recognised in finance costs in the statement of profit and loss, unless they are directly attributable to

qualifying assets, in which case they are capitalized in accordance with the Group’s general policy on the borrowing costs.

Contingent rentals are recognised as expenses in the periods in which they are incurred.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group

will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of

the asset and the lease term.

Operating Lease as a lessee

Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as

operating leases.

Operating lease payments are recognized as an expense in the Statement of Profit and Loss on a straight-line basis over

the lease term except where another systematic basis is more representative of the time pattern in which economic

benefits from leased assets are consumed. The aggregate benefit of incentives (excluding inflationary increases) provided

by the lessor is recognized as a reduction of rental expense over the lease term on a straight-line basis. Contingent rentals

arising under operating leases are recognized as an expense in the period in which they are incurred

P. Employee Benefits

a) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12

months after the end of the period in which the employees render the related service are recognised in respect of

employee’s services up to the end of the reporting period and are measured at the undiscounted amounts of the benefits

expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in

the balance sheet.

b) Other Long-term employee benefit obligations

The liabilities for compensated absences (annual leave) which are not expected to be settled wholly within 12 months

after the end of the period in which the employee render the related service are presented as non-current employee

benefits obligations. They are therefore measured as the present value of expected future payments to be made in

respect of services provided by employees up to the end of the reporting period using the Projected Unit Credit method.

The benefits are discounted using the market yields at the end of the reporting period on government bonds that have

terms approximating to the terms of the related obligations. Re-measurements as a result of experience adjustments and

changes in actuarial assumptions (i.e. actuarial losses/ gains) are recognised in the Statement of Profit and Loss.

The obligations are presented as current in the balance sheet, if the Group does not have an unconditional right to defer

settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to

occur.

c) Post- employment obligations

The Group operates the following post-employment schemes:



(i) Defined benefit plans such as gratuity

(ii) Defined contribution plans such as provident fund.

Defined benefit plan - Gratuity Obligations

The Group provides for gratuity, a defined benefit plan (the “Gratuity Plan”) covering eligible employees in accordance with

the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement,

death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the

tenure of employment.

The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the

defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit

obligation is actuarially determined using the Projected Unit Credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by

reference to market yields at the end of the reporting period on government bonds that have a terms approximating to

the terms of the obligation

The net interest cost, calculated by applying the discount rate to the net balance of the defined benefit obligation and the

fair value of the plan assets, is recognised as employee benefit expenses in the statement of profit and loss.

Remeasurements gains and losses arising from experience adjustments and changes in actuarial assumptions are

recognised in the other comprehensive income in the year in which they arise and are not subsequently reclassified to


Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are

recognised immediately in profit or loss as past service cost.

Defined Contribution Plan

The Group pays provident fund contributions to publicly administered provident funds as per local regulatory authorities.

The Group has no further obligations once the contributions have been paid. The contributions are accounted for as

defined contribution plans and the contributions are recognised as employee benefit expense when they are due.

Q. Earnings Per Share

Basic Earnings Per Share (EPS) amounts are calculated by dividing the profit for the year attributable to equity holders by

the weighted average number of equity shares outstanding during the year.

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

• The after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

• Weighted average number of equity shares that would have been outstanding assuming the conversion of all the

dilutive potential equity.

R. Cash and Cash Equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an

original maturity of three months or less from the date of acquisition, which are subject to an insignificant risk of changes

in value.

S. Insurance claims

Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that there

is no uncertainty in receiving the claims.



T. Segment Reporting

The Group identifies operating segments based on the internal reporting provided to the chief operating decision-maker.

The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the

operating segments, has been identified as the Board of Directors that makes strategic decisions.

The accounting policies adopted for segment reporting are in line with the accounting policies of the Group. Segment

revenue, segment expenses have been identified to segments on the basis of their relationship to the operating activities

of the segment.

U. Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its

liabilities. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,

net of tax, from the proceeds.

Y. Recent Indian Accounting Standards (Ind AS)

Ministry of Corporate Affairs (“MCA”) through Companies (Indian Accounting Standards) Amendment Rules, 2018 has

notified the following new and amendments to Ind ASs which the Company has not applied as they are effective for annual

periods beginning on or after April 1, 2018:

Ind AS 115 Revenue from Contracts with Customers

Ind AS 21 The Effect of Changes in Foreign Exchange Rates

Ind AS 115 – Revenue from Contracts with Customers

Ind AS 115 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts

with customers. Ind AS 115 will supersede the current revenue recognition standard Ind AS 18 - Revenue, Ind AS 11 -

Construction Contracts when it becomes effective.

The core principle of Ind AS 115 is that an entity should recognise revenue to depict the transfer of promised goods or

services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange

for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:

Step 1: Identify the contract(s) with a customer

Step 2: Identify the performance obligation in contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation

Under Ind AS 115, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when ‘control’ of the

goods or services underlying the particular performance obligation is transferred to the customer.

The Company is evaluating the possible impact of Ind AS 115 and will adopt the standard with all related amendments to

all contracts with customers retrospectively with the cumulative effect of initially applying the standard recognised at the

date of initial application. Under this transition method, cumulative effect of initially applying Ind AS 115 is recognised as

an adjustment to the opening balance of retained earnings of the annual reporting period. The standard is applied

retrospectively only to contracts that are not completed contracts at the date of initial application. The Company does not

expect the impact of the adoption of the new standard to be material on its retained earnings and to its net income on an

ongoing basis.

Ind AS 21 – The Effect of Changes in Foreign Exchange Rates

The amendment clarifies on the accounting of transactions that include the receipt or payment of advance consideration

in a foreign currency. The appendix explains that the date of the transaction, for the purpose of determining the exchange

rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability. If there are

multiple payments or receipts in advance, a date of transaction is established for each payment or receipt. The Company

is evaluating the impact of this amendment on its financial statements.



Note 3 : First Time Adoption of Ind-AS

For all periods up to March 31, 2017, the Group prepared its financial statements in accordance with accounting standards

notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules,

2014 (Indian GAAP) Indian GAAP (“IGAAP”). These consolidated financial statements of Aqua Pumps Infra Ventures Limited

for the year ended March 31, 2018 have been prepared in accordance with Ind-AS. This is the first set of Financial

Statements in accordance with Ind-AS. For the purpose of transition from the IGAAP to Ind-AS, the Group has followed

guidance provided in Ind-AS 101 - First Time Adoption of Indian Accounting Standards, w.e.f. April 01, 2016 as the

transition date.

The transition to Ind-AS has resulted in changes in the presentation of the financial statements, disclosures in the notes,

accounting policies and principles. The accounting policies set out in Note 2 have been applied in preparing the

consolidated financial statements for the year ended on March 31, 2018 as well as for March 31, 2017 for comparative

information. In preparing these financial statements, opening balance sheet was prepared as at 1 April 2016. This note

explains the principal adjustments made by the Group in restating its Indian GAAP financial statements, including the

balance sheet as at 1 April 2016 and the financial statements as at and for the year ended March 31, 2017.

Exemptions on first time adoption of Ind-AS availed in accordance with Ind-AS 101, have been described below:

Exemptions availed on first time adoption of Ind AS 101

Ind-AS 101 allows certain optional exemptions and mandatory exemptions on first time adoption of Ind-AS from the

retrospective application of certain provisions of Ind-AS. The Group has accordingly applied the following exemptions:

Ind AS optional exemptions:

(i) Property, Plant and Equipment and Intangible Assets

Ind-AS 101 permits, a first time adopter to elect to continue with the carrying values for all of its property, plant and

equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous

GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-

commissioning liabilities. This exemption can also be used for intangible assets covered by Ind-AS 38 Intangible Assets

and Investment properties covered by Ind-AS 40 Investment Properties.

Accordingly, the Group has elected to measure all of its property, plant and equipment, Investment properties and

intangible assets at their previous GAAP carrying value.

(ii) Measurement of Investment in subsidiaries, associates and joint ventures

Ind-AS allows entity that subsequently measures an investment in a subsidiary, joint ventures or associate at cost, may

measure such investment at cost (determined in accordance with Ind-AS 27) or deemed cost (fair value or previous GAAP

carrying amount) in its separate opening Ind-AS balance sheet.

For investments in equity instruments of subsidiary, the Group has elected to apply separate exemption available under

Ind-AS 101 by measuring at their previous GAAP carrying amount, which is the deemed cost at the date of transition to Ind-

AS.

Ind AS mandatory exceptions:

(I) Estimates

An entity’s estimates in accordance with Ind-AS at the date of transition to Ind-AS shall be consistent with estimates made

for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies),

unless there is objective evidence that those estimates were in error.

Ind-AS estimates as at April 1, 2016 are consistent with the estimates as at the same date made in conformity with previous

GAAP. The Group made estimates for following items in accordance with Ind-AS at the date of transition as these were not

required under previous GAAP:



- Impairment of financial assets based on expected credit loss model.

(ii) Classification and measurement of financial assets

Ind-AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and

circumstances that exist at the date of transition to Ind-AS.

Accordingly, the Group has determined the classification of financial assets based on the facts and circumstances that

exist on the date of transition.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018

Note 4 : Reconciliations Between Previous GAAP and Ind-AS

The following reconciliations provides the effect of transition to Ind-AS from IGAAP in accordance with Ind-AS 101:

A. Equity as at beginning of April 1, 2016

B. Equity as at March 31, 2017

C. Net profit for the year ended March 31, 2017

D. Cash flows for the year ended March 31, 2017

(INR in Lakhs)

Particulars Note No. Indian GAAP * Effects of

transition

to Ind-AS

Ind-AS

I ASSETS


(a) Property, Plant and Equipment 166.77

-

166.77

(b) Capital Work-In-Progress -

-

-

(c) Intangible Assets 44.59

-

44.59

(d) Financial Assets -

-

-

(i) Investments 205.16

(204.18)

0.98

(ii) Others 2,414.67

-

2,414.67

(e) Deferred Tax Liabilities (Net) (13.92)

60.58

46.66 (f) Other Non Current Assets 758.40

-

758.40

3,575.67

(143.60)

3,432.07 2. Current Assets



(0.77)

245.55


-

29.00

(iii) Loans 1,547.87

(13.60)

1,534.27

(iv) Others 732.80

-

732.80

(b) Other Current Assets 5,706.34

-

5,706.34

8,262.33

(14.37)

8,247.96


(157.97)

11,680.03


Equity

(a) Equity share capital 1,512.76

-

1,512.76

(b) Other Equity 2,377.53

(157.97)

2,219.56

3,890.29 (157.97) 3,732.32

A. Reconciliation of equity as at beginning of April 1, 2016 (date of transition to Ind-AS)



LIABILITIES



(i) Borrowings 45.77

-

45.77

(b) Provisions 4.96

-

4.96

(c) Other Non-Current Liabilities 89.61

-

89.61

140.34

-

140.34



(i) Trade Payables 13.12 - 13.12

(ii) Other financial liabilities 102.06

-

102.06

(b) Other current liabilities 7,692.19

-

7,692.19

(c) Provisions -

-

-

7,807.37

-

7,807.37


(157.97)

11,680.03

* The Indian GAAP figures have been reclassified to conform to Ind-AS presentation requirements for the purpose of this note.

(INR in Lakhs)

Particulars Note No. Indian GAAP * Effects of

transition

to Ind-AS

Ind-AS

Notes :






56.80 lakhs as at April 1, 2016.

2. Secured Loan




INR 13.60 lakhs with a corresponding increase in retained earnings of INR 9.82 lakhs, decrease in deferred tax liability of

INR 3.78 lakhs as at April 1, 2016.





retained earnings of INR 0.56 lakhs and deferred tax liability of INR 0.21 lakhs as at April 1, 2016.




(INR in Lakhs)

Particulars Note No. Indian GAAP * Effects of transition

to Ind-AS

Ind-AS

I ASSETS


(a) Property, Plant and Equipment 150.09

-

150.09

(b) Capital Work-In-Progress -

-

-

(c) Intangible Assets 32.58

-

32.58 (d) Financial Assets -

-

-

(i) Investments 1,210.49

-

1,210.49

(ii) Others 1,603.77

(151.94)

1,451.83

(e) Deferred Tax Assets (Net) (14.20)

45.08

30.88

(f) Other Non Current Assets 237.10

237.10

3,219.83

(106.86)

3,112.97

2. Current Assets

(a) Financial Assets -

-


(2.26)

273.12


-

78.38

(iii) Loans 5,465.64

(7.85)

5,457.79

(iv) Others -

-

-

(b) Other Current Assets 21.59

-

21.59

5,840.99

(10.11)

5,830.88


(116.97)

8,943.85


Equity

(a) Equity share capital 1,512.76

-

1,512.76

(b) Other Equity 2,446.02

(116.97)

2,329.05

3,958.78

(116.97)

3,841.81

LIABILITIES



(i) Borrowings 32.44

-

32.44

(b) Provisions 5.93

-

5.93

(d) Other Non-Current Liabilities 89.61

-

89.61

127.98

-

127.98



(i) Trade Payables 28.94

-

28.94

(ii) Other financial liabilities 4,945.12

-

4,945.12

(b) Other current liabilities -

-

-

(c) Provisions -

-

-

4,974.06

-

4,974.06


(116.97)

8,943.85


B. Reconciliation of equity as at March 31, 2017



Notes :











retained earnings of INR 0.48 lakhs and deferred tax liability of INR 0.15 lakhs as at March 31, 2017.

3. Secured Loan




INR 0.25 lakhs with a corresponding increase in retained earnings of INR 0.16 lakhs, decrease in deferred tax liability of INR


(INR in Lakhs)


to Ind-AS

Ind-AS

I Revenue

Net Revenue from Operations 1,293.26

-

1,293.26

Other Income 134.61

134.61


-

1,427.87

II Expenses

Operating Expenses 1,042.33

-

1,042.33

Employee Benefit Expenses 107.46

-

107.46

Depreciation and Amortization 28.69

-

28.69

Finance Costs 5.26

-

5.26

Other Expenses 128.70

-

128.70


-

1,312.44

III Profit/(loss) before tax (I- II) 115.43

-

115.43


Current Tax 43.05

-

43.05

MAT Credit Entitlement 0.07

-

0.07

Deferred Tax 1.71

-

1.71

V Profit for the year (III-IV) 70.60

-

70.60



Re-measurement gains/ (losses) on defined benefit -

-

-

Tax effect -

-

-

Other Comprehensive Income for the year, net of tax -

-

-

VII Total Comprehensive Income for the year (V+VI)

(Comprising Profit and Other Comprehensive

Income for the year), net of tax

70.60

-

70.60


C. Reconciliation of Total Comprehensive Income for the year ended March 31, 2017




Notes :

1. Interest Income

As per the requirements of Ind-AS 109, notional income of INR 58.00 Lakhs for interest on preference shares and loans

given under the head "Other Income" is recognised during the financial year 2016-17.

2. Allowance for credit losses

As per Ind-AS 109, the Company is required to apply expected credit loss model for recognising the allowance for doubtful

debts. As a result, the allowance for doubtful debts is decreased by INR 1.49 lakhs.

(INR in Lakhs)


to Ind-AS

Ind-AS

Net cash flow from operating activities (2,129.71)

(2,081.99)

(47.72)

Net cash flow from investing activities 2,198.35

2,080.67

117.68

Net cash flow from financing activities (18.59)

2.00

(20.59)

Net increase/ (decrease) in cash and cash equivalents 50.05

0.67

49.38

Cash and cash equivalents at April 1, 2016 29.00

-

29.00

Cash and cash equivalents at March 31, 2017 79.05

0.67

78.38

D. Impact of Ind-AS adoption on the statement of cash flows for the year ended March 31, 2017


There are no significant reconciliation items between cash flows prepared under Indian GAAP and those prepared under Ind-AS.


Note 5 : Property, Plant and Equipment

(INR in Lakhs)

ParticularsOffice

Premises

Computer

Equipment

Furniture

and

Fixtures

Motor VehiclesOffice

EquipmentTotal Capital WIP


2.56

3.21

119.20

7.82

186.61 -


-

-

-

-

- -

Disposals -

-

-

-

-

- -

As at March 31, 2017 53.82

2.56

3.21

119.20

7.82

186.61 -


-

-

-

-

- 124.65

Disposals -

-

-

-

-

- -

As at March 31, 2018 53.82

2.56

3.21

119.20

7.82

186.61 124.65

Accumulated depreciation as at April 1, 2016 3.90

2.56

0.43

10.79

2.16

19.84 -


-

0.31

13.95

1.56

16.67 -


-

-

-

-

- -

As at March 31, 2017 4.75

2.56

0.74

24.74

3.72

36.51 -


-

0.31

13.95

1.56

16.67 -


-

-

-

-

- -

As at March 31, 2018 5.60 2.56 1.05 38.69 5.28 53.18 -

Net carrying amount as at March 31, 2018 48.22 - 2.16 80.51 2.54 133.43 124.65

Net carrying amount as at March 31, 2017 49.07 - 2.47 94.46 4.10 150.10 -

Net carrying amount as at April 1, 2016 49.92 - 2.78 108.41 5.66 166.77 -




Note 6 : Intangible Assets (INR in Lakhs)

ParticularsComputer

Software


Additions

As at March 31, 2017 60.15

Additions -

Disposals -

As at March 31, 2017 60.15

Accumulated amortisation and impairment

As at April 01, 2016 15.56


Disposals -

As at March 31, 2017 27.57


Disposals -

As at March 31, 2018 39.57



Net carrying amount as at April 01, 2016 44.59

Note 7 : Non-Current Financial Assets - Investments(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

a) Unquoted

Investment in Equity Instruments of Subsidiary (valued at cost) (Refer Note (ii)

- - -

Investment in Equity Instruments

Investment carried at Fair Value through Profit or Loss Account (FVTPL)

0.26 0.26 0.26- -

-

0.10 0.10 0.10- -

-

0.10 0.10 0.10- -

-

0.17 0.17 0.17- -

-

0.28 0.28 0.28- -

-

0.07 0.07 0.07- -

-

10.92 10.92

-

- -

-

64.00 64.00

-

- -

-

2,232.77 - -

2,308.67 75.90 0.98

1,000 Equity Shares of Bell Tools Ltd.of Rs.10 each fully paid up March 31, 2017: 1,000; April 1, 2016: 1,000)

Particulars

2,10,000 Equity Shares of Choice Realty Private Limited of Rs.10 each fully paid up March 31, 2017: 2,10,000; April

1, 2016: 2,10,000)

2,550 Equity Shares of Aquastel Purification System Pvt Ltd.of Rs.10 each fully paid up March 31, 2017: 2,550;

April 1, 2016: 2,550)

1,000 Equity Shares of Munirabad Trading Ltd.of Rs.10 each fully paid up March 31, 2017: 1,000; April 1, 2016:

1,000)

1,714 Equity Shares of Park Tools Limitedof Rs.10 each fully paid up March 31, 2017: 1,714; April 1, 2016:

1,714)

2,750 Equity Shares of Candy Filters Bombay Limitedof Rs.10 each fully paid up March 31, 2017: 2,750; April 1,

2016: 2,750)

725 Equity Shares of Siddhpad Trading Private Limitedof Rs.10 each fully paid up March 31, 2017: 725; April 1,

2016: 725)

1,09,166 Equity Shares of Siya Embrowdery Private Limitedof Rs.10 each fully paid up March 31, 2017: 1,09,166;

April 1, 2016: Nil)

1,28,000 Equity Shares of Sudarshan Extrusion Private Limitedof Rs.10 each fully paid up March 31, 2017:

1,28,000; April 1, 2016: Nil)

2,02,980 Equity Shares of Zoom Trade & Realty Limited of Rs.10 each fully paid up March 31, 2017: 1,28,000;

April 1, 2016: Nil)

Total

Note:

(i) Investment at fair value through profit and loss reflect investment in quoted and unquoted equity securities and quoted mutual fund units.

(ii) The fair value of quoted mutual fund units are based on quoted net asset value at the reporting date.




Note 8 - Deferred Tax Liabilities (Net)

The major components of deferred tax Liabilities/ (Assets) as recognized in the financial statements are as follows:

(INR in Lakhs)

As at

March 31, 2018

Year Ended

March 31, 2017

As at

April 1, 2016

Deferred Tax Liabilities/ (Assets) arising on account of timing differences in:

Property, Plant and Equipment including Intangible Assets - Depreciation (11.93) (16.03) (15.66)

Gratuity 1.79 1.83 1.53

Preference Shares 26.92 42.27 56.80

ECL 0.15 0.63 0.21

Loans 0.40 2.18 3.78

17.33 30.88 46.66

Movement in Deferred Tax Liabilities/ (Assets) (INR in Lakhs)

Particular

As at April 1, 2016 56.80

3.78

0.21

(15.66) 1.53 46.66


To Profit or Loss -14.53 -1.6 0.42

(0.37) - (16.08)

To Other Comprehensive Income - 0.30 0.30

As at March 31, 2017 42.27 2.18 0.63 (16.03) 1.83 30.88


To Profit or Loss (15.35)

(1.78)

(0.48)

4.10 - (13.51)

To Other Comprehensive Income - (0.04) (0.04)

As at March 31, 2018 26.92

0.40

0.15 (11.93) 1.79 17.33

Note 9 : Non-Current Financial Assets - Others(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Carried at amortised cost

Advances for preference shares 1,037.83 982.67 930.42

Advances to others - 1,584.46 1,466.12

Accrued interest on deposits - 4.29 3.09

Security Deposits - 15.00 15.04

1,037.83 2,586.42 2,414.67

Particulars

Particulars

Depreciation

Deferred Tax Liabilities (net)

Preference

SharesLoans ECL

Total

TotalGratuity

Note 10 : Other Non-Current Assets (INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Project in progress In Progress - 124.65 124.65

Advance given to vendors - 112.45 633.75

- 237.10 758.40

Note 11 - Current Financial Assets - Trade Receivables(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Unsecured

183.93 273.12 245.55

Considered Doubtful 0.53 2.26 0.77

184.46 275.38 246.32

Less: Allowances for credit losses 0.53 2.26 0.77

183.93 273.12 245.55

Trade Receivables are non interest bearing and terms are generally from 60 to 90 days

Total

Particulars

Considered Good

Total

Particulars




Note 12 - Current Financial Assets - Cash and Cash Equivalents (INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Bank Balances

- In current accounts 68.42 5.97 4.41

181.25 69.32 24.42

Cash on Hand 2.70 3.09 0.17

252.37 78.38 29.00

Note 13 - Current Financial Assets - Loans (INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Unsecured, considered good

Other Receivables - 5,208.10 1,128.26

Balance with statutory/revenue authorities - 217.93 356.15

Deposits - 29.50 45.30

Advances to Employees 4,305.92 2.26 4.56

4,305.92 5,457.79 1,534.27

Note 14 - Current Financial Assets - Others(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Advances given for Investments - - 732.48

Deposits 52.87

Accrued Interest on deposits - - 0.32

Project In Process - -

52.87 - 732.80

- In fixed deposits with maturity of less than 3 months

Total

Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company, and earn interest

at the applicable short-term deposit bank rates.

Particulars

Total

Particulars

Total

Particulars

Note 15 : Other Current Assets

(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Unbilled Revenue 285.00 - -

Advance given to Vendors 635.41 - 5,603.53

Project In Process 125.97 20.98 102.72

Prepaid Expenses 2.62 0.61 0.09

1,049.00 21.59 5,706.34

Note 16 : Current Tax Assests (Net):(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

183.67 - -

Less: Provision for Income (29.20) - -

154.47 - -

Particulars

Total

Particulars

Income Tax Assets

Total




The gross movement in the current income tax asset/ (liability) for the year ended March 31, 2018 and March 31, 2017 is as follows:

(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

Net current income tax asset/ (liability) at the beginning - -

Add : Current income tax expense 29.20 43.05

Less: Income tax paid (net of refund, if any) 183.67 (43.05)

Net current income tax asset/ (liability) at the end 154.47 -

Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for March 31, 2018 and March 2017:

(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

Accounting profit before tax from continuing operations 134.15 170.06

Tax at income tax at the rate of 30.9% (March 31, 2017: 33.06%) 41.45 56.23

Adjustments of tax effect of allowable and non-allowable income and expenses:

Difference in Depreciation and Amortisation - (0.40)

Donation - 2.57

Gratuity - 0.32

Finance income on loans / preference shares accounted as financial assets - 15.70

Expected Credit Loss - 0.49

MAT Credit Entitlement - (0.07)

Other Items (Including Round Off) (1.75) 1.97

Deferred Tax Expenses for the year (10.50) (17.43)

29.20 59.37

Particulars

Particulars

Note 17 - Share Capital(INR in Lakhs)

Particulars As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Authorised Capital

1,600.00

1,600.00 1,600.00

1,600.00

1,600.00 1,600.00

Issued, Subscribed and Paid up Capital

1,512.76 1,512.76 1,512.76

1,512.76

1,512.76 1,512.76

Equity Shares:

Number of

shares

(in Lakhs)

Amount

(INR in Lakhs)

Number of

shares

(in Lakhs)

Amount

(INR in Lakhs)

151.28 1,512.80 151.28 1,512.80

- - - -

Balance as at the end of the year 151.28 1,512.80 151.28 1,512.80

Total

(a) Terms / rights attached to:

Equity Shares

(b) Reconciliation of number of shares outstanding at the beginning and at the end of the reporting year

The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the

Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation,the equity share holders are eligible to

receive the remaining assets of the company after distribution of all preferential amounts in proportion to their share holding.

Particulars

As at March 31, 2018 As at March 31, 2017

Balance as at the Beginning of the year

Add: Shares allotted as bonus shares






(c) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company:

Equity Shares

Number of

Shares

(in Lakhs)

% Number of

Shares

(in Lakhs)

% Number of

Shares

(in Lakhs)

%

Choice International Ltd. 59.53

39.35% 54.18

35.81% 54.18 35.81%

Manasvi Consultancy Private Limited -

0.00% 13.64

9.02% 11.00 7.27%

Azura Projects Pvt. Ltd. 28.81

19.04% 8.10

5.35% 8.10 5.35%

Alken Management And Financial Services Private Limited -

0.00% 10.33

6.83% 10.33 6.83%

Note 17 - Other Equity(INR in Lakhs)

Particulars As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

General Reserve 30.00

30.00 30.00

Securities Premium Reserve 2,040.00

2,040.00 2,040.00

Retained Earnings 361.42 259.05 149.56

Total 2,431.42 2,329.05 2,219.56

(i) General Reserve

(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017




(ii) Securities Premium Reserve:(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

Balance as at the beginning of the year 2,040.00 2,040.00


Balance as at the end of the year 2,040.00 2,040.00

Particulars

Particulars

As per the records of the Company, including its register of the members and other declarations received from the shareholder regarding beneficial interest,the above

shareholding represent both legal and beneficial ownerships of shares.

Shares held by

As at March 31, 2018 As at March 31, 2017 As at April 1, 2016

(iii) Retained Earnings:(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017


Add: Profit for the year 100.28 109.51

Add: Items of Other Comprehensive Income recognised directly in Retained Earnings 2.09 -

Re-measurement gains/ (losses) on defined benefit obligations (net of tax)


Note 18 - Non-Current Financial Liabilities - Borrowings(INR in Lakhs)

Particulars As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Secured Term Loans* (Refer Note (a) below)

Rupee Term Loans from Banks 32.44 32.44 45.77

Unsecured Loans* 264.95 - -

297.39 32.44 45.77

(a) Nature of security and terms of repayment for Secured Borrowings :

Particulars

Total Non-Current Borrowings

Notes:




Note 19 - Non-Current Provisions

(INR in Lakhs)

As at

March 31, 2018

Year Ended

March 31, 2017

As at

April 1, 2016

Provision for Employee Benefits:

Provision for Gratuity (Refer Note 38) 6.38 5.93 4.96

6.38 5.93 4.96

Note 20- Other Non-Current Liabilities (INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Advance received from customers -

89.61 89.61

-

89.61 89.61

Note 21 - Current Financial Liabilities - Trade Payables(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

-

- -

Others 488.58 28.94 13.12

488.58 28.94 13.12

Note 22 - Current Financial Liabilities - Others(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Current Maturities of Long-Term Debt:

Rupee Term Loans from Banks (Refer Note 18 above) - 20.37 12.06

Other Advances 4,776.74 4,924.75 90.00

4,776.74 4,945.12 102.06

Nature of Security Terms of Repayment

Rupee Term Loan from ICICI Bank amounting to Rs. Nil (March 31, 2017 : Rs. 45.77 lakhs, April 1, 2016 : Rs. 57.84 lakhs) secured by the

vehicles purchased from the loan proceedings.

The loan is repayable in 60 monthly

principal instalments and interest @

10.03%, ending in April 2020

Particulars

Particulars

Total

Total

Particulars

Trade Payable

Dues to Micro and Small Enterprises

Total

Particulars

Total

Note 23 - Other Current Liabilities(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

20.03 6.47

Advance from Customers 91.71 7,685.72

Employee Related Liabilities 15.97

- -

127.71 - 7,692.19

Note 24 : Current Provisions:(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Provision for Employee benefits:

Provision for Gratuity (Refer Note 38) 0.05 - -

0.05 - - Total

Particulars

Statutory Tax Payable (Including Provident Fund, Tax Deducted at Source and other indirect taxes)

Total

Particulars




Note 25 : Revenue from Operations

(INR in lakhs)

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

Sale of Products:

Finished Goods 1,987.70 1,293.26

1,987.70 1,293.26

Note:- The amount of revenues are exclusive of indirect taxes (value added tax, goods and service tax, etc.).

Note 26 : Other Income

(INR in lakhs)

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

Interest Income on 8.95 - Fixed Deposits with Banks 253.82 2.94 - Income Tax Refund 9.81 15.40 - Others 61.53 174.26

334.11 192.60

Note 27 : Operating Expenses

(Rs. in Lakhs)

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

Sub-Contract Charges 1,519.52

1,042.33

1,519.52

1,042.33

Note 28 : Employee Benefits Expenses

(INR in lakhs)

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

Salaries and incentives 341.35

108.16

Director Sitting Fees 0.60

-

Gratuity 0.50

-

Contributions to Provident and Other Funds 9.28

0.97

351.73

109.13

Note 29 : Depreciation and Amortisation Expenses

(INR in lakhs)

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

Depreciation on tangible assets (Refer Note 5) 16.68

16.68

Amortisation on tangible assets (Refer Note 6) 12.00

12.01

28.68

28.69

Particulars

Total

Particulars

Total

Particulars

Particulars

Total

Particulars

Total




Note 30 : Finance Costs (INR in lakhs)

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

Interest Expense

- On Term Loans 3.99 5.26

- On Others 5.95

Bank Charges & Commission 2.28 2.00

12.22 7.26

Note 31 : Other Expenses

(INR in lakhs)

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

Business promotion expenses 49.17 6.42 Lidar Survey Expenses 73.75 - Tender Fees Charges 3.16 - Brokerage - 35.22 Electricity Charges 0.78 0.60 Communication expenses 0.27 0.16 Director Sitting Fees - 0.60 Donation 9.31 15.02 General expenses 12.86

0.31

Legal and professional 29.52

13.39

Listing & membership fees -

2.45

Marketing & advertisement expenses 0.12

9.27

Printing and stationery 23.26

0.01

Rent including lease rentals 14.50

27.00

Repairs & maintenance 6.75

1.06

Rates & taxes 5.84

6.68

Excpected Credit Losses 0.53

1.49

Registrar & Share Transfer Charges -

1.12

Security Expenses

Training & Staff welfare Expenses -

0.97

Traveling & Conveyance expenses 40.17

4.63

Vehicle Expenses 5.07

1.59

Payment to auditors:

- Statutory audit fees 0.40

0.32

- Tax audit fees 0.05

0.10

275.51

128.40

Particulars

Total

Particulars

Total




Note 32 : Earnings Per Share

(INR in lakhs)

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

104.95 110.69

For Basic EPS 151.28 151.28

For Diluted EPS 151.28 151.28

Face Value per Equity Share (INR) 10 10

Basic and Diluted EPS (INR) 0.69 0.73

Weighted average number of Equity Shares (In Lakhs) outstanding during

the year

Particulars

Net Profit after tax attributable to Equity Shareholders for Basic and

Diluted EPS




Note 33:- Financial Assets at Amortised Cost Method

The carrying value of the following financial assets recognised at amortised cost:

(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016


Others 1,037.83

2,586.42

2,414.67

Current Financial Assets

Trade receivables 183.93

273.12

245.55

Cash and Cash Equivalents 252.37

78.38 29.00

Loans 4,305.92

5,457.79

1,534.27

Others 52.87

-

732.80

Total 5,832.92

8,395.71

4,956.29

Note: The fair value of the above financial assets are approximately equivalent to carrying values as recognised above.

Note 34:- Financial Liabilities at Amortised Cost Method

The carrying value of the following financial liabilities recognised at amortised cost:

(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Non-Current Financial Liabilities

Borrowings 297.39

32.44 45.77

Current Financial Liabilities

Trade Payable 488.58

28.94 13.12

Other Financial Liabilities 4,776.74

4,945.12

102.06

Total 5,562.71

5,006.50

160.95

Note: The fair value of the above financial liabilities are approximately equivalent to carrying values as recognised above.

Note 35:- Financial Assets at Fair Value Through Profit or Loss

The carrying value of the following financial assets recognised at fair value through profit or loss:

(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016


Investments 2,308.67 75.90 0.98

Total 2,308.67 75.90 0.98

Note: The above investments are quoted instruments in active markets and the same is recognised at fair value. Fair value measurement is done

considering the Level -1 of Fair Value Hierarchy as per the Ind-AS 113.

Particulars

Particulars

Particulars




Risk Measurement Management

Credit Risk

Liquidity Risk

Market Risk - foreign exchange

Market Risk - interest rate

Exposure arising from

Cash and cash equivalents, trade

receivables, financial instruments,

Fixed Deposit with Banks, financial

assets measured at amortised cost.

Aging analysis and

Credit ratings

Diversification of Existing credit limits

Unutilised from Consortium Bankers.

Borrowings and other liabilities Rolling cash flow

forecasts

Availability of committed credit lines and

borrowing facilities

Future commercial transactions.

Recognised financial liabilities not

denominated in Indian Rupee (INR)

Cash flow forecasting

and Sensitivity analysis

Forward foreign exchange contracts.

Long-Term borrowings at variable

rates

Sensitivity analysis Interest rate swaps

Credit Risk

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

loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including

Fixed deposits with banks and financial institutions and other financial instruments.

Trade receivables

Customer credit risk is managed by the Company’s established policy, procedures and control relating to customer credit risk management.

The Company is in the business of manufacturing and trading of Chemical,Fertilisers and Dyes intermediate. Credit quality of a customer is

assessed by the management on regular basis with market information and individual credit limits are defined accordingly. Outstanding

customer receivables are regularly monitored and any further services to major customers are approved by the senior management.

An impairment analysis is performed at each reporting date on an individual basis for major customers. In addition, a large number of minor

receivables are grouped into homogenous groups and assessed for impairment collectively. The maximum exposure to credit risk at the

reporting date is the carrying value of each class of financial assets disclosed in Note 11.

On account of adoption of Ind-AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company

uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available

external and internal credit risk factors and the Company's historical experience for customers.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s finance department in accordance with the

Company’s policy. Investments of surplus funds are made generally in the fixed deposits and for funding to subsidiary company. The

investment limits are set to minimise the concentration of risks and therefore mitigate financial loss to make payments for vendors.

The Company’s maximum exposure to credit risk for the components of the balance sheet at March 31, 2018 and March 31, 2017 is the

carrying amounts as stated in balance sheet except for balances of subsidiary company.

Liquidity Risk

The Company monitors its risk of a shortage of funds using a liquidity planning tool.

The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans and unsecured

loans. The Company has access to a sufficient variety of sources of funding which can be rolled over with existing lenders. The Company

believes that the working capital is sufficient to meet its current requirements.

Note 36:- Financial Risk Management Objectives and Policies

The Company’s principal financial liabilities comprise of loans and borrowings, trade and other payables.The main purpose of

these financial liabilities is to finance the Company’s operations directly or indirectly. The Company’s principal financial assets

include investments, loans, trade and other receivables, cash and cash equivalents that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The below note explains the sources of risk which the

entity is exposed to and how the entity manages the risk :




(INR in Lakhs)

Particulars Less than 3

Months

3 to 12

months

1 to 5 years > 5 years Total


Secured Loans ` -

32.44

- 32.44


-

-

- 488.58

Others 4,776.74

-

-

- 4,776.74


Secured Loans 20.37

52.81 - - 73.18


-

-

- 28.94

Others 4,945.12

-

-

- 4,945.12

Year ended April 1, 2016

Secured Loans 12.06 20.37 25.40 - 57.83

Trade Payables 13.12 - - - 13.12

Others - - 102.06 - 102.06

The table below provides details regarding the maturities of significant financial liabilities as of March 31, 2018, March 31, 2017 and April 1, 2016:

Market Risk

Market risk comprises two types of risk: interest rate risk and currency risk. Financial instruments affected by market risk include loans and

borrowings and deposits

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. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations

with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. The Company’s

policy is to keep balance between its borrowings at fixed rates of interest.The difference between fixed and variable rate interest amounts

calculated by reference to an agreed-upon notional principal amount.

The exposure of the Company to interest rate changes at the end of the reporting period are as under:

(INR in Lakhs)

ParticularsAs at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

Fixed Rate Borrowing 32.44

52.81

57.83

Total 32.44 52.81 57.83

Equity price risk

The Company’s unlisted equity securities are of subsidiary and deemed cost of the same are taken as previous GAAP carrying value (i.e. cost of

acquisition). The value of the financial instruments is not material and accordingly any change in the value of these investments will not affect

materially the profit or loss of the Company.

Note 37:- Capital Management

For the purpose of the Company’s capital management, capital includes issued equity share capital, securities premium and all other reserves

attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to maximise the value of

the share and to reduce the cost of capital.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the

financial covenants. To maintain or adjust the capital structure, the Company can adjust the dividend payment to shareholders, issue new

shares, etc. The Company monitors capital using a gearing ratio, which is net debt divided by total equity. The Company includes within net

debt, interest bearing loans and borrowings, less cash and cash equivalents.




(INR in Lakhs)

As at

March 31, 2018

As at

March 31, 2017

As at

April 1, 2016

A) Net Debt

Borrowings (Current and Non-Current) 297.39

52.81 57.83

Net Debt (A) 297.39

52.81 57.83

B) Equity

Equity share capital 1,512.76

1,512.76

1,512.76

Other Equity 2,431.42

2,329.05

2,219.56

Total Equity (B) 3,944.18

3,841.81

3,732.32

7.54% 1.37% 1.55%

Particulars

Gearing Ratio (Net Debt / Capital) i.e. (A / B)

Note 38:- Employee Benefits:

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

I. Defined Contribution Plans

a. Employers' Contribution to Provident Fund and Employee’s Pension Scheme

During the year, the Company has incurred and recognised the following amounts in the Statement of Profit and Loss:

Year ended Year ended

March 31, 2018 March 31, 2017


Employers' Contribution to Provident Fund and Employee’s Pension Scheme 9.28 0.97

9.28 0.97

II. Defined Benefit Plan

Gratuity Fund

a. Major Assumptions (% p.a.) (% p.a.)

Discount Rate 7.70% N.A.

Salary Escalation Rate @ 6.00% N.A.

Expected Rate of Return Not Applicable Not Applicable

Employee Turnover 5.00% 5.00%

b. Change in Present Value of Obligation (INR in lakhs) (INR in lakhs)

Present Value of Obligation as at the beginning of the year 5.92

-

Current Service Cost 2.94

-

Past Service Cost -

-

Interest Cost 0.46

-

Benefit paid -

-

Remeasurements - Actuarial (Gain)/ Loss on Obligations (2.89)

-

Present Value of Obligation as at the end of the year 6.43

-

c. Change in Fair value of Plan Assets

Fair value of Plan Assets, Beginning of Period - -


Actual Company Contributions - -

Actual Plan Participants' Contributions - -

Changes in Foreign Currency Exchange Rates - -

Actuarial Gains/(Losses) - -

Benefit Paid - -

Fair value of Plan Assets at the end of the year - -

@ The estimates for future salary increases considered takes into

account the inflation, seniority, promotion and other relevant factors.

Total Expenses recognised in the Statement of Profit and Loss (Refer Note 28)




d. Reconciliation of Present Value of Defined Benefit Obligation (INR in lakhs) (INR in lakhs)

and the Fair Value of Assets

Present Value of Obligation 6.43 -

Fair Value of Plan Assets - -

Funded Status (6.43) -

Present Value of Unfunded Obligation 6.43 -

6.43 -

e. Expenses Recognised in the Statement of Profit and Loss (INR in lakhs) (INR in lakhs)

Current Service Cost 2.94 -

Past Service Cost - -

Interest Cost 0.46 -


Actuarial Losses Recognised in the year (2.89) -

0.51 -

f. Expense Recognised in the Statement of Other Comprehensive Income (INR in lakhs) (INR in lakhs)

Unfunded Net Liability recognised in the Balance Sheet disclosed under

Non Current Provision and Current Provision (Refer Note 19 and 25)

Total expenses recognised in the Statement of Profit and Loss ( Refer Note 28)

IV. Sensitivity Analysis

The below sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is

unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit

obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the

projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised

in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior

period.

a. Gratuity

A quantitative sensitivity analysis for significant assumption as at March 31, 2018 and March 31, 2017 are as shown below:

Particulars


March 31, 2018 + 1% (2.89)

+ 1% 0.06

- 1% 2.89

- 1% (0.06)

March 31, 2017 + 1% -

+ 1% (0.06)

- 1% -

- 1% 0.06

V. Risk Exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed:

Interest risk

Longevity risk

Salary risk

Change in

Discount Rate

Increase/ (Decrease)

in Present Value of

Obligations

Change in Salary

Escalation Rate

Increase/

(Decrease) in

Present Value of

Obligations

A decrease in the market yields in the government bond will increase the plan liability.


reference to the best estimate of the mortality of plan participants both during and after employment. An

increase in the life expectancy of the plan participants will increase the plan's liability.


reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants

will increase the plan's liability.




NOTE 39:- RELATED PARTY DISCLOSURE

a. Details of Related Parties


Choice International

Limited

Govind Ram Patodia (Managing Director)

Bindi Vinay Vora (CFO)

Sweta Rameshkumar Bajaj (Company Secretary)

Varsha Patodia (Relative of MD)

Samank Consumer Products Private Limited

Clear Displays Private Limited

JBS Realty And Development Private Limited

BHS Realty And Development Private Limited

Samank Apparels Private Limited

Anaya Trading Private Limited

Notes:

2) Related party transactions have been disclosed till the time the relationship existed.

b. Details of Related Party transactions during the year ended March 31, 2018

(INR in Lakhs)

ParticularsHolding

Company

Investing party of

which the

reporting company

is an associate

KMP and their

relativesTotal

Loan taken from 22,000 - 16,304,916 16,326,916

- - - -

Loan repaid 22,000 - - 22,000

- - - -

Loan given to - - - -

- - - -

Lease rental paid to - - - -

- (2,100,000) - (2,100,000)

Salaries & Perquisits - - 2,915,080 2,915,080

- - (2,773,200) (2,773,200)

Balances outstanding at the end of the year

Short term loans & advances - - - -

- - - -

Description of Relationship Names of Related Parties

b. Investing Party of which the reporting company is an

associate

c. Key Management Personnel (KMP) and their relatives

a. Subsidiary Company

d. Enterprises over which KMP excercises significant

influence

1) The list of related parties above has been limited to entities with which transactions have taken place during the year.




The financial statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS)

prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and polices to the extent applicable. The

Company has adopted Ind-AS on April 1, 2017 with the transition date as April 1, 2016, and adoption was carried out in accordance with Ind-AS

101 - First Time Adoption of Indian Accounting Standards. The previous period's figures have been regrouped or rearranged wherever

necessary.

NOTE 40:- Additional Information Required under Schedule III of the Companies Act, 2013:

100%

643.13

100%

(5.14)

NA

-

100%

(5.14)

Note 41:- Previous Years' Figures:

The accompanying notes are an integral part of these financial statements

For and on behalf of the Board of Directors

Govind Ram Patodia Bindi Vinay Vora

Managing Director Director & CFO

DIN : 02794184 DIN : 02167147


Company Secretary




Rishi Sekhri

Partner

Membership Number:126656

Place : Mumbai

Date : May 28, 2018

Name of the Entity - Parent Subsidiaries Indian:


Net Assets, i.e. total asset minus total

liabilities as at March 31, 2018

As % of consolidated net assets

Amount (INR in Lakhs)

Share in profit / (loss) for the year

ended on March 31, 2018 during the

holding period

As % of consolidated Profit or Loss


Share in other

comprehensive income for the year


holding period

As % of consolidated other

comprehensive income


Share in total

comprehensive income for the year


holding period

As % of consolidated total

comprehensive income


Sd/- Sd/-Sd/-

Sd/-


NOTICE FOR AGM


A-8, Narayan Plaza, 26/A, Chandivali road, Off. Sakivihar road, Andheri East, Mumbai- 400072.

Tel. +91-22-67079999|Fax +91-22-67079898|Email:[email protected];

Website: www.aquapivl.com|CIN No:-L45400MH1992PLC070070

NOTICE

Notice is hereby given that the Twenty Sixth Annual General Meeting of the Members of the Company will be held at

Hotel Radisson, X-22 MIDC Central Road, Hanuman Nagar, Andheri (East), Mumbai- 400093 on Thursday, September

27, 2018 at 1.00 P.M. to transact with or without modifications, the following Businesses:

ORDINARY BUSINESS:

1. To Consider and adopt the audited Balance Sheet as at March 31, 2018, the Statement of Profit and Loss Account for the

year ended on that date and the reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Mrs. Bindi Vinay Vora (DIN:02167147) who retires by rotation and, being eligible, offers

herself for re-appointment.

3. Appointment of Auditors

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

“RESOLVED THAT pursuant to the provisions of section 139, 142 and other applicable provisions, if any, of the Companies

Act, 2013 and the Rules framed there under, as amended from time to time, M/s. Agarwal Desai & Shah, Chartered

Accountant (Firm Registration No. 124850W), be and is hereby re-appointed as Auditors of the Company to hold office

from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting to be held in

year 2018 to examine and audit the accounts of the company for Financial Year 2018-19 of the Company at such

remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the

Board of Directors of the Company and the Auditors.”

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and Articles Of Association of

the company, Mr. Mushtaq Shaikh (holding DIN: 08144509) who was appointed as an Additional Director at the meeting of

the Board of Directors of the Company held on 28th May, 2018 and who holds office up to the date of ensuing Annual

General Meeting of the Company and in respect of whom a notice has been received from the member in writing, under

section 160 of the Companies Act, 2013 along with requisite deposit proposing his candidature for the office of director be

and is hereby appointed as the Additional Director of the Company.”

“RESOLVED FURTHER THAT any of the director of the company be and be hereby authorized to do all such acts, deeds and

things as may be required for the above resolution.”

5. Alteration in the Name of the Company

To consider and if thought fit to pass the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 13 and rules made there under and other applicable provisions, if

any, of the Companies Act, 2013, if any, the members of the Company hereby accord their approval for changing the name

of the Company from “Aqua Pumps Infra Venture Services Limited” to “Shreeshti Infra Venture Services Limited” or such

other name with the prefix ‘Shreeshti’ as may be approved by the Central Registration Center – Ministry of Corporate

affairs.


NOTICE FOR AGM


RESOLVED FURTHER THAT consequent to the above, Clause I in the Memorandum of Association of the Company be and

is hereby altered by substituting the same with the following:

RESOLVED FURTHER THAT the name wherever appearing in the Articles of Association of the Company, documents,

common seal, letter head etc., be substituted by the new name upon receipt of Certificate of change of name.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things as may, in

its absolute discretion, deem necessary, expedient, usual or proper and to settle any question or difficulty that may arise

with regard to the above or any other matters incidental or consequential thereto.”

NOTES

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote instead of

himself and proxy need not be a member of the company. A person can act as proxy on behalf of members not exceeding

50 (fifty) and holding in the aggregate not more than 10 (ten) percent of the total share capital of the company carrying

voting rights. A member holding more than ten percent of the total share capital of the company carrying voting rights

may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

2. The instrument of proxy in order to be effective, should be deposited at the registered office of the company, duly

completed and signed, not less than Forty Eight hours before the commencement of the meeting. A proxy form is sent

herewith. Proxies submitted on behalf of the companies, societies etc. must be supported by an appropriate

resolution/authority, as applicable.

3. Corporate Members intending to send their authorized representative to attend the Meeting are requested to send a

certified true copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the

meeting.

4. The Explanatory Statement setting out the material facts pursuant to Section 102 of the Companies Act, 2013 (“ the Act”),

concerning the Special Business in the Notice is annexed hereto and forms part of the Notice. The Profile of the Directors

seeking reappointment and appointment as required in terms of Regulation 36(3) of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 is given below.

5. Members are requested to bring the Attendance Slip sent herewith duly filled for attending the Meeting along with identity

Proof.

6. In terms of Section 101 and 136 of the Companies Act, 2013 read together with the Rules the Copy of the Annual Report

comprising of Financial Statements, Board’s Report etc. and the Notice are being sent by electronic mode, to those

members who have registered their email ids with their respective depository participants or with the Registrar and

Share Transfer Agents of the Company, unless any member has requested for a physical copy of the Annual Report, you

may send your request to [email protected] mentioning your Folio/ DP & Client ID .

7. All members are requested to intimate changes, if any, in their registered address, immediately to the Registrar & Transfer

Agents, Skyline Financial Services Private Limited or to their depository participants in case shares are held in depository

form, so as to enable us to dispatch the future communications at the correct addresses.

8. All documents referred to in the notice are open for inspection at the registered office of companies during the working

days and office working hours.

9. The Register of Members and Transfer Books of the Company will remain closed from 21st September, 2018 to 27th

September, 2018 (both days inclusive).

10. Members holding shares in the same name under different Ledger Folios are requested to apply for consolidation of such

Folios and send the relevant share certificates to Skyline Financial Services Private Limited for their doing the needful.

11. In terms of circulars issued by Securities and Exchange Board of India (SEBI), it is now mandatory to furnish a copy of PAN

card to the Company or its RTA in the following cases viz. Transfer of shares, Deletion of name, Transmission of shares and

Transposition of shares. Shareholders are requested to furnish copy of PAN card for all the above mentioned transactions.

NOTICE FOR AGM


12. To support the ‘Green Initiative’, the Members who have not registered their e-mail addresses are hereby

requested to register the same with Registrars/ Depositories and to enable us to send the communications/

informations/ Annual Reports to the shareholders thus making the process much faster. In order to receive copies

of Annual Reports and other communication through e-mail, Members are requested to register their e-mail addresses

with the Company by sending an e-mail to [email protected]

13. As a measure to save the cost and copies of the annual report, annual report will not be distributed at the Annual General

Meeting. Members are therefore requested to bring their copies of the annual report to the meeting.

14. Members desirous of obtaining any information concerning the accounts and operations of the company are requested

to send their queries at least seven days before the date of the Meeting of the company so that the information required

may be made available at the meeting.

15. The Notice of the Annual General Meeting & the Annual Report is being sent through Electronic mode whose email IDs are

registered with the Company/Depository Participant(s) for communication purposes unless any member requests for a

physical copy of the same. Positive consent letter is attached to the Notice being sent to the Members for giving consent to

receive documents in electronic mode.

16. In future electronic copy of the Notice of General Meetings of the Company inter alia indicating the process and manner of

e-voting along with Attendance Slip and Proxy Form will be sent to the members whose email IDs are registered with the

Company/Depository Participant(s) for communication purposes unless any member requests for a physical copy of the

same.

17. Details in respect of the Directors seeking appointment/re-appointment at the Annual General Meeting, forms integral

part of the notice. The Directors have furnished the requisite declarations for their appointment/re-appointment.

18. The Members desirous of obtaining any information / clarification concerning the accounts and operations of the

Company are requested to address their questions in writing to the Company Secretary atleast ten days before the Annual

General Meeting, so that the information required may be made available at the Meeting.

19. Members may note that the Company’ website is www.aquapivl.com.

20. Voting through electronic means:

In compliance with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management

and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the

26th Annual General Meeting by electronic means and the business may be transacted through e-Voting services

provided by Central Depository Services (India) Limited (CDSL):

The instructions for members for voting electronically are as under:-

(i) The voting period begins on September 24, 2018 and ends on September 26, 2018. During this period shareholders’ of the

Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of

September 20, 2018, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting

thereafter.

(ii) The Shareholders should log on to the e-voting website www.evotingindia.com

(iii) Click on “Shareholders” tab.

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of

any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

NOTICE FOR AGM


PAN*

DOB#

Dividend Bank Details#

For Members holding shares in Demat Form and Physical Form

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for

both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant

are requested to use the sequence number which is printed on Postal Ballot /

Attendance Slip indicated in the PAN field.

Enter the Date of Birth as recorded in your demat account or in the company records for

the said demat account or folio in dd/mm/yyyy format.

Enter the Dividend Bank Details as recorded in your demat account or in the company

records for the said demat account or folio.

• Please enter the DOB or Dividend Bank Details in order to login. If the details are not

recorded with the depository or company please enter the member id / folio number in

the Dividend Bank details field as mentioned in instruction (iv).

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

(ix) Members holding shares in physical form will then reach directly the Company selection screen. However, members

holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter

their login password in the new password field. Kindly note that this password is to be also used by the demat holders

for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-

voting through CDSL platform. It is strongly recommended not to share your password with any other person and take

utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in

this Notice.

(xi) Click on the EVSN for the relevant Aqua Pumps Infra Ventures Limited on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting.

Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies

that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If

you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your

vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code

and click on Forgot Password & enter the details as prompted by the system.

(xviii) Note for Non- Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and custodians are required to log on to

https://www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

[email protected].

• After receiving the login details a compliance user should be created using the admin login and password. The Compliance

user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be

able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if

any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and

e-voting manual avai lable at www.evotingindia.com, under help section or write an email to

[email protected] .

NOTICE FOR AGM


Other Instructions:

(i) Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

(ii) The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company

as on the cut-off date of September 20, 2018.

(iii) Nidhi Bajaj & Associates, Practicing Company Secretaries, has been appointed as the Scrutinizer to scrutinize the e-

voting process in a fair and transparent manner.

(iv) The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting

period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make

a Scrutinizer’s Report of the votes cast in favour or against, if any, and submit forthwith to the Chairman of the

Company.

(v) The Results shall be declared on or after the AGM of the Company. The Results declared along with the Scrutinizer’s

Report shall be placed on the Company’s website www.aquapivl.com and communicated to the stock exchanges.

(vi) Members who do not have access to e-voting facility may send duly completed Ballot Form enclosed with the Annual

report so as to reach the Scrutinizer appointed by the Board of Directors of the Company, Nidhi Bajaj & Associates,

Practising Company Secretary, at the Registered Office of the Company not later than September 26, 2018 (5.00 P.M.).

Ballot Form received after this date will be treated as invalid.

(vii) A member can opt for only one mode of voting i.e. either through e-voting or by Ballot. If a Member casts votes by both

modes, then voting done through e-voting shall prevail and Ballot shall be treated as invalid.

By order of the Board of Directors

Place: Mumbai Sweta Bajaj

Date: August 10, 2018 (Company Secretary)

Registered Office:

A-8, Narayan Plaza, 26/A,

Chandivali road,Off. Sakivihar road,

Andheri East, Mumbai- 400072

Email id: [email protected]

NOTICE FOR AGM


EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

The following Explanatory Statement sets out material facts relating to the business under items 4 and 5 of the

accompanying Notice.

Item No 4

Mr. Mushtaq Shaikh who has been appointed as an Additional Director of the Company pursuant to the provision of Section

161(1) of the Companies Act, 2013 and the Articles of Association of the Company effective from 28th May, 2018 holds

office upto the date of this Annual General Meeting and is eligible for appointment as a Director.

Mr. Mushtaq Shaikh is not disqualified from being appointed as Director in terms of Section 164 of Companies Act, 2013

and has given his consent to act as Director.

Accordingly, the Board recommends the resolution in relation to appointment of Mr. Mushtaq Shaikh as Additional

Director, for the approval by the shareholders of the Company.

Except Mr. Mushtaq Shaikh, none of the Directors and Key Managerial Personnel of the Company and their relatives are

concerned or interested, financial or otherwise, in the resolution set out at Item No. 4.

Item No 5

The current name of the Company is Aqua Pumps Infra Ventures Limited which by name it does not resemble that the

Company is into the Infrastructural activity or into development projects. So, to reflect the actual activity carried by the

Company the Board approved change of name to “Shreeshti Infra Venture Services Limited” or such other name with the

prefix ‘Shreeshti’ subject to the approval of Central Registration Center – Ministry of Corporate affairs and members of the

Company.

Accordingly, the Board approved change of name and decided to amend the Memorandum and Articles of Association

subject to the approval of the Registrar of Companies and members of the company.

Pursuant of the provisions of Section 13 and 14 of the Companies Act, 2013, change of name of the Company requires

approval of members. Hence, approval of the members is, therefore, sought in terms of the said sections.

Your Directors recommended the above Special Resolutions for your approval.

None of the Directors or key managerial personnel or their relatives of the company are in anyway concerned or

interested in the above resolutions.

By order of the Board of Directors

Place: Mumbai Sweta Bajaj

Date: August 10, 2018 (Company Secretary)

ANNEXURE TO NOTICE


Name of the Director

Date of Appointment

Date of Birth

Qualification

Expertise in specific functional areas

Directorship in other public companies excluding foreign companies

Membership of Committees in other public companies

Shareholding in the Company

Mrs. Bindi Vora

(Re-appointment)

01-10-2014

24-08-1970

B.COM

Accounting

NIL

NIL

NIL

Mr. Mushtaq Shaikh

(Appointment)

28-05-2018

23-11-1991

MMS

Operations

NIL

NIL

NIL

Details of Directors Seeking Re-Appointment / Appointment

PROXY FORM


Form No.MGT-11

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

CIN L45400MH1992PLC070070

NameoftheCompany Aqua Pumps Infra Ventures Limited

Registered Office A-8, Narayan Plaza, 26/A, Chandivali road,Off. Sakivihar

road, Andheri East, Mumbai- 400072

NameoftheMember(s)

RegisteredAddress

E-mailID

FolioNo./ClientID

DPID:

I/We, being the member(s) of ______________________shares of the above named company, hereby appoint

Name

Address

E-mail ID Signature

ORFAILINGHIM;

Name

Address

E-mail ID Signature

ORFAILINGHIM;

Name

Address

E-mail ID Signature

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 26th Annual General Meeting of the company, to be held

on Thursday, September 27, 2018 at 1.00 P.M at Hotel Radisson, X-22 MIDC Central Road, Hanuman Nagar, Andheri (East), Mumbai- 400093

and at any adjournment thereof in respect of such resolutions as are indicated herein:

Signed this_________________________day of_________________________2018

Signature of shareholder:______________________Signature of Proxy holder(s)______________________

Notes:

i. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

ii. The Proxy Form should be signed across the Revenue Stamp as per specimen signature(s) registered with the Company/depository participant.

iii. A Proxy need not be a Member.

iv. A person can act as proxy on behalf of members not exceeding 50 (fifty) and holding in the aggregate not more than 10 (ten) percent of the total share capital of the company carrying voting rights.

v. A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

Item Resolution For Against

no.

ORDINARY BUSINESS

1 To Consider and adopt the audited Balance Sheet as at March 31, 2018,

the Statement of Profit and Loss Account for the year ended on that date

and the reports of the Directors and Auditors thereon.

2 To appoint a Director in place of Mrs. Bindi Vinay Vora (DIN 02167147) who

retires by rotation and, being eligible, offers himself for re-appointment.

3 Appointment of M/s. Agarwal Desai & Shah, Chartered Accountant as

Auditors and fix their remuneration.

SPECIAL BUSINESS

4 Appointment of Mr. Mushtaq Shaikh (DIN 08144509) as an Additional

Director

5 Alteration in the name of the Company

ATTENDANCE SLIP


Please complete this Attendance Slip and hand it over at the entrance of the Meeting Hall.

Folio No./DP ID-Client ID No.:

_______________________________________________________________________________________

No. of Shares held :

_______________________________________________________________________________________

Name of the Member/ Proxy:________________________________________________________________________________

(IN BLOCK LETTERS)

Address of the Member :

Email ID :

I/We hereby record my / our presence at the 26th ANNUAL GENERAL MEETING of Aqua Pumps Infra Ventures

Limited at Hotel Radisson, X-22 MIDC Central Road, Hanuman Nagar, Andheri (East), Mumbai- 400093 on

Thursday, September 27, 2018 at 1.00 P.M

Signature(s)of the Member or Proxy

E-MAIL ID REGISTRATION REQUEST

In compliance with provisions of Rule 18(3) prescribed in Chapter 18 of the Companies Act, 2013, all the Members of

the Company who have not registered their email id so far with the Company/RTA and those Members who have

registered their email but wish to update their email-ids, are requested to fill the below details to register or update

their email-ids.

EMAIL ID:

(Signature of Member)

AQUA PUMPS INFRA VENTURES LIMITED

CIN : L45400MH1992PLC070070

Tel.: +91-22-6707 9999; fax: +91-22-6707 9898;

Email:[email protected], website: www.aquapivl.com

Registered Office:A-8, Narayan Plaza, 26/A, Chandivali road, Off. Sakivihar road, Andheri East, Mumbai- 400072

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AQUA PUMPS INFRA VENTURES LTD.(Formerly known as Choice Infra Ventures Limited)

Registered Office: A-8, Narayan Plaza, 26/A, Chandivali road, Off. Sakivihar road, Andheri East, Mumbai- 400072

CIN : L45400MH1992PLC070070

Tel.: +91-22-6707 9999; Telefax: +91-22-6707 9898;

Email:[email protected], website: www.aquapivl.com

Documents

Annual Report 2018 - Bombay Stock Exchange · Your company has one subsidiary company “Choice Realty Private Limited”, during the year, the Board of Director`s reviewed the aﬀairs