CORPORATE INFORMATION - Berger Paints

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CORPORATE INFORMATION

BOARD OF DIRECTORS

Krishna Prasad Shrivastav - Managing Director Aniruddha Sen - Director Kilambi Krishna Sai - Director SandeepChowfla - Director Sachin Gulati - Director

BANKERS

State Bank of India

Kotak Mahindra Bank

Axis Bank Ltd.

Karnataka Bank Ltd.

RBL Bank Ltd.

KEY MANAGERIAL PERSONNEL

Jai Prakash Kukreja - CFO & Company Secretary

AUDITORS

L B Jha & Co. Chartered Accountants

Kolkata - 700 001

REGISTERED OFFICE

Berger House, 129, Park Street, Kolkata – 700 017, India CIN – U23109WB1935PLC008423 Website: www.stpltd.com

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Report of the Board of DirectorsYour directors are pleased to place before you the 83rd Annual Report of the Company with the audited accounts for the year ended 31st March 2020

Corporate Results(` in Lakhs)

PARTICULARS FY 20 FY 19

Sales 17,309.25 17,395.88

Other income 188.65 204.05

Total 17497.90 17,599.93

Operational Profit 793.57 1,579.50

Less: Interest & Finance Charges 529.27 526.62

Depreciation 422.45 301.00

Profit before Tax -158.15 751.88

Operations and Future Outlook of the Company

YourCompany’sturnoverinFY20wasmarginallylowerthanthatofFY19despitesignificantimpactofcovid19resulting in suspension of sales during last 10 days of March 2020. Had this not been so, your Company would have delivered the budgeted target of ` 18,500 Lakhs in FY 20.

Your Company’s average contribution increased to 32.06% of turnover in FY 20 compared to 31.04% in FY 19. Going forward, your Company expects the contribution to improve further.

Effective Nov 1, 2019 your Company has become a subsidiary of Berger Paints India Limited. Your Company adopted Indian Accounting Standards (Ind AS), resulting in provision of ` 605.80 Lakhs in respect of doubtful debts etc. Also there is one time expense of ` 219 Lakhs. Consequently, there has been one time impact on the operationalProfit/PBTof` 824.80 Lakhs.

TheCompanywasabletosustainitsperformanceduetoitscontinuedinvestmentin“Avishkar” (the Central R&D Center) and shift to SBU structure for focused marketing, sound working capital management and continued focus on improvement in product mix.

During FY20, the Company has further strengthened its operation with the objective of establishing the Company as a respected innovative construction chemical company. Your Company is making all efforts to ensure a sustainable growth, both in top-line and bottom-line with export accounting for at least 5% of the top-line. In line with this your CompanyhasinstalledonemoredistillationplantatJamshedpurtoenhanceitsCoalTarPitchproductioncapacityto500MTpermonth.Inadditiontothis,AdmixturesplantshavebeeninstalledatAmbatturandHooghlyunits.StepshavebeentakentoinstallEpoxyflooringunitatPanoli.ManufacturingfacilitiesofPipecoatingshavebeenenhanced at Goa.

YourCompanyiscautiousamidstuncertaintiesarisingoutofCOVID19.ThereissevereadverseimpactinyourCompany’s business. However it seems to revive the economy, the govt will make huge investments in infrastructure development.ThiswillprovideyourCompanyanopportunitytosustaingrowth.

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Dividend

Your Directors do not recommend any dividend for the year under review.

Transfer to Investor Education and Protection FundThereisnounpaid/unclaimedDividendtobetransferredtoInvestorEducation&ProtectionFund(IEPF)aspertheprovisions of Section 125 of the Companies Act, 2013.

Takeover Effective Nov 1, 2019, 95.53% shareholding of your Company has been acquired by Berger Paints India Limited (BPIL),thesecondlargestpaintmanufacturingcompanyinAsia.Thisisexpectedtoresultinhugesynergiesinoperations.

Issue of CapitalDuringFY20,theCompanyhadissued23,95,000equitysharestotheshareholdersofSTPInfraCarePvt.Ltd.undertheSchemeofMergerapprovedbyHon’bleNationalCompanyLawTribunal,KolkataBench.

Public DepositsYour Company has not accepted any Fixed Deposit during FY 20 in terms of the Companies (Acceptance of Deposits) Rules, 2014.

CSR ActivitiesTheCompanyhasundertakenCSRactivityaspertheprovisionsoftheCompaniesAct2013.AdetailedNoteisattached as Annexure ‘E’.

Directors’ Responsibility StatementPursuant to the requirement under Section 134(3)(C) read with section 134(5) of the Companies Act, 2013 with respecttoDirectors’ResponsibilityStatement,itisherebyconfirmed:

(i) that in the preparation of the annual accounts for FY20, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the CompanyattheendofthefinancialyearandoftheprofitorlossoftheCompanyfortheyearunderreview;

(iii) thatthedirectorshadtakenproperandsufficientcareforthemaintenanceofadequateaccountingrecordsin accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the accounts for FY20 on a ‘going concern’ basis.

(v) there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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Board of Directors & Key Managerial PersonnelConstitution of the Board of your Company has undergone change as under

Directors Resigned:

Name of Director DIN Date of Resignation

Krishna Kumar Biyani 00050096 01.10.2019

Amit Judge 00148854 01.11.2019

Directors Appointed:

Name of Director DIN Date of Appointment

Aniruddha Sen 01496602 01.11.2019

Kilambi Krishna Sai 08271263 01.11.2019

Independent DirectorTheMembersoftheCompanyappointedfollowingdirectorsasIndependentDirectorsforatermof5years,inplaceofthedirectorswhohavevacatedtheiroffices,asdetailedbelow:

Name of Independent Director DIN Date of Appointment Date of Resignation

Lalit Puri 06389299 29.09.2014 01.11.2019

Ranjit Chowdhry 00593019 29.09.2014 01.11.2019

SandeepChowfla 01304750 29.11.2019 -

Sachin Gulati 08622759 29.11.2019 -

Declaration by Independent DirectorTheindependentdirectorshavesubmittedtheDeclarationofIndependencetotheCompany,asrequiredpursuantto section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

Key Managerial PersonTheKeyManagerialPersonnelconsistofMr.JaiPrakashKukreja,designatedas theChiefFinancialOfficer&Company Secretary of the Company in compliance to the provisions of Companies Act 2013 and Mr. Krishna Prasad Shrivastav as the Managing Director. No new appointments have taken place during the year under review.

Board MeetingsTen(10)BoardMeetingswereconvenedandheldasdetailedbelowandIndependentDirectorsmetonceduringtheyearended31.03.2020.TheinterveninggapbetweentheBoardMeetingswaswithintheperiodprescribedundertheCompaniesAct,2013.Thedetailsofwhicharegivenasfollows:

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Board Meetings held during the Year

Dates on which the Board Meetings were held Total Strength ofthe Board

No of DirectorsPresent

06.06.2019 5 4

28.08.2019 5 4

15.10.2019 4 3

24.10.2019 4 3

01.11.2019 4 3

30.11.2019 5 4

20.12.2019 5 4

16.01.2020 5 4

31.01.2020 5 5

06.02.2020 5 4

Attendance of Directors at Board Meetings and Annual General Meeting

Name of the DirectorAttendance at the Audit Committee Meetings held on Attendance at

the AGM held on 27.09.2019BM1 BM2 BM3 BM4 BM5 BM6 BM7 BM8 BM9 BM10

Krishna Prasad Shrivastav

K K Biyani - - - - - - - -

Amit Judge - - - - - -

Lalit Puri - - - - - -

Ranjit Chowdhry - - - - - -

Aniruddha Sen - - - - - -

Kilambi Krishna Sai - - - - - -

Sachin Gulati - - - - - -

SandeepChowfla - - - - - -

Extract of Annual ReturnThe details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure A.

Particulars of Contracts or Arrangements made with Related Parties Particulars of Contracts or Arrangements made with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC 2 is appended as Annexure B to the Board’s Report.

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Committees of Directors With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted two mandatory committees viz. Audit Committee and Nomination & Remuneration Committee. ThetermsofreferenceoftheseCommitteesaredeterminedbytheBoardandtheirrelevancereviewedfromtimeto time. Meetings of each of these Committees are convened by the respective Chairman of the Committee, who also informstheBoardabout thesummaryofdiscussionsheld in theCommitteeMeetings.TheMinutesof theCommittee Meetings are sent to all Directors individually and tabled at the Board Meetings.

I. Nomination and Remuneration CommitteeTheNominationandRemunerationCommitteewasre-constitutedw.e.f.30thNovember,2019withMr.KilambiKrishnaSaiastheChairmanandMr.SandeepChowfla&Mr.SachinGulatiasMembers.

TheCompany’sRemunerationPolicyisattachedasAnnexure C and forms a part of this Report of the Directors. Thenumberanddatesofmeetingsheld,attendanceofthemembersofNominationandRemunerationCommitteeare as under:

Name of the Member Category Attendance at the NRC Committee Meeting held

on 30.11.2019Kilambi Krishna Sai Chairman-Non-Executive Director

SandeepChowfla Independent Non-Executive Director

Sachin Gulati Independent Non-Executive Director

II. Audit CommitteePursuant to Section 177 of the Companies Act, 2013, an Audit Committee was comprised of Mr. Krishna Prasad Shrivastav, Mr. Lalit Puri and Mr. Ranjit Chowdhry as members till 01st November, 2019. After resignation of Mr. Lalit Puri and Mr. Ranjit Chowdhry, the Audit Committee was reconstituted with Mr. Aniruddha Sen as the Chairman and Mr.SandeepChowflaandMr.SachinGulatiasthemembers.Duringtheyear,fourAuditCommitteeMeetingswereconvenedandheld.TheCommitteehassuchpowersandauthorityasprovidedundertheaforesaidprovisionsandactinaccordancewiththetermsofreferenceasspecifiedbyBoardofDirectorsfromtimetotime.

Thecompositionof theAuditCommitteeasatMarch31,2020anddetailsof themember’sparticipationat theMeetings of the Committee are as under:

Name of the Member Category Attendance at the Audit Committee Meetings held on06.06.2019 28.08.2020 30.11.2019 06.02.2020

Lalit Puri Independent Director - -Krishna Prasad Shrivastav

Managing Director

Ranjit Chowdhry Independent Director - -Aniruddha Sen Director and Chairman

of the Committee- -

SandeepChowfla Independent Director - -

Sachin Gulati Independent Director - -

AlltheMembersontheAuditCommitteehavetherequisitequalificationforappointmentontheCommitteeandpossesssoundknowledgeoffinance,accountingpracticesandinternalcontrols.

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Auditors and Auditor’s ReportM/s. L B Jha & Co., Chartered Accountants (Firm Registration No. 301088E), Kolkata, were appointed as the StatutoryAuditorsoftheCompanytoholdofficeforaperiodoffiveyearsfromtheconclusionofthe80thAnnualGeneral Meeting until the conclusion of the 85th Annual General Meeting.

TheStatutoryAuditors’ReportfortheFY20doesnotcontainanyqualifications,reservations,adverseremarksor disclaimer and no frauds were reported by the Auditors to the Company under sub-section (12) of Section 143 oftheAct.TheStatutoryAuditors’reportisannexedtothisreport.ThecommentsintheAuditor’sReportareself-explanatoryandnofurtherclarificationsarerequired.

Cost AuditorsIn terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of your Company have on the recommendation of the Audit Committee, appointed M/s. Jitender, Navneet & Co., Cost Accountants (Firm Registration No.000119), as Cost Auditors, toconductthecostauditofyourCompanyforthefinancialyearending31stMarch,2020,ataremunerationasmentioned in the Notice convening the AGM.

As required under the Act, the remuneration payable to the cost auditor is required to be placed before the Members inageneralmeetingfortheirratification.Accordingly,aresolutionseekingMember’sratificationfortheremunerationpayable to Cost Auditors forms a part of the Notice of the AGM.

Particulars of Loans, Guarantees or Investments

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

Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgoThedetailsofconservationofenergy,technologyabsorptionandforeignexchangeearningsandoutgopursuanttoSection134(3)(m)oftheCompaniesAct,2013readwithRule8ofTheCompanies(Accounts)Rules,2014isannexed herewith and forms part of this report and is attached as Annexure D.

Particulars of Employee

TheCompanydidnotemployanysuchpersonwhoseparticularsarerequiredtobegivenunderRule5(2)and(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3) (q) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) &5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), RULES, 2014

Name Designation Remunera-tion `

Nature of Employment (whether contractual or otherwise)

Qualification Experience (years)

Date of com-mencement of employment in the Company

Age Previous employment/ position held

A. Employed throughout the year and in receipt of remuneration aggregating ` 1,02,00,000/-ormoreintheyear

Krishna Prasad Shrivastav

Managing Director

95,50,000 Full time CA, CS 42 Years 01.04.2018 67 TurnerMorrisonLimited as President

B. Employed full of the year and in receipt of remuneration aggregating ` 8,50,000/-ormoreforpartoftheyear

C. Employed throughout the year or a part of thereof and in receipt of remuneration in the year which in aggregate is in exess of that drawn by the Managing Director or Whole time Director or Manager : NIL

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Notes: 1.Gross remuneration includes salary, commission, value of perquisites, medical benefits and Company’s

contribution to Provident, Superannuation and Gratuity Funds and market value of ESOPs granted, if any.2.Theemployeedoesnotholdbyhimselforalongwithhisspouseanddependentchildren,2%ormoreofthe

equity shares in the Company. None of them is a relative of any Director or Manager of the Company.

Details in respect of Frauds reported by Auditors under section 143(12)During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

Internal financial Controls with reference to Financial StatementsTheCompanyhasinplaceadequateinternalfinancialcontrolswithreferencetofinancialstatements.

Disclosures under Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) act, 2013 AspertherequirementofTheSexualHarassmentofWomenatWorkplace(Prevention,Prohibition&Redressal)Act, 2013 (‘Act’) and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC).Duringtheyear,nocaseswerefiledwiththeCompanyunderthesaidAct.

Significant and material orders passed by the Regulators or Courts TherearenosignificantmaterialorderspassedbytheRegulators/Courtswhichwouldimpactthegoingconcernstatus of the Company and its future operations except matters stated above in ‘Scheme of Merger’under the heading “Capital”.

Acknowledgement:Your Directors thank all its shareholders, valued Customers and other stake holders and specially express their gratitude for the cooperation extended by the Working Capital Consortium Bankers i.e. State Bank of India, Axis Bank, Karnataka Bank and RBL Bank for their support.

For and on behalf of the Board

Krishna Prasad Shrivastav Sachin GulatiPlace : New Delhi Managing Director DirectorDate : 19.06.2020 DIN 00131298 DIN 08622759

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ANNEXURE ‘A’ To Board’s Report

ExtractofAnnualReturnasonthefinancialyearended31.03.2020.PursuanttoSection92(3)oftheCompaniesAct, 2013, and Rule 12(1) of theCompanies (Management and Administration) Rules, 2014]

FORM NO. MGT – 9I. Registration & Other Details:

1 CIN U23109WB1935PLC008423

2 Registration Date 07.11.1935 (Date of Incorporation)

3 Name of the Company STPLimited

4 Category/Sub-categoryoftheCompany ManufacturingandTradingCompany

5 AddressoftheRegisteredoffice&contactdetails Berger House, 129, Park Street, 2nd Floor, Kolkata 700017(Earlier: 6, Lyons Range, Kolkata-700001)

6 Whether listed company No

7 Name, Address & contact details of the Registrar & TransferAgent,ifany.

NicheTechnologiesPvt.Ltd.

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) as per 31.03.2020

S.No. Name and Description of main products / services

NIC Code of the Product/service

% to total turnover of the company

1 Preformed Membranes 32909 & 46909 27.41

III. Particulars of Holding, Subsidiary & Associate Companies

S.No.

Name & Address of the Company

CIN / GLN Holding/Subsidiary/ Associate

% of Shares

Held

Applicable Section

1 Berger Paints India Limited L51434WD1923PLC004793 Holding Company

95.53 2(76) (viii)

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IV. Shareholding Pattern (Equity Share capital Break up as % to total Equity)

i. Category-wise Share holding:

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year % change during the

yearDemat Physical Total % of Total

Shares

Demat Physical Total % of Total

SharesA. Promoters(1) Indiana)Individual/HUF - - - - - - - - - -b) Central Govt. or State

Govt.c) Bodies Corporate 14421440 279500 14700940 84.73 18863180 - 18863180 95.53 -d)Bank/FIe) Any otherSUB TOTAL:(A) (1) 14421440 279500 14700940 84.73 18863180 - 18863180 95.53 -(2) Foreigna) NRI- Individualsb) Other Individualsc) Bodies Corp.d)Banks/FIe) Any otherSUBTOTAL(A)(2)Total Shareholding of Promoter (A)= (A)(1)+(A)(2)

14421440 279500 14700940 84.73 18863180 - 18863180 95.53 -

B. PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Fundsb)Banks/FI - 1200 1200 0.01 - 1200 1200 0.01 -c) Central govtd) State Govt.e) Venture Capital Fundf) Insurance Companies 186560 - 186560 1.07 186560 - 186560 0.94 -g) FIISh) Foreign Venture Capital Fundsi) Others (specify)SUB TOTAL (B)(1): 186560 1200 187760 1.08 186560 1200 187760 0.94 -(2) Non Institutionsa) Bodies corporatesi) Indian 1057680 60 1057740 6.09 - 60 - 0.00 -ii) Overseas 91600 91600 0.53 91,600 91,600 0.47 -

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Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year % change during the

yearDemat Physical Total % of Total

Shares

Demat Physical Total % of Total

Sharesb) Individualsi) Individual shareholders holding nominal share capital upto ` 1 Lakhs

48240 530825 579065 3.34 70501 532515 603076 3.06 - -

ii) Individuals shareholders holding nominal share capital in excess of ` 1 Lakhs

- - - - - - - - - -

c) Others (Directors) 709600 91 709691 4.09 - - -Body Corporate (other than Above) 10,640 13280 23920 0.14 - - - -

SUB TOTAL (B)(2): 1826060 635856 2461916 14.19 70501 624175 694676 3.53Total Public Shareholding(B)= (B)(1)+(B)(2)

2012620 637056 2649676 15.27 257061 625375 882436 4.47

C. Shares held by Custodian for GDRs& ADRsGrand Total (A+B+C) 16434060 916556 17350616 100 19120241 625375 19745616 100

ii) Shareholding of Promoter:

S.No Shareholder’s Name

Shareholding at the beginning of the year Shareholding at the end of the year % change in shareholding

during the year

No. of Shares

% of total Shares of the

company

% of Shares Pledged /

encumbered to total shares

No. of Shares

% of total Shares of the

company

% of Shares Pledged /

encumbered to total shares

1 TurnerMorrisonLimited Fresh issued on 28.08.2019 due tomergerofSTPInfraCare Pvt Ltd

14700940

1165700

*74.45

5.90

-

-

-

-

-

-

-

-

(74.45)

(5.90)

2 Berger Paints India Limited

- - - 18863180 95.53 - +95.53

Total 15866640 80.35 - 18863180 95.53 - +5.90

*Ratio at increased Capital during the year

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

S.No Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares % of total shares of the

companyAt the beginning of the year 1,58,66,640 80.35 - -

DatewiseIncrease/DecreaseinPromotersShareholding during the year specifying the reasons for increase / decrease (e.g.allotment /transfer / bonus/ sweat equityetc.):

Sold by Turner Morrison Ltd on 1stNovember 2019 to Berger Paints India Ltd

Acquired by new holding company Berger Paints India Limited on 1st November 2019 & on 6th November 2019

(fromTurnerMorrisonandothers)

(1,58,66,640) (80.35)

1,88,63,180 95.53

At the end of the year - - 1,88,63,180 95.53

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

S.No For Each of the Top 10 Shareholders Shareholding at the beginning of the year


No. of shares

% of totalshares of the

company

No. of shares


companyAt the beginning of year:

1 Lodna Colliery Co. (1920) Ltd. 50,000 0.29 - 0.29

2 Vasundhara Holdings Ltd. 9,54,740 5.50 - 5.50

3 Akarsh Printers Ltd. 2,800 0.02 - 0.02

4 TuaregProperties&SecuritiesServices 50,100 0.29 - 0.29

5 SKG Fiscals Ltd. 100 0.00 - 0.00

6 LIC 1,60,000 0.92 1,60,000 0.92

7 Bank of India 1,200 0.01 1,200 0.01

8 NRI & OCB 91,600 0.53 91,600 0.53

9 Other Body Corporates 50,480 0.29 50,480 0.29

10 Other Individual 7,88,656 4.50 7,88,656 4.50

Increase/DecreaseinShareholdingduringtheyearspecifyingthereasonsforincrease/decrease(e.g.allotment/transfer/bonus/sweatequityetc):Sold on 1st November 2019 to Berger Paints India Ltd.

- -

1 Lodna Colliery Co. (1920) Ltd. -50,000 -0.29 - -

2 Vasundhara Holdings Ltd. -9,54,740 -5.50 - -

3 Akarsh Printers Ltd. -2,800 -0.02 - -

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S.No For Each of the Top 10 Shareholders Shareholding at the beginning of the year


No. of shares


company

No. of shares


company4 TuaregProperties&SecuritiesServices -50,100 -0.29

5 Bodhi Art Limited -12,29,300 -6.22

Fresh issued to Bodhi Art Limited on 28.08.2019 due to mergerofSTPInfraCarePvtLtd

12,29,300 6.22

Acquired on 1st November 2019 Berger Paints India Limited

+22,86,940 11.58

At the end of year:1 Berger Paints India Limited - - 1,88,63,180 95.53

2 LIC 1,60,000 0.92 1,60,000 0.92

3 Bank of India 1,200 0.01 1.200 0.01

4 SKG Fiscals Ltd 100 100

5 NRI & OCB 91,600 0.53 91,600 0.53

6 Other Individual 7,88,656 4.50 6,29,636 3.19

E) Shareholding of Directors and Key Managerial Personnel

S.No. Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year


No. of shares

% of totalshares of

thecompany

No. of shares


company

1 Krishna Prasad Shrivastav with his relatives 7,09,600 4.09 - -

2 K K Biyani 91 - 91 -Date wise Increase / Decrease in PromotersShareholding during the year specifying the reasons for increase /decrease (e.g. allotment /transfer/bonus/sweatequityetc.):

Sold on 1st November 2019 to Berger Paints India Ltd. 4,49,600

Sold on 6th November 2019 to Berger Paints India Ltd. 2,60,000

At the end of the year

Krishna Prasad Shrivastav with his relatives - - -

K K Biyani (ceased to be Director 1.10.2019) 91 - 91 -

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V) Indebtedness - IndebtednessoftheCompanyincludinginterestoutstanding/accruedbutnot due for payment.

(Amount in `)

Secured Loans Excluding Deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 2,224.72 1,550.15 - 3,774.87ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -Total (i+ii+iii) 2,224.72 1,550.15 - 3,774.87Change in Indebtedness during the financial year

* Addition 9.28 - 9.28* Reduction - 150.15 - 150.15Net ChangeIndebtedness at the end of the financial yeari) Principal Amount 2,234.00 1,400.00 - 3,634.00ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -Total (i+ii+iii) 2,234.00 1,400.00 - 3,634.00

VI. Remuneration of Directors and Key Managerial Personnel:-A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

S.No. Particulars of RemunerationName of MD/WTD/ Manager Total

AmountKrishna Prasad Shrivastav (WTD)1 Gross Salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

95,50,000 95,50,000

(b)Value of perquisites u/s 17(2) Income-taxAct, 1961

39,600 39,600

(c)Profitsinlieuofsalaryundersection17(3)Income- tax Act, 1961

- -

2 Stock Option - -3 Sweat Equity - -4 Commission

-as%ofprofit- others, specify

- -

5

Others, please specify (Fee for attending 4 board committee meetings)

- -

Total (A) 95,89,600 95,89,600Ceiling as per the Act

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B. Remuneration to other Directors (Amount in `)

S. No.

Particulars of Remuneration

Name of Directors Total Amount Mr. Amit

JudgeMr. Ranjit Chowdhry

Mr. Lalit Puri

Mr. S. Gulati

Mr S. Chowfla

Mr. K.K. Biyani

Mr A. Sen Mr K.K. Sai

1 Independent Directors

Fee for attending board/committeemeetings

- 1,00,000 1,00,000 - - - - - 2,00,000

Commission - - - - - - - - -Others,please specify

- - - - - - - -

Total (1) - 1,00,000 1,00,000 - - - - - 2,00,0002 Other Non-

Executive Directors

- - - - - -

Fee for attending board/committeemeetings

- - - - - -

Commission - - - - - - - - -Others, please specify

- - - - - - - - -

Total (2) - - - - - - - - - Total (B)=(1+2) - 1,00,000 1,00,000 - - - - - 2,00,000 TotalManagerial

Remuneration- - - - - - - - -

Overall Ceiling as per the Act

- - - - - - - - -

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD(Amount in `)

S.No. Particulars of Remuneration Jai Prakash KukrejaCFO Total

1 Gross salary(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

25,23,600 25,23,600

(b)Valueofperquisitesu/s17(2)Income-taxAct,1961 32,400 32,400(c)Profitsinlieuofsalaryundersection17(3)Income-taxAct,1961 - -

2 Stock Option - -3 Sweat Equity - -4 Commission - -

-as%ofprofit - -Others, specify - -

5 Others, please specify (EPF, Gratuity & Reimbursements) - -Total 25,56,000 25,56,000

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VII. Penalties / Punishment/ Compounding of Offences:

TypeSection of the

Companies ActBrief

Description

Details of Penalty /

Punishment/ Compounding fees imposed

Authority[RD / NCLT/

COURT]

Appeal made,if any (give

Details)

A. CompanyPenalty

NilPunishmentCompoundingB. DirectorsPenalty

NilPunishmentCompoundingC. Other Officers in DefaultPenalty

NilPunishmentCompounding

Therewerenopenalties /punishment / compoundingofoffences forbreachofanysectionofCompaniesActagainsttheCompanyoritsDirectorsorotherofficersindefault,ifany,duringtheyear.

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ANNEXURE ‘B’Particulars of Contracts or Arrangements made with Related Parties

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules, 2014 – AOC - 2)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

TherewerenocontractsorarrangementsortransactionsenteredintoduringtheyearendedMarch31,2020, which were not at arm’s length basis.

2. Details of material contracts or arrangement or transactions at arm’s length basis:

Duration of contract /

arrangement

Name of the Related party and nature of relationship (as per

Companies Act, 2013)

Nature of concern or interest in contracts/arrangements/

transactions

Nature and Salient terms of the contracts or arrangements

or transactions including the value, if any

Amount in Advance(` Lakhs)

Date of approval at the meeting

of the Board

1 2 3 4 5 6

01.04.2019 to 31.10.2019

Mr. Krishna Prasad Srivastav Sec 2(76)(1)

Loans received in the ordinary course of business ` 43 Lakhs

Based on Market rates

Advances paid have

been adjusted against billing

whenever applicable

06.06.2019

TurnerMorrisonLimited -HoldingCompany (upto 31.10.19) Sec 184 (2) (a) and Sec 2 (76)

Inter corporate Loans received in the ordinary course of business ` 400 Lakhs

06.06.2019

Mr. Krishna Prasad Srivastav - Diagram Estates Pvt Ltd (Managing Director of the Company and shareholder of the Related party) Sec 2 (76) (iv)

Inter corporate Loans received in the ordinary course of business ` 150 Lakhs 06.06.2019

01.11.2019 to 31.03.2020

Berger Paints India Limited - Holding Company (From 01.11.2019) Sec 184 (2) (a) and Sec 2 (76)

(a) Goods sold in ordinary course of Business - ` 161.98 Lakhs 06.02.2020

(b) Goods purchased in ordinary course of Business - ` 1.52 Lakhs

06.02.2020

For and on behalf of the Board

Krishna Prasad Shrivastav Sachin GulatiPlace : New Delhi Managing Director DirectorDate : 19.06.2020 DIN 00131298 DIN 08622759

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ANNEXURE ’C’

Policy regarding Directors Appointment & Remuneration

In pursuance of the Company’s policy to consider human resources as its invaluable assets, to pay suitable remuneration to all Directors, Key Managerial Personnel (KMP) and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013, this policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors

Policy for appointment and removal of Director, KMP and Senior Management

Appointment criteria and qualifications

1. TheCommitteeshallidentifyandascertaintheintegrity,qualification,expertiseandexperienceofthepersonforappointmentasDirector,KMPoratSeniorManagement levelandrecommendto theBoardhis /herappointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she isconsideredforappointment.TheCommitteehasdiscretiontodecidewhetherqualification,expertiseandexperiencepossessedbyapersonissufficient/satisfactoryfortheconcernedposition.

3. TheCompanyshallnotappointorcontinuetheemploymentofanypersonasWholetimeDirectorwhohasattained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on theexplanatorystatementannexedtothenoticeforsuchmotionindicatingthejustificationforextensionofappointment beyond seventy years.

Term / Tenure

1. Managing Director/Whole-time Director:

TheCompany shall appoint or re-appoint any person as its Executive Chairman,ManagingDirector orExecutiveDirectorforatermnotexceedingfiveyearsatatime.Nore-appointmentshallbemadeearlierthan one year before the expiry of term.

2. Independent Director

AnIndependentDirectorshallholdofficeforatermuptofiveconsecutiveyearsontheBoardoftheCompanyand will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

NoIndependentDirectorshallholdofficeformorethantwoconsecutivetermsof5yearseach,butsuchIndependent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. However, if a person who has already served as an Independent Director for 5 years or more in the Company as on 1st October, 2014 or such other date as may be determined by the Committee as per regulatory requirement,he/sheshallbeeligibleforappointmentforonemoretermof5yearsonly.

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At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company.

Evaluation

TheCommitteeshallcarryoutevaluationofperformanceofeveryDirector,KMPandSeniorManagementPersonnel at regular interval (yearly).

Removal

DuetoreasonsforanydisqualificationmentionedintheCompaniesAct,2013,rulesmadethereunderorunder any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

Retirement

TheDirector,KMPandSeniorManagementPersonnelshallretireaspertheapplicableprovisionsoftheCompaniesAct,2013andtheprevailingpolicyoftheCompany.TheBoardwillhavethediscretiontoretaintheDirector,KMP,SeniorManagementPersonnel inthesameposition/remunerationorotherwiseevenafterattainingtheretirementage,forthebenefitoftheCompany.

Policy relating to the Remuneration for the Whole-Time Director, KMP and Senior Management Personnel

General

1. Theremuneration/compensation/commissionetc.totheWhole-timeDirector,KMPandSeniorManagementPersonnelwillbedeterminedbytheCommitteeandrecommendedtotheBoardforapproval.Theremuneration/ compensation / commission etc. shall be subject to the prior/post approval of the shareholders of theCompanyandCentralGovernment,whereverrequiredinrespectofWTDandindependentdirectors.

2. TheremunerationandcommissiontobepaidtotheWhole-timeDirectorshallbe inaccordancewiththepercentage / slabs / conditions laid down in theArticles ofAssociation of theCompany and as per theprovisions of the Companies Act, 2013, and the rules made thereunder and approved by the shareholders.

3. Incrementstotheexistingremuneration/compensationstructuremayberecommendedbytheCommitteeto the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director. Increments in respect of a Whole-time Director shall be effective in terms of his appointment and in respect of other employees shall be effective from 1st April each year.

4. WhereanyinsuranceistakenbytheCompanyonbehalfofitsWhole-timeDirector,ChiefExecutiveOfficer,ChiefFinancialOfficer,theCompanySecretaryandanyotheremployeesforindemnifyingthemagainstanyliability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

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Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:

1. Fixed Pay

TheWhole-timeDirector/KMPandSeniorManagementPersonnelshallbeeligibleforamonthlyremunerationasmaybeapprovedbytheBoardontherecommendationoftheCommittee.Thebreakupofthepayscaleand quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

2. Minimum Remuneration

If, inanyfinancialyear,theCompanyhasnoprofitsor itsprofitsareinadequate,theCompanyshallpayremuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

3. Provisions for excess remuneration

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government,whererequired,he/sheshallrefundsuchsumstotheCompanyanduntilsuchsumisrefunded,holditintrustfortheCompany.TheCompanyshallnotwaiverecoveryofsuchsumrefundabletoitunlesspermitted by the Central Government.

Remuneration to Non- Executive / Independent Director

1. Remuneration / Commission

Theremuneration/commissionshallbefixedaspertheslabsandconditionsmentionedintheArticlesofAssociation of the Company and the Companies Act, 2013 and the rules made thereunder.

2. Sitting Fees

TheNon-Executive/IndependentDirectormayreceiveremunerationbywayoffeesforattendingmeetingsof Board or Committee thereof. Provided that the amount of such fees shall not exceed ` One lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

3. Commission

Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding1%oftheprofitsoftheCompanycomputedaspertheapplicableprovisionsoftheCompaniesAct, 2013.

4. Stock Options

An Independent Director shall not be entitled to any stock option of the Company.

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ANNEXURE “D”Information as per the provision of Section 134(3)(m) of the Companies Act, 2013

readwithRule8ofTheCompanies(Accounts)Rules,2014.

A. Conservation of Energy

• BoileroperatingTemperaturereducedfrom180º-175ºCwhichresultedinsavingthefuel.

• Installation of new High- speed Disperser for epoxy products, to save in batch making and saving of solvent in cleaning.

• Use of Diesel in place of LPG gas in ShaliPlus Plant for better heating and saving on fuel cost.

• Installationofscrewfeederforeasyhandlingforfillingandbaggingincreasedproductivityandherebyreducing consumption of energy.

• Periodical and preventive maintenance of equipment, earned optimum utilization of electric energy.

• Feeding of 3 mixers from bulk storage tank with dimple coil heating saves fuel cost by 25%

• Installation of Capacitor bank in factories improves power factor

• Installation of LED Bulbs to conserve electricity at our factory

• SeparatedtheheatedBitumensupplylineofShaliPlusandTarFeltPlanttoreducethefuelconsumption

Total Energy Consumption and Energy Consumption per unit of Production as per FormA is attachedseparately.

B. Technology Absorption

Area of R&D Activity

• ShaliPoxy400FG–Singlefeedfoodgradeepoxy(WRAScertified)

• ShaliCemEWP150–Polymermodifiedhighelongationcementitiouswaterproofing(CFTRIapproved)

• ShaliProtek2ACPUTC–AcrylicbasedaliphaticpolyurethaneUVresistantcoating

• ShaliFloorSL3EASC–AntiStaticConductiveselflevelingepoxyflooring

• ShaliCem ABRA – High hydraulic aberration resistant mortar

• ShaliFix 2C SC – two components surface correction mortar

• ShaliPitch MP – Meso- phase based coal tar pitch for carbon electrode

• ShaliSealBTSB–Coldappliedbituminoussealingcompound

Benefits Derived as a Result of the above R&D Efforts • GreenProductforroofwaterproofing

• Enhancing product range

• Customerspecificproducts

• Value engineering

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Future Plan of action

• Liquidhardeneranddensifierforconcrete

• Ready mix epoxy putty

• Solvent free poly urea coating

• Poly siloxane based exterior coating

Expenditure on R&D (` in Lakhs)

Particulars Amount

Capital 1.44

Recurring 120.11

Total 121.55

Technology, Absorption, Adoption & Innovation

• No technology is imported, indigenous technology has been adopted.

• Product tie-ups with different companies are being considered.

• Institutional tie up is being considered

C Foreign Currency Earning & Outflow

As regards the information in respect of foreign exchange earnings and outgo, the same has been given in the Notes forming part of the accounts for the year ended 31st March 2020.

Environment

Pollution control measures:

a) Factory roads are cleaned, renovated and maintained on regular basis.

b) Cooling tower water pump covered and free from dust

c) Allvalvesarejacketedwithhotoilcirculationsystemremovinglocalflameheating

d) Occupational Health related issues are practiced in all factories

e) Plantation of small trees on regular basis to comply with the ambient Air Quality Norms

f) ETPplantandRainwaterharvestingsystemisinprocess

g) Use of recycled water for gardening

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ANNEXURE ‘E’

REPORT ON CSR ACTIVITIES/INITIATIVETheCompanyhasinitiatedtopursueitsCSRprojectsduringtheyearunderreviewbydistributingsewingmachinesto the residentsof twounderdevelopedareas.TheCompanyhasdecided todistribute140no.UshaSewingMachines (“Anand Composite” model with stand) in the areas tabled below for development of employment opportunities.TherequirednumberofmachineshavebeenprocuredandarelyingintherespectiveunitsoftheCompanyfordistribution.ThedistributionkeptinabeyanceduetorestrictionsimposedbythegovernmentsduetospreadofCOVID19.TheCompanywillstartdistributiononcethesituationpermitstodoso.ThisactivityoftheCompany will open up new areas of self- employment.

TheCSRCommittee(‘theCommittee”)comprisesthefollowingmembers:-Mr.KuldipSinghDhingra,ChairmanoftheCommittee,Mr.KrishnaPrasadShrivastav,Mr.AniruddhaSenandMr.SandeepChowfla.

TheCommitteemetat regular intervals todiscussandapproveCSRprojectsandapprovesexpenditures.Thecurrent location and status of the sewing machine distribution drive are as under:-

Sl No. State Area No.of sewing machines to be distributed

Status

1 West Bengal Sipaigachi 100 Distribution kept in abeyance due to spread of COVID 19. Will start once the situation permits. 2 Jharkhand Jamshedpur 40

AveragenetprofitoftheCompanyforthelastthreefinancialyears:` 358.91 Lakhs. Prescribed CSR Expenditure (twopercentoftheaverageNetprofitforthelastthreefinancialyears):` 7.18 Lakhs.

Details of amount spent on CSR activities during the year 2019-2020:Totalamounttobespentforthefinancialyear:` 7,18,000.00Amount Spent- ` 7,40,880.00

Amount unspent, if any: NIL (` in Lakhs)1 2 3 4 5 6 7 8Sl. No.

CSR project or activity identified

Sector in which the Project is covered

Projects1. Local area or other2. Specify the State and district where projects or programs was undertaken

Amount outlay( budget) project or program wise

Amount spent on the projects or programsSub- heads:1. Direct expenditure on projects or programs2. Overheads

Cumulative expenditure upto to the reporting period

Amount spent: Direct or through implementing agency

Distribution of Sewing Machines

TogenerateSelfemployment

1) Sipaigachi (West Bengal)

2) Jamshedpur (Jharkhand)

7.18 Lakhs 140 Number of USHA brand Sewing Machines ` 7.40 Lakhs

7.40 Lakhs

Total 7.18 Lakhs 7.40 Lakhs 7.40 Lakhs

Detailsofimplementingagency:TheCompanycarriesouttheCSRworkitself.TheCSRCommitteestatesthattheimplementation and monitoring of CSR Policy, is in compliance with CSR objectives and policy of the Company.

Dated: 19.06.2020Sd – Chairman, CSR CommitteeSd – Managing Director

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Form - AForm for disclosure of particulars with respect to Conservation of Energy: 2019-2020

PARTICULARSAMBATTUR GOA JAMSHEDPUR KOSI PANOLI SIPAIGACHI

2019-2020 2018-2019 2019-2020 2018-2019 2019-2020 2018-2019 2019-2020 2018-2019 2019-2020 2018-2019 2019-2020 2018-2019A. POWER AND FUEL

CONSUMPTION1 ELECTRICITYa) PURCHASED

Units 152,684 110,610 48,715 42,956 249,836 182,527 88,392 84,576 96,040 79,400 81,544 70,925 TotalAmount(`) 1,865,843 1,583,434 458,774 454,945 2,167,408 1,545,587 878,425 892,865 946,953 804,253 1,386,097 1,309,370 AverageRate/Unit (`)

12.22 14.32 9.42 10.59 8.68 8.47 9.94 10.56 9.86 10.13 17.00 18.46

b) OWN GENERATION

i Through Diesel GeneratorUnits 3,328.00 2,936.00 62,700 35,768 142,327 85,816 53,177 53,162 5,760 4,800 5,620 5,590 Units per litre of Diesel Oil

5.00 5.00 4.75 4.75 7.37 4.27 3.09 3.09 2.67 2.40 1.87 1.77

AverageCost/Unit (`)

34.90 35.90 13.67 14.19 9.12 14.50 21.11 21.74 23.68 30.47 70.11 68.11

ii Through Steam Turbine/Generator

Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil

Units Units per tone of Coal AverageCost/Unit (`)

2 COAL Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil NilQuantity (Million Tones)TotalCost(`) Average rate (`/Ltr.)

3 FURNACE OIL Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil NilQuantity 42,874 4,380 TotalAmount(`) 1,420,213 128,904 Average rate (`/Ltr.)

33.13 29.43 - - - - - - - - - -

4 OTHERS/INTERNAL GENERATION

Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil

Quantity (Kilo Litres) TotalCost(` Lakhs) Average rate (` /KL)

B. CONSUMPTION PER UNIT OF PRODUCTION

AMBATTUR GOA JAMSHEDPUR KOSI PANOLI SIPAIGACHI2019-2020 2018-2019 2019-2020 2018-2019 2019-2020 2018-2019 2019-2020 2018-2019 2019-2020 2018-2019 2019-2020 2018-2019

UnitsofProduction(MT) 2,796.21 2,268.67 1,642.65 1,831.13 9,705.03 9,256.34 4,030.63 3,600.01 4,829.04 3,852.27 2,731.00 2,623.20 Electricity(Units/Mt) 78.52 63.71 48.72 42.99 40.41 28.99 35.12 38.26 14.92 15.46 30.37 29.17 Furnace Oil 15.58 12.64 Nil Nil Nil Nil NIL NIL NIL NIL Nil NilCoal (specify quality) Nil Nil Nil Nil Nil Nil NIL Nil Nil Nil Nil NilOther/LPG(Kgs./MT) Nil Nil Nil Nil Nil Nil NIL Nil Nil Nil Nil NilPropane(Kgs./MT) Nil Nil Nil Nil Nil Nil NIL Nil Nil Nil Nil Nil

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Independent Auditor’s Report to the Members of STP Limited

Report on the Audit of the Ind AS Financial Statements

Opinion

1. Wehave audited the accompanying IndAS financial statements ofSTP Limited (“the Company”), whichcomprisetheBalanceSheetasat31stMarch2020,theStatementofProfitandLoss(includingOther Comprehensive Income), the Statement of Cash Flows, the Statement of Changes in Equity for theyearthenendedonthatdateandnotestotheInsASfinancialstatementincludingasummaryofsignificantaccountingpoliciesandotherexplanatory information(hereinafter referred toas“IndASFinancial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidIndASfinancialstatementsgivetheinformationrequiredbytheCompaniesAct,2013(“theAct”) 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, 2020, its loss (including OtherComprehensiveLoss),Changesinequityanditscashflowsfortheyearendedonthatdate.

Basis for Opinion

2. WeconductedourauditinaccordancewiththeStandardsonAuditing(SAs)specifiedundersection143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the IndASfinancialstatementsundertheprovisionsoftheCompaniesAct,2013andtheRulesthereunder,andwehavefulfilledourotherethicalresponsibilitiesinaccordancewiththeserequirementsandtheCodeofEthics.Webelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovide a basis for our opinion.

Key Audit Matters

3. KeyAuditMattersarethosemattersthat,inourprofessionaljudgment,wereofmostsignificanceinourauditofthefinancialstatementsofthecurrentperiod.Thesematterswereaddressedinthecontextofourauditofthefinancialstatementsasawhole,andinformingouropinionthereon,andwedonotprovide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

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Sr. No Key Audit Matter Auditor’s Response1 Accuracy of recognition, measurement,

presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115 “Revenue from Contracts with Customers”

The Company recognizes revenues whencontrol of the goods is transferred to the customeratanamount that reflects thenetconsideration, which the Company expects to receive for those goods from customers. In determining the sales price, the Company considers the effects of rebates and discounts (variable consideration).

The terms of sales agreements, includingthe timing of transfer of control, based on the terms of relevant contract and nature of discount and rebate arrangements, create complexities that requires judgement in determining sales revenue.

Considering the above factors and the risk associated with revenue recognition, we have determined the same to be a key audit matter.

Principal Audit Procedures

Our audit procedures included the following:

• Considering the Company’s revenue recognition policy and assessed its compliances in terms of Ind AS 115 “Revenue from contracts with customer”;

• Assessing the design and tested the operating effectiveness of internal controls related to sales andapplicablerebates/discounts;

• Performing sample tests of individual sale transaction and traced to sales invoices, sales orders and other related documents. In respect of the samples selected, tested recognition of revenue;

• Performing test of details, by selecting on a sample basis rebates and discount schemes as approved by the management to assess its accounting;

• Selecting sample of sales transaction made pre and post year end, agreed the period of revenue recognition to underlying documents including customer’sconfirmation,and;

• Assessing the relevant disclosures made within the IndASfinancialstatements.

Other Information

4. TheCompany’sBoardofDirectorsisresponsiblefortheotherinformation.TheotherinformationcomprisestheinformationincludedintheBoard’sReportbutdoesnotincludethefinancialstatementsandourauditor’sreportthereon.Thisotherinformationisexpectedtobemadeavailabletousafterthedateofthisauditor’sreport.

5. OuropinionontheIndASfinancialstatementsdoesnotcovertheotherinformationandwedonotexpressany form of assurance conclusion thereon.

6. InconnectionwithourauditoftheIndASfinancialstatements,ourresponsibilityistoreadtheotherinformationand,indoingso,considerwhethertheotherinformationismateriallyinconsistentwiththeIndASfinancialstatements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

7. When we read the other information consisting of the information included in the Board’s report, if we conclude that there is a material misstatement therein, we are required to communicate the matters to those charged with governance.

Management’s Responsibility for the Ind AS Financial Statements

8. TheCompany’sBoardofDirectorsisresponsibleforthemattersstatedinsection134(5)oftheCompaniesAct,2013(“theAct”)withrespecttothepreparationoftheseIndASfinancialstatementsthatgiveatrueandfairviewofthefinancialposition,financialperformance,changesinequityandcashflowsoftheCompanyin

27

accordance with the accounting principles generally accepted in India, including the accounting Standards specifiedundersection133oftheAct.Thisresponsibilityalsoincludesmaintenanceofadequateaccountingrecords 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 maintenanceofadequateinternalfinancialcontrols,thatwereoperatingeffectivelyforensuringtheaccuracyand completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financialstatementthatgiveatrueandfairviewandarefreefrommaterialmisstatement,whetherduetofraud or error.

9. InpreparingtheIndASfinancialstatements,managementisresponsibleforassessingtheCompany’sabilityto continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

10. TheBoardofDirectorsarealsoresponsibleforoverseeingthecompany’sfinancialreportingprocess.

Auditor’s Responsibility for the Audit of the Ind AS Financial Statements

11. OurobjectivesaretoobtainreasonableassuranceaboutwhethertheIndASfinancialstatementsasawholeare free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonablybeexpectedtoinfluencetheeconomicdecisionsofuserstakenonthebasisoftheseIndASfinancialstatements.

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

l Wealso identifyandassess therisksofmaterialmisstatementof the IndASfinancialstatements,whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtainauditevidencethatissufficientandappropriatetoprovideabasisforouropinion.Theriskofnot detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

l Obtained an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financialcontrolssysteminplaceandtheoperatingeffectivenessofsuchcontrols.

l Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

l Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or

28

conditionsthatmaycastsignificantdoubtontheCompany’sabilitytocontinueasagoingconcern.Ifwe conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report totherelateddisclosuresintheIndASfinancialstatementsor,ifsuchdisclosuresareinadequate,tomodify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

l Evaluatetheoverallpresentation,structureandcontentoftheIndASfinancialstatements,includingthedisclosures,andwhethertheIndASfinancialstatementsrepresenttheunderlyingtransactionsand events in a manner that achieves fair presentation.

13. Materialityisthemagnitudeofmisstatementsinthefinancialstatementsthat,individuallyorinaggregate,makesitprobablethattheeconomicdecisionsofareasonablyknowledgeableuserofthefinancialstatementsmaybeinfluenced.Weconsiderquantitativematerialityandqualitativefactorsin(i)planningthescopeofour auditwork and in evaluating the results of ourwork; and (ii) to evaluate the effect of any identifiedmisstatementsinthefinancialstatements.

Report on Other Legal and Regulatory Requirements

14. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub –section (11) of section 143 of the Act, we give in the Annexure-A, a statement on the mattersspecifiedinparagraphs3and4oftheOrder,totheextentapplicable.

15. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) TheBalanceSheet, theStatementofProfitandLoss(includingothercomprehensive income), theCash Flow Statement and Statement of Changes in Equity dealt with by this report are in agreement with the books of account and with the returns received from the unit not visited by us.

(d) In our opinion, the aforesaid IndAS financial statements comply with theAccounting StandardsspecifiedunderSection133oftheAct,readwithRule7oftheCompanies(Accounts)Rules,2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2020 taken onrecordbytheBoardofDirectors,noneofthedirectorsisdisqualifiedason31stMarch,2020frombeing appointed as a director in terms of Section 164 (2) of the Act;

(f) WithrespecttotheadequacyoftheinternalfinancialcontrolsoverfinancialreportingoftheCompanyand the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended: According to the information and explanations given to us and the records of the Company examined by us, the managerial remuneration paid or

29

provided to the Managing Director is in excess of the prescribed limits mandated by the provisions of section 197 read with Schedule V of the Act for which the Company has to take an approval from shareholders through a Special Resolution.

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

a. TheCompany has disclosed the impact of pending litigations on its financial position in itsfinancialstatements–ReferNote36oftheIndASfinancialstatements.

b. TheCompanydidnothaveany long-termcontracts includingderivative contracts forwhichthere were any material foreseeable losses.

c. TherewerenoamountswhichwererequiredtobetransferredtotheInvestorEducationandProtection Fund by the Company.

For L B Jha & Co.,Chartered Accountants

Firm Registration No. 301088E

(D. N. Roy) PartnerPlace : Kolkata (Membership No. 300389)Date : 19.06.2020 UDIN: 20300389AAAACM5786

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Annexure- A: To the Independent Auditor’s Report

To the Members of STP Limited[Referred to in paragraph 14 of the Independent Auditor’s Report of even date]

1. (a) TheCompanyismaintainingproperrecordsshowingfullparticularsincludingquantitativedetailsandsituationoffixedassets.

(b) As explained to us, the company has a system of verifying all its major Property, Plant & Equipment overaperiodofthreeyears.TheProperty,PlantandEquipmentsoscheduledforverificationduringthis year have been physically verified. The discrepancies noticed on such verification were notmaterial and have been properly dealt with in the books of accounts.

(c) According to the information and explanations given to us and the records of the Company examined by us, the title deeds of the immovable properties of the Company are held in the name of the Company except the immovable properties which were owned by STP Infracare Private Limited which hasmerged with the Company under the scheme of arrangement approved by the appropriate authority which are still held in the name of the erstwhile company.

2. Theinventoryhasbeenphysicallyverifiedbythemanagementduringtheyear.Thediscrepanciesnoticedonphysicalverificationofinventoryascomparedtobookrecordswerenotmaterialandhavebeenproperlydealtwithinthebooksofaccount.Inouropinion,thefrequencyofverificationisreasonable.

3. The Company has not granted any loans, secured or unsecured, to companies, firms, limited liabilitypartnership or other parties covered in the register maintained under Section 189 of the Act.

3. TheCompanyhasnotgrantedanyloansormadeanyinvestments,orprovidedanyguaranteesorsecurityto the parties covered under section 185 and 186 of the Act. Hence this clause is not applicable.

4. TheCompanyhasnotacceptedanydepositswithinthemeaningofSections73to76oftheActandtherulesframed there under.

5. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 in respect of the Company’s product to which the said rules are made applicable and are of the opinion that prima facie, the prescribed records have been made and maintained. We have however not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

7. (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 the undisputed statutory dues including provident fund, employees’ state insurance, income-tax, duty of customs, goods and service tax, cess and any other 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, the particulars of dues of income tax, value added tax and sales tax as at 31st March 2020 which has not been deposited on account of a dispute are as follows:

31

Name of the Statute

Nature of Dispute Amount(` Lakhs)

Period Forum where dispute is pending

CentralSalesTaxAct, 1956

CentralSalesTax 63.24 2009-10, 2010-11, 2011-12, 2012-13, 2013-14, 2014-15 & 2015-16

Assistant Commissioner of CommercialTaxatSouthGoa,Margao


CentralSalesTax 2.14 1997-98 Additional/DeputyCommissionerCommercialTaxes,CorporateDivision, Kolkata

West Bengal Sales TaxAct,1994

StateSalesTax 17.27 1999-00 Additional/DeputyCommissionerCommercialTaxes,CorporateDivision, Kolkata


CentralSalesTax 40.14 1993-94 Hon’ble Madras High Court


CentralSalesTax 63.17 1995-96, 1998-99

AACSalesTax,Chennai

Delhi Value Added TaxAct,2004

StateVAT 54.46 2013-14, 2014-15 AppellateAuthority,SalesTax,Delhi

West Bengal Sales TaxAct

CST 211.17 2015-16 Appellate Authority, Deputy Commissioner (South)

IncomeTaxAct,1961

IncomeTax 41.02 2011-12 IncomeTaxAppellateTribunal,Kolkata

IncomeTaxAct,1961

IncomeTax 0.01 2012-13 IncomeTaxAppellateTribunal,Kolkata

8. According to the information and explanations given to us and the records of the Company examined by us, the Company has not defaulted in repayment of dues of loans or borrowings to bank, as at the date of Balance Sheet.

TheCompanyhasneithertakenanyloanfromfinancialinstitutionsorGovernmentnorissuedanydebentures.

9. On the basis of information and explanation given to us, term loans have been applied for the purposes for whichtheywereobtained.TheCompanyhasnotraisedmoneysbywayofinitialpublicofferorfurtherpublicoffer (including debt instrument).

10. 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 fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

11. According to the information and explanations given to us and the records of the Company examined by us, the managerial remuneration paid or provided to the Managing Director is in excess of the prescribed limits mandated by the provisions of section 197 read with Schedule V of the Act for which the Company has to take an approval from shareholders through a Special Resolution.

32

12. TherelatedstatutesarenotapplicableastheCompanyisnotaNidhiCompany.

13. According to the information and explanations given to us and the records of the Company examined by us, the Company has complied with the requirements of sections 177 and 188 of the Act with respect to its transactions with the related parties. Pursuant to the requirement of the applicable Accounting Standard, detailsoftherelatedpartytransactionshavebeendisclosedinNote40ofthefinancialstatementsfortheyear under audit.

14. TheCompanyhasneithermadeanypreferentialallotmentofsharesnorfullyorpartlyconvertibledebenturesduring the year under audit.

15. According to the information and explanations given to us and the records of the Company examined by us, the Company has not entered into any non-cash transactions, with any director of the Company or persons connected with them, involving acquisition of assets by or from them for consideration other than cash.

16. In our opinion, and according to the information and explanations given to us, not being a non-banking financialcompany,theCompanyisnotrequiredtoberegisteredundersection45-IAoftheReserveBankofIndia Act, 1934.




33

Annexure- B To the Independent Auditor’s ReportTo the Members of STP Limited[Referred to in paragraph 15(f) of the Independent Auditor’s Report of even date]

Report on the Internal Financial Control under Clause (i) of Sub –sections 3 of Section 143 of the Companies Act, 2013(“the Act”)1. WehaveauditedtheinternalfinancialcontrolsoverfinancialreportingofSTPLimited(“theCompany”)asof

31stMarch,2020inconjunctionwithourauditofthefinancialstatementsoftheCompanyfortheyearendedon that date.

Management’s Responsibility for Internal Financial Control2. TheCompany’smanagementisresponsibleforestablishingandmaintaininginternalfinancialcontrolbased

ontheinternalcontroloverfinancialreportingcriteriaestablishedbytheCompanyconsideringtheessentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (ICAI). Theseresponsibilities includethedesign, implementationandmaintenanceofadequate internalfinancialcontrolsthatwereoperatingeffectivelyforensuringtheorderlyandefficientconductofitsbusiness,includingadherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financialinformation,asrequiredundertheAct.

Auditors’ Responsibility3. Our responsibility is to express an opinion on the Company’s internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the “Guidance Note” and the Standard on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extentapplicable.ThoseStandardsandtheGuidanceNoterequirethatwecomplywithethicalrequirementsandplanandperformtheaudittoobtainreasonableassuranceaboutwhetheradequateinternalfinancialcontrolsoverfinancialreportingwasestablishedandmaintainedandifsuchcontrolsoperatedeffectivelyinall 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 internalfinancialcontrolsoverfinancial reporting includesobtaininganunderstandingof internalfinancialcontroloverfinancialreporting,assessingtheriskthatamaterialWeaknessexists,andtestingandevaluatingthedesignandoperatingeffectivenessofinternalcontrolsbasedontheassessedrisk.Theprocedureselecteddepends on the auditor’s judgment, including the assessment of the risk of material misstatement of the financialstatement,whetherduetofraudorerror.

5. WebelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforourauditopinionontheCompany’sinternalfinancialcontrolssystemoverfinancialreporting.

Meaning of Internal Financial Control over Financial Reporting6. ACompany’sinternalfinancialcontroloverfinancialreportingisaprocessdesignedtoprovidereasonable

assuranceregardingthereliabilityoffinancialreportingandthepreparationoffinancialstatementsforexternalpurposesinaccordancewithgenerallyacceptedaccountingprinciples.ACompany’sinternalfinancialcontroloverfinancialreportingincludesthosepoliciesandproceduresthat

34

1) pertaintothemaintenanceoftherecordsthat,inreasonabledetail,accuratelyandfairlyreflectthetransactions and dispositions of the assets of the company;

2) provide reasonable assurance that the transactions are recorded as necessary to permit preparation offinancialstatementsinaccordancewithgenerallyacceptedaccountingprinciples,andthatreceiptsand expenditure of the Company are being made only in accordance with authorization of management and directors of company; and

3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,ordispositionoftheCompany’sassetsthatcouldhaveamaterialeffectonthefinancialstatements.

Inherent Limitations of Internal Financial Control over Financial Reporting7. Becauseofinherentlimitationofinternalfinancialcontroloverfinancialreporting,includingthepossibilityof

collusion or improper management override of controls, material misstatements due to errors or fraud may occurandnotbedetected.Also,projectionsofanyevaluationsoftheinternalfinancialcontroloverfinancialreportingtofutureperiodsaresubjecttotheriskthattheinternalfinancialcontroloverfinancialreportingmaybecome inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion 8. Inouropinion,theCompanyhas,inallmaterialrespect,anadequateinternalfinancialcontrolssystemover

financialreportingandsuchinternalfinancialcontrolsoverfinancialreportingwereoperatingeffectivelyasat31stMarch2020,basedontheinternalcontroloverfinancialreportingcriteriaestablishedbythecompanyconsidering, the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Control Over Financial Reporting, issued by ICAI.




35

STP Limited Balance Sheet as at 31st March, 2020

Amount (` in Lakhs)

NoteNo.

As at March 31, 2020


As at April 1, 2018

II I. ASSETS

Non-current assets

(a) Property, plant and equipment

3

3,119.54 3,281.99 3,013.60

(b) Capital work-in-progress 64.58 6.07 12.39

(c) Other intangible assets 4.56 6.75 4.70

(d) Right to use 378.56 - -

(e) Financial Assets

(i) Investment 4 - 0.55 -

(ii) Loans 5 64.94 54.72 88.82

(iii)Otherfinancialassets 6 49.84 41.71 41.81

(f) Deferred tax assets (Net) 7 410.30 467.81 553.86

(g) Other non-current assets 8 284.41 233.40 123.64

Total Non - Current Assets 4,376.74 4,093.00 3,838.82

Current assets

(a) Inventories 9 2,327.28 1,884.15 1,378.27

(b) Financial Assets

(i)Tradereceivables 10 3,526.13 2,942.39 2,011.27

(ii) Cash and cash equivalents 11 121.04 298.69 305.75

(iii) Loans 12 82.59 607.81 635.82

(iv)Otherfinancialassets 13 9.77 16.02 8.34

(c)CurrentTaxAssets 14 109.44 13.39 69.28

(d) Other current assets 15 250.35 649.32 290.56

Total Current Assets 6,426.59 6,411.77 4,699.28

Total Assets 10,803.33 10,504.77 8,538.10

36

NoteNo.



As at April 1, 2018

II. EQUITY AND LIABILITIESEquity (a) Equity Share capital 16 1,974.56 1,735.06 1,735.06

(b) Share Capital Suspense Account - 239.50 -

(c) Other Equity 17 2,362.29 2,624.47 1,178.13

Total Equity 4,336.85 4,599.04 2,913.19Liabilities Non-current liabilities(a) Financial Liabilities

(i) Borrowings 18 287.69 1,393.91 1,110.21

(ii)Otherfinancialliabilities 19 3.78 4.93 16.65

(b) Lease Liability 295.87 -

(c) Provisions 20 187.45 151.12 167.16

Total non-current liabilities 774.79 1,549.96 1,294.02

Current liabilities(a) Financial Liabilities

(i) Borrowings 21 3,346.31 2,380.96 1,893.49

(ii)Tradeandotherpayables

total outstanding dues of micro enterprises and small enterprises

22148.00 32.23 11.31

total outstanding dues of creditors other than micro enterprises and small enterprises 1,796.91 1,414.20 1,769.16

(iii)Otherfinancialliabilities 23 47.04 129.65 290.70

(b) Other current liabilities 24 318.72 360.68 337.55

(c) Provisions 25 34.71 38.04 28.67

Total Current Liabilities 5,691.69 4,355.77 4,330.89Total liabilities 6,466.48 5,905.74 5,624.91

Total Equity & Liabilities 10,803.33 10,504.77 8,538.10SignificantAccountingPolicies 1&2

Explanatory Notes 33 to 50

Theaccompanyingnotesareintegralpartofthefinancialstatement As per our report of even date For and on Behalf of Board of DirectorsFor L B Jha & CoChartered AccountantsFirm Registration No. 301088E

D N Roy Jai Prakash Kukreja Krishna Prasad Shrivastav Sachin Gulati Partner CFO & CS Managing Director DirectorMembership No. 300389 DIN 00131298 DIN 08622759

Place: New DelhiDated: 19.06.2020

37

STP Limited Profit and Loss Statement for the year ended 31st March, 2020

NoteNo.

Year ended 31 March 2020

Year ended 31 March 2019

Revenue from operations 26 17,357.36 17,402.55Other income 27 140.54 197.39Total Income 17,497.90 17,599.93ExpensesCost of materials consumed 28 8,794.10 8,757.91PurchaseofStockinTrade 2,871.31 3,441.31Changes in inventories of work-in-progress, stock-in-trade andfinishedgoods

29 32.83 -199.24

Employeebenefitexpense 30 2,043.34 1,806.86Finance costs 31 529.27 526.62Depreciation and amortisation expense 3 422.45 301.00Other expenses 32 2,962.76 2,213.59Total Expenses 17,656.05 16,848.05Profit Before Tax -158.15 751.88Income tax expenses:- Current tax 75.06 122.88- Deferred tax 59.57 46.12-MATCreditEntitlement -75.06 -122.88Total Tax Expense 59.57 46.12

Profit After Tax -217.72 705.76Other Comprehensive IncomeItems that will not be reclassified to profit or lossActuarialgain/(loss)ondefinedbenefitobligation -7.41 -12.41Incometaxesrelatingtoitemsthatwillnotbereclassifiedtoprofitorloss

2.06 3.45

Other Comprehensive Income -5.35 -8.96Total Comprehensive Income for the year -223.06 696.80Earnings per Equity ShareBasic earnings per share (1.16) 4.07 Diluted earnings per share 35 (1.16) 4.07

Significant Accounting Policies 1&2Explanatory Notes 33 to 50Theaccompanyingnotesareintegralpartofthefinancialstatement As per our report of even date For and on Behalf of Board of DirectorsFor L B Jha & CoChartered AccountantsFirm Registration No. 301088E



38

STP LimitedNotes to the financial statements

Statement of Changes in Equity for the year ended 31st March, 2020A. Share Capital

Particulars Balance as on 01.04.2018

Issued during the year

Balance as on 31.03.2019

Issued during the year

Balance as on 31.03.2020

Equity Share Capital 1,735.06 - 1,735.06 239.50 1,974.56

B. Other Equity

Amount (` in Lakhs)

Particulars Attributable to Equity Share holders of the Company

Reserves and surplus Securities

premium Account

Capital Subsidy

Capital Reserve

Retained earnings

Total

Balance at 1 April 2018 1951.19 25.00 - -798.06 1,178.13 Adjustments - - 749.54 - 749.54

Profitfortheyear - - - 705.76 705.76

Other comprehensive income - - - -8.96 -8.96

Totalcomprehensiveincomefortheyear 1,951.19 25.00 749.54 696.80 1,446.34

Balance at 31 March 2019 1,951.19 25.00 749.54 -101.26 2,624.47Adjustments - -25.00 - -14.12 -39.12

ProfitfortheYear - - - -217.72 -217.72

Other comprehensive income - - - -5.35 -5.35

Totalcomprehensiveincomefortheperiod - - - -237.18 -223.06

Balance at 31 March 2020 1,951.19 - 749.54 -338.44 2,362.29

For and on Behalf of Board of Directors

For L B Jha & CoChartered AccountantsFirm Registration No. 301088E



39

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40

NOTES:

Note 4 Investment

Particulars As at March 31, 2020


As at April 1, 2018

Investment in mutual fundsQuoted/UnquotedInvestment in government or trust securities - 0.55 -Total - 0.55 -

Note 5 Loans - Non Current Particulars As at

March 31, 2020As at

March 31, 2019As at

April 1, 2018

Security depositsSecured, considered goods 99.19 54.72 88.82Provision for security deposit (34.24) - - Total 64.94 54.72 88.82

Note 6 Other Financial Assets



As at April 1, 2018

Bank deposits with more than 12 months maturity 14.39 14.92 13.72Margin Money with Bank 35.45 26.79 28.09Total 49.84 41.71 41.81

Note 7 Deferred Tax Assets



As at April 1, 2018

DeferredTaxAssets-EmployeeBenefit 57.76 52.63 54.48 - Losses 500.70 736.18 772.75 - others 298.49 98.55 97.01 Sub Total (A) 856.95 887.35 924.24DeferredTaxLiability - WDV -348.22 -419.55 -370.38 - others -98.43 - - Sub Total (B) (446.65) (419.55) (370.38)DeferredTax(Assets)/Liabilities(A-B) 410.30 467.81 553.86

41

Note 8 Other Non-Current Assets Amount (` in Lakhs)



As at April 1, 2018

Balances with statutory authorities Deposit with Government authorities & others 37.18 56.94 89.65MATcreditentitlement 227.90 152.84 20.94 Deferred Security Deposit 11.73 12.59 1.15 Other Advances and deposits 32.92 36.34 37.20 Less: Provision for Claim receivable -25.31 -25.31 -25.31

Total 284.41 233.40 123.64

Note 9 Inventories (At lower of cost or Net Realisable value)



As at April 1, 2018

Raw Material 1,307.60 839.88 550.64

Work-in-Progress 2.41 1.60 95.95

Finished Goods 1,008.08 1,041.72 729.15

Material-in-Transit 8.54 - -

Stores and Spares 0.65 0.95 2.53

Total 2,327.28 1,884.15 1,378.27

Note 10 Trade Receivables



As at April 1, 2018

Tradereceivables 3,764.91 3,271.33 2,334.69Less: Allowance for doubtful debts -238.78 -328.93 -323.41Total receiavables 3,526.13 2,942.39 2,011.27

Break up of security details:

Tradereceivables

(a) Secured, considered good - - -

(b) Unsecured, considered good 3,526.13 2,942.39 2,011.27

(c)Significantincreaseincreditrisk - - -

(d) Credit Impaired 238.78 328.93 323.41

Less: Allowance for doubtful debts -238.78 -328.93 -323.41

Total 3,526.13 2,942.39 2,011.27

42

Note 11 Cash and Cash Equivalents Amount (` in Lakhs)



As at April 1, 2018

(a) Balances with banks (1) Unrestricted Balance with banks (i) In Current Account 52.96 193.85 160.67 (ii) In Deposit Account - 3.00 0.12(b ) Cash in hand 11.94 14.89 15.90(c ) Others 56.13 86.95 129.06-For Unclaimed Dividends on Current Accounts-TermDeposits*(*Pledge with Bank against credit facilities availed by the Company)Cash and cash equivalents as per balance sheet 121.04 298.69 305.75

Total 121.04 298.69 305.75

Note 12 Loans- Current



As at April 1, 2018

Other Advances Unsecured, considered good Claim receivable 553.78 553.78 553.78 Advance to Supplier 82.59 54.04 82.04 Less : Provisions -553.78 - - Total 82.59 607.81 635.82

Note 13 Other Financial Assets



As at April 1, 2018

Interest Receivable 9.77 6.13 8.34

Rent receivable - 9.89 -

Total 9.77 16.02 8.34

Note 14 Current Tax Assets



As at April 1, 2018

AdvanceTax(NetofProvisionofTax)` 383.72 Lakhs (` 329.59 Lakhs)

109.44 13.39 69.28

TOTAL 109.44 13.39 69.28

43

Note 15 Other Current Assets Amount (` in Lakhs)



As at April 1, 2018

Prepaid Expenses 48.99 37.48 38.40Balances with Statutory Authorities 137.37 166.75 224.14Others 63.98 445.09 28.01Total 250.35 649.32 290.56

Note16 Equity Share Capital Particulars No. of Shares Equity Shares

Value(a) Authorised Share Capital At 1st April, 2018 20,000,000 2000.00Increase/(decrease)duringtheyear - -

At 31st March 2019 20,000,000 2000.00Increase/(decrease)duringtheyear - -

At 31st March 2020 20,000,000 2000.00

(b) Issued capital At 1st April, 2018 17,357,970 1,735.80Changes during the period - -

At 31st March 2019 17,357,970 1,735.80

Changes during the period 2,395,000 239.50

At 31st March 2020 19,752,970 1,975.30

(c) Subscribed and paid up capital At 1st April, 2018 17,350,616 1,735.06Changes during the period - - At 31st March 2019 17,350,616 1,735.06Changes during the period 2,395,000 239.50At 31st March 2020 19,745,616 1,974.56

44

(d) Rights and Restrictions of shareholders

(i) The Company has only one class of Equity shares having face value of ` 10/- each and eachshareholder is entitled to one vote per share.Each shareholder have the right in profit/surplus inproportion to amount paid up with respect to shares held.

(ii) In the event of winding up, the equity shareholders will be entitled to receive the remaining balance of assets if any, In proportionate to their individual shareholding in the paid up equity capital of the company.

(e) Details of each shareholder holding more than 5% shares

Amount (` in Lakhs)Name of Shareholder As at

March 31, 2020As at

March 31, 2019As at

April 1, 2018No. of Shares

heldNo. of Shares

heldNo. of Shares

heldTunerMorrisonLimited-upto31.10.19 - 14,700,940 14,700,940 Berger Paints India Limited - Holding Company w.e.f. 01.11.19

18,863,180 - -

Vasundhara Holdings Limited - 954,740 954,740

(f) Detail of Shares held by Holding company and Subsidiary & Associates of Holding Company:Name of Shareholder As at

March 31, 2020As at

March 31, 2019As at

April 1, 2018No. of Shares

heldNo. of Shares

heldNo. of Shares

heldTunerMorrisonLimited-upto31.10.2019 14,700,940 14,700,940 Berger Paints India Limited - Holding Company w.e.f. 01.11.2019

18,863,180 - -

Subsidiaries of Holding Company:Lodna Colliery Co. (1920) Limited - 50,000 50,000 TuraegProperties&SecuritiesServicesLimited - 50,100 50,100 Vasundhara Holdings Limited - 954,740 954,740 Total 18,863,180 15,755,780 15,755,780

Note 17 Other Equity



As at April 1, 2018

Securities Premium Reserve 1,951.19 1,951.19 1,951.19 Capital Subsidy - 25.00 25.00 Capital Reserve 749.54 749.54 -

Retained earnings -338.44 -101.26 -798.06

Total 2,362.29 2,624.47 1,178.13

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Note 18 BorrowingsAmount (` in Lakhs)



As at April 1, 2018

Secured

Term Loan

From Financial Institution 267.69 - 3.35

Current maturities

Vehicle Loans

From Banks - 0.65 0.62

From Financial Institution 20.00 25.09 30.23

Current maturities

Unsecured

Term Loan

From Financial Institution - 1,368.18 1,076.01

Current maturities

Unsecured - at amortised cost

(i) from related parties

Total non-current borrowings 287.69 1,393.91 1,110.21

18.1 Secured LoanTheloanissecuredbywayoffirstChargeonCertainimmovableassetsoftheCompany

18.2 Vehicle Loan:

Vehicle loan from Banks and Financial Institutions are secured by hypothecation of vehicles purchased thereunder are repayable in monthly installment over the period of loan

Note 19 Other Financial Liabilities



As at April 1, 2018

Non-Current

Security Deposits (Unsecured) 3.78 4.93 16.65

Total 3.78 4.93 16.65

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Note 20 Provisions Amount (` in Lakhs)



As at April 1, 2018

EmployeeBenefits

Gratuity 97.25 76.70 98.82

Leave 90.20 74.42 68.33

Total 187.45 151.12 167.16

Note 21 Borrowings- Current



As at April 1, 2018

SecuredFrom Banks

Cash Credit * 1,946.31 2,198.99 1,463.51

Buyer's Credit - - 226.98

Short term loan ** 1,400.00 - -

Unsecured Related Parties - - 103.00

Others - 181.97 100.00

Total 3,346.31 2,380.96 1,893.49

*Secured by Hypothecation of Stocks, Stores & Book Debts on pari-passu basis under a consortium agreement andfurthersecuredbywayoffirstchargeoncertainmovableandimmovableassetsoftheCompany.

**TheloanstakenfromBankissecuredbyCorporateGuaranteeoftheHoldingCompany

Note 22 Trade Payables



As at April 1, 2018

Totaloutstandingduesofmicroentreprisesandsmall entreprises

148.00 32.23 11.31

Totaloutstandingduesofcreditorsotherthanmicro entreprises and small entreprises

1,796.91 1,414.20 1,769.16

Total 1,944.91 1,446.44 1,780.47

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Note 23 Other Financial LiabilitiesAmount (` in Lakhs)



As at April 1, 2018

CurrentInterest accrued but not due on borrowings - - 0.09

Security Deposit 6.80 14.39 21.07

Current maturity of long term debt 40.24 115.27 269.54

Total 47.04 129.65 290.70

Note 24 Other Current Liabilities



As at April 1, 2018

Advances from customers 96.35 54.06 72.34

Statutory Dues 59.64 170.98 117.90

Other payable 162.73 135.64 147.32

Total 318.72 360.68 337.55

Note 25 Provisions



As at April 1, 2018

Employee Benefits Gratuity 19.57 21.54 16.81 Leave 15.15 16.50 11.87Total 34.71 38.04 28.67

Note 26 Revenue from Operations

Particulars For the year ended 31st March 2020

For the year ended 31st March 2019

Sale of Products 17,309.25 17,395.88

Other operating revenues:- Liability no longer required Written Back 40.64 0.46

- Insurance Claim Received 6.68 0.84

- Scrap Sale 0.78 5.36

Total 17,357.36 17,402.55

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Note 27 Other IncomeAmount (` in Lakhs)



Interest on Fixed Deposit 7.73 16.09Other Interest - Interest on Inter Corporate Loan 11.73 30.49Other non-operating income: Notional Interest on Security Deposit 3.95 2.04Other gains and losses: Net gain on sale of Fixed Assets 0.90 Rent Income 106.88 97.99Exchangefluctution 35.48 Miscellaneous Income 9.35 15.30Total 140.54 197.39

Note 28 Cost of Material Consumed



Raw Material / Packing Material Opening Stock 839.88 849.19 Add: Purchases 9,261.82 8,815.86 Less: Closing Stock 1,307.60 907.15 Consumption 8,794.10 8,757.91

Note 29 Changes In InventoriesParticulars For the year ended

31st March 2020For the year ended

31st March 2019(A) Opening Inventory Work in Progress 1.60 95.95

TradedGoods 642.19 446.85

Manufacturing Goods 399.53 301.28

Sub Total (A) 1,043.32 844.08(B) Closing Inventory Work in Progress 2.41 1.60

TradedGoods 452.60 642.19

Manufacturing Goods 555.48 399.53

Sub Total (B) 1,010.48 1,043.32

(Increase)/decrease in inventories (A-B) 32.83 -199.24

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Note 30 Employee Benefits ExpenseAmount (` in Lakhs)



(a) Salaries, Wages and incentives 1,879.52 1,666.53

(b) Contributions to Statutory funds 79.43 55.33

(c) Staff welfare expenses 84.39 85.00

Total 2,043.34 1,806.86

Note 31 Finance Cost



(a) Interest Expense 398.02 452.73

(b) Other Borrowing Cost

Notional Interest on leasehold properties 34.56 -

Notional Interest on security deposit 3.95 2.04

Bank charges 75.88 52.08

Finance Charges 0.03 4.68

(c) Interest cost on DBO 16.83 15.10

Total 529.27 526.62

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Note 32 Others ExpensesAmount (` in Lakhs)



Processing Charges & Payment to Sub Contractor 5.96 2.26

Stores & Spares Consumed 14.63 11.01 Power and Fuel 199.54 174.60

Rent 88.18 220.31

Repairs - Plant & Machinery 55.52 52.69

- Building 16.24 13.59

- Others 34.29 33.45

Insurance 53.77 38.11

Rates&Taxes 34.46 47.93

TravelingConveyance&VehicleMaintenance 360.01 301.14

TelephonePostage&Telegram 48.20 46.19

Research & Development 1.00 0.98

SalesTax 83.35 -

BadDebts/Advanceswrittenoff 8.77 28.37

Freight & Forwarding Expenses 775.66 730.93

Advertisement 5.07 6.56

Commission on Sales & Contracts 76.15 75.90

Directors' Sitting Fee 2.00 1.75

Legal & Professional Expenses 154.25 111.71

Loss/ProfitonSaleofFixedAssets 0.17 1.85

Exchange Fluctuation 33.08 -

Audit Fee 7.77 8.20

Provsion for Doubtful debts 605.80 5.52

Assets Discarted 8.70 3.11

Miscellaneous Expenses 290.18 297.44

Total 2,962.76 2,213.59

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1. Corporate Information

“STPLimited(“STPortheCompany”)isapubliclimitedcompanydomiciledinIndiaandincorporatedunderthe provisions of the Companies Act applicable in India. It has been a pioneer in manufacturing Bitumen, CoalTarandConstructionChemicalProductsinIndiaforover80years.STPisaresearch-ledinnovativeCompanywithbusinesssegmentsofWaterproofing,ProtectiveCoating&RoadSurfacing.ItcatersprimarilytothedomesticmarketandtheregisteredofficeoftheCompanyislocatedatBergerHouse,129ParkStreet,Kolkata - 700 017.

ThefinancialstatementsfortheyearendedMarch31,2020wereapprovedbytheBoardofDirectorsandauthorised for issue on 19th June, 2020.

1.1 Basis of Preparation

The IndAS financial statements of the Company have been prepared in accordance with IndianAccountingStandards(IndAS)notifiedundertheCompanies(IndianAccountingStandards)Rules,2015 (as amended from time to time) and presentation requirements of Division II of Schedule III to theCompaniesAct,2013,(IndAScompliantSchedule III),asapplicable to theCompany.TheIndAS financial statements have been prepared on a historical cost basis, except for certain assetsandliabilitieswhichhavebeenmeasuredatfairvalues.(referaccountingpolicyregardingfinancialinstruments).

Thefinancialstatementsupto theyearendedMarch31,2019,werepreparedunder thehistoricalcost convention on accrual basis in accordance with the Generally Accepted Accounting Principles (Previous GAAP) applicable in India and the applicable Accounting Standards as per the Companies (AccountingStandards)Rules,2006,notifiedunderSection133of theCompaniesAct,2013,readwith the Companies (Accounts) Rules, 2014 and other accounting principles generally accepted in India, to the extent applicable.

ThesearetheCompany’sfirstIndASFinancialStatements.ThedateoftransitiontoIndASisApril1,2018.ThemandatoryexceptionsandoptionalexemptionsavailedbytheCompanyonFirst-timeadoption have been detailed in Note 2.

The Ind AS financial statements are presented in INR which is the Company’s functional andpresentation currency and all values are rounded to the nearest lacs, except when otherwise indicated. 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.

1.2 Use of estimates

ThepreparationofthefinancialstatementsinconformitywithINDASrequiresmanagementtomakeestimates, judgments and assumptions.These estimates, judgements and assumptions affect theapplication of accounting policies and the reported amounts of assets and liabilities, the disclosures ofcontingentassetsand liabilitiesat thedateof thefinancialstatementsandreportedamountsofrevenues and expenses during the period. 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. Differences betweentheactualresultsandestimatesarerecognisedintheyearinwhichtheresultsareknown/materialized and, if material, their effects are disclosed in the notes to the financial statements.

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Key sources of estimation uncertainty.

The followingare thekeyassumptionsconcerning the futureandother keysourcesofestimationuncertaintyattheendofthereportingperiodthatmayhaveasignificantriskofcausingamaterialadjustmenttothecarryingamountsofassetsandliabilitieswithinthenextfinancialyear.

(i) Useful lives of property, plant and equipment

TheCompanyreviewstheestimatedusefullivesofproperty,plantandequipmentattheendofeachreporting period. The charge in respect of periodic depreciation is derived of the determining anestimateofanassetexpectedusefullifeandtheexpectedresidualvalueattheendofitslife.Thelives 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.

(ii) Fair value measurements and valuation processes

Some of the Company’s assets and liabilities are measured at fair value for financial reportingpurposes. In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. Where Level 1 inputs are not available, the Company engages third party valuers, where required, to perform the valuation. Information about the valuation techniques and inputs used in determining the fair value of various assets, liabilities are disclosed in the notes to thefinancialstatements.

(iii) Claims, Provisions and Contingent Liabilities

Incaseofanyongoingdispute/litigation,whereanoutflowoffundsisbelievedtobeprobableandareliable estimate of the outcome of the dispute can be made based on management’s assessment of specificcircumstancesofeachdisputeandrelevantexternaladvice,managementprovidesforitsbestestimate of the liability. Such accruals are by nature complex and can take number of years to resolve and can involve estimation uncertainty.

(iv) Actuarial Valuation

ThedeterminationofCompany’s liability towardsdefinedbenefit obligation to employees ismadethrough independent actuarial valuation including determination of amounts to be recognised in theStatementofProfitandLossandinothercomprehensiveincome.Suchvaluationdependuponassumptionsdeterminedafter taking intoaccount inflation, seniority, promotionandother relevantfactors such as supply and demand factors in the employment market. Information about such valuationisprovidedinnotestothefinancialstatements.

1.3 Significant Accounting Policies

1.3(i) Current and Non-Current classification

The Company presents assets and liabilities in the balance sheet based on current/ non-currentclassification.Anassetistreatedascurrentwhenitis:

- 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, or

- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

53

Allotherassetsareclassifiedasnon-current.

A liability is current when:

- It is expected to be settled in normal operating cycle

- It is held primarily for the purpose of trading

- It is due to be settled within twelve months after the reporting period, or

- Thereisnounconditionalrighttodeferthesettlementoftheliabilityforatleasttwelvemonthsafter the reporting period

TheCompanyclassifiesallotherliabilitiesasnon-current.

Deferredtaxassetsandliabilitiesareclassifiedasnon-currentassetsandliabilities.

Theoperatingcycleisthetimebetweentheacquisitionofassetsforprocessingandtheirrealisationincashandcashequivalents.TheCompanyhasidentifiedtwelvemonthsasitsoperatingcycle.

1.3. (ii) Fair Value Measurement

TheCompanymeasuresfinancialinstruments,suchas,derivativesatfairvalueateachbalancesheetdate.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transactionbetweenmarketparticipantsat themeasurementdate.The fair valuemeasurement isbased on the presumption that the transaction to sell the asset or transfer the liability takes place either:

- In the principal market for the asset or liability, or

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

TheprincipalorthemostadvantageousmarketmustbeaccessiblebytheCompany.

Thefairvalueofanassetora liability ismeasuredusingtheassumptionsthatmarketparticipantswould use when pricing the asset or liability, assuming that market participants act in their economic best interest.

Afairvaluemeasurementofanon-financialassettakesintoaccountamarketparticipant’sabilitytogenerateeconomicbenefitsbyusingtheassetinitshighestandbestuseorbysellingittoanothermarket participant that would use the asset in its highest and best use.

TheCompanyuses valuation techniques that are appropriate in the circumstances and forwhichsufficientdataareavailabletomeasurefairvalue,maximisingtheuseofrelevantobservableinputsand minimising the use of unobservable inputs.

AllassetsandliabilitiesforwhichfairvalueismeasuredordisclosedintheIndASfinancialstatementsare categorised within the fair value hierarchy, described as follows, based on the lowest level input thatissignificanttothefairvaluemeasurementasawhole:

► Level1:Quoted(unadjusted)marketpricesinactivemarketsforidenticalassetsorliabilities

► Level2:Valuationtechniquesforwhichthelowest level inputthat issignificanttothefairvaluemeasurement is directly or indirectly observable

► Level3:Valuationtechniquesforwhichthelowest level inputthat issignificanttothefairvaluemeasurement is unobservable

54

ForassetsandliabilitiesthatarerecognisedintheIndASfinancialstatementsonarecurringbasis,theCompany determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation(basedonthelowestlevelinputthatissignificanttothefairvaluemeasurementasawhole) at the end of each reporting period.

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

1.3. (iii) Revenue from contracts with customer

Revenue from contracts with customers is recognised when control of the goods or services are transferredtothecustomeratanamountthatreflectstheconsiderationtowhichtheCompanyexpectstobeentitledinexchangeforthosegoodsorservices.TheCompanyhasgenerallyconcludedthatitis the principal in its revenue arrangements because it typically controls the goods or services before transferring them to the customer.

Sale of Goods

Revenue from sale of goods is recognised at the point in time when control of the asset is transferred to thecustomer,generallyondeliveryof thegoods.Thenormalcredit term is30 to90daysupondelivery.Therevenueisbasedontheconsiderationdefinedinthecontractwithacustomer,includingvariable consideration, such as discounts, volume rebates, rights to return or other contractual reductions. As the period between the date on which the Company transfers the promised goods to the customer and the date on which the customer pays for these goods is generally one year or less, nofinancingcomponentsareconsidered.TheCompanyconsiderswhetherthereareotherpromisesin the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated.

The Company provides volume rebates to certain customers once the quantity of productspurchased by the customers during the period exceeds a threshold specified in the contract.Generally,rebatesareoffsetagainsttheamountspayablebythecustomer.Toestimatethevariableconsideration for the expected future rebates, the Company applies the expected value method. Certaincontractsprovideacustomerwitharighttoreturnthegoodswithinaspecifiedperiod.TheCompany uses the expected value method to estimate the goods that will not be returned because this method best predicts the amount of variable consideration to which the Company will be entitled. TherequirementsinIndASonconstrainingestimatesofvariableconsiderationtoarealsoappliedinorder to determine the amount of variable consideration that can be included in the transaction price.

Trade receivables.

A receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in section “Financial instruments – initial recognition and subsequentmeasurement.

1.3. (iv) Government Grants, Subsidies and Export Benefits

Government grants and subsidies are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with.

55

When the grant or subsidy relates to revenue, it is recognised as income on a systematic basis in the StatementofProfitandLoss,underOtherOperatingRevenue.overtheperiodsnecessarytomatchthem with the related costs, which they are intended to compensate. When the grant or subsidy relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.

1.3. (v) Foreign Currencies

Transactions in foreigncurrenciesare initially recordedby theCompanyat the functionalcurrencyspot rates (i.e. INR)at thedate the transactionfirstqualifies for recognition.Monetaryassetsandliabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

Foreign exchange gains and losses resulting from the settlement of transactions in foreign currencies and from the translation of monetary assets and liabilities denominated in foreign currencies at year endexchangeratesaregenerallyrecognisedinStatementofProfitandLoss.

1.3. (vi) Taxes

Current Tax

Current income-tax assets and liabilities are measured at the amount expected to be recovered or paid to the taxation authorities in accordance with the Income-tax Act, 1961 enacted in India and tax lawsprevailingintherespectivetaxjurisdictionswheretheCompanyoperates.Thetaxratesandtaxlaws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred Tax

Deferred tax is provided using the liability method, on temporary differences arising between the tax basesofassetsand liabilitiesand theircarryingamounts in the IndASfinancialstatementsat thereporting date. Deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neitheraccountingprofitnortaxableprofit(taxloss).

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Thecarryingamountofdeferredtaxassets isreviewedateachreportingdateandreducedto theextentthatitisnolongerprobablethatsufficienttaxableprofitwillbeavailabletoallowallorpartofthedeferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting dateandarerecognisedtotheextentthatithasbecomeprobablethatfuturetaxableprofitswillallowthe deferred tax asset to be recovered.

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

56

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

Currentanddeferredtax isrecognisedinStatementofProfitandLoss,excepttotheextentthat itrelates to items recognised in Other Comprehensive Income (OCI) or directly in equity. In this case, the tax is also recognised in OCI or directly in equity, respectively.

1.3. (vii) Property, Plant and Equipment

Property, plant and equipment and Capital work in progress are carried at cost of acquisition, on current cost basis less accumulated depreciation and accumulated impairment, if any. Cost comprises purchase price and directly attributable cost of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price. 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. Machinery spares which can be used only in connection with an item of property, plant and equipment and whose use is expected to be irregular are capitalised and depreciated over the useful life of the principal item of the relevant assets. Whensignificantpartsofplantandequipmentarerequiredtobereplacedatintervals,theCompanydepreciatesthemseparatelybasedontheirspecificusefullives.Likewise,whenamajorinspectionisperformed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied.All other repair and maintenance costs are recognised inStatementofProfitandLossasincurred.

Depreciation is provided on Straight line method over the useful lives of property, plant and equipment except for depreciation on Motor Cars which is provided for on the reducing balance method as estimated bymanagement.PursuanttoNotificationofScheduleIIoftheCompaniesAct,2013depreciationisprovided on prorata basis over the estimated useful lives of property, plant and equipment where applicable, as prescribed under Schedule II to the Companies Act 2013.

Anitemofproperty,plantandequipmentandanysignificantpartinitiallyrecognisedisderecognisedupondisposalorwhennofutureeconomicbenefitsareexpectedfromitsuseordisposal.Anygainor loss arising on derecognition of the asset (calculated as the difference between the net disposal proceedsandthecarryingamountoftheasset)isincludedintheStatementofProfitandLosswhenthe asset is derecognised.

Theresidualvalues,useful livesandmethodsofdepreciationofproperty,plantandequipmentarereviewedateachfinancialyearendandadjustedprospectively,ifappropriate.

1.3. (viii) Intangible Assets

IntangibleAssetsarerecognizedonlywhenfutureeconomicbenefitsarisingoutof theassetsflowto the enterprise and are amortised over their useful life ranging from 3 to 5 years. Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses, if any. Internally generated intangibles, excluding capitalised development costs, are not capitalised and the relatedexpenditure is reflected inStatementofProfitandLoss in theperiod inwhich theexpenditure is incurred.

57

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

1.3. (ix) Research and Development

Researchisoriginalandplannedinvestigationundertakenwiththeprospectofgainingnewscientificor technical knowledge and understanding. Expenditure incurred on research of an internal project is recognisedasanexpenseinStatementofProfitandLoss,whenitisincurred.

Development is theapplicationofresearchfindingsorotherknowledgetoaplanordesignfor theproduction of new or substantially improved materials, devices, products, processes, systems or services before the start of commercial production or use. An intangible asset arising from development is recognised if, and only if, the following criteria are met:

(a) it is technically feasible to complete the intangible asset so that it will be available for use or sale.

(b) the Company intends to complete the intangible asset and use or sell it.

(c) the Company has ability to use or sell the intangible asset.

(d) the Company can demonstrate how the intangible asset will generate probable future economic benefits.

(e) theCompanyhasadequatetechnical,financialandotherresourcestocompletethedevelopmentand to use or sell the intangible asset.

(f) the Company has ability to measure reliably the expenditure attributable to the intangible asset during its development.

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised over the periodofexpectedfuturebenefit.AmortisationexpenseisrecognisedintheStatementofProfitandLoss unless such expenditure forms part of carrying value of another asset.

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

1.3. (x) Borrowing Cost

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. Borrowing Costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the borrowing costs. Discount on Commercial papers is amortised over the tenor of the underlying instrument. Borrowing Costs, allocated to and utilised for qualifying assets, pertainingtotheperiodfromcommencementofactivitiesrelatingtoconstruction/developmentofthequalifying asset upto the date the asset is ready for its intended use is added to the cost of the assets. Capitalisation of BorrowingCosts is suspended and charged to theStatement of Profit and Lossduring extended periods when active development activity on the qualifying assets is interrupted. All other borrowing costs are expensed in the period they occur.

58

1.3. (xi) Leases

ThecompanyhasappliedIndAS116usingthemodifiedretrospectiveapproachandthereforethecomparative information has not been restated and continues to be reported under Ind AS 17.

As a lessee

Thecompanyrecognisesaright-of-useassetandaleaseliabilityattheleasecommencementdate.Theright-of-useasset is initiallymeasuredatcost,whichcomprisesthe initialamountof the leaseliability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from thecommencement date to the earlier of the end of the useful life of the right-of-use asset or the end of theleaseterm.Theestimatedusefullivesofright-of-useassetsaredeterminedonthesamebasisas those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments thatare not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, company’s incremental borrowing rate. Generally, the company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

– Fixedpayments,includingin-substancefixedpayments;

– Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

– Amounts expected to be payable under a residual value guarantee; and

– Theexercisepriceunderapurchaseoptionthatthecompanyisreasonablycertaintoexercise,lease payments in an optional renewal period if the company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the company is reasonably certain not to terminate early.

Theleaseliabilityismeasuredatamortisedcostusingtheeffectiveinterestmethod.Itisremeasuredwhen there is a change in future lease payments arising from a change in an index or rate, if there is a change in the company’s estimate of the amount expected to be payable under a residual value guarantee, or if company changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amountoftheright-of-useasset,orisrecordedinprofitorlossifthecarryingamountoftheright-of-use asset has been reduced to zero.

The company presents right-of-use assets that do notmeet the definition of investment propertyin ‘property, plant and equipment’ and lease liabilities in ‘loans and borrowings’ in the statement of financialposition.

59

Short-term leases and leases of low-value assets

The company has elected not to recognise right-of-use assets and lease liabilities for short-termleasesofrealestatepropertiesthathavealeasetermof12months.Thecompanyrecognisesthelease payments associated with these leases as an expense on a straight-line basis over the lease term.

1.3. (xii) Inventories

Raw materials, stores and spares and Packing Materials are valued at lower of cost and estimated net realisable value. Cost is determined on weighted average basis. However, materials and other items heldforuseintheproductionofinventoriesarenotwrittendownbelowcostifthefinishedproductsinwhich they will be incorporated are expected to be sold are at or above cost.

Finished goods and Work-in-process are stated at the lower of cost and estimated net realisable value. Cost of inventories constitutes direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity.

Tradedgoodsarevaluedat lowerofcostandnetrealizablevalue.Cost includescostofpurchaseand other costs incurred in bringing the inventories to their present location and condition. Cost is determined on a weighted average basis.

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

Provision is recognised for damaged, defective or obsolete stocks where necessary. Cost of all inventories is determined using weighted average method of valuation.

1.3. (xiii) Impairment of non-financial assets

TheCompanyassessesateachreportingdatewhetherthereisanindicationthatanassetmaybeimpaired. If any indication exists, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) net selling price and its value in use. The recoverable amount is determined for an individual asset, unless the assetdoesnotgeneratecashinflowsthatarelargelyindependentofthosefromotherassetsorgroupsofassets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

Inassessingvalueinuse,theestimatedfuturecashflowsarediscountedtotheirpresentvalueusinga pre-tax discount rate that reflects currentmarket assessments of the time value ofmoney andtherisksspecifictotheasset.Indeterminingnetsellingprice,recentmarkettransactionsaretakenintoaccount,ifavailable.Ifnosuchtransactionscanbeidentified,anappropriatevaluationmodelisused.

1.3. (xiv) Provisions and Contingencies

A provision is recognized when the Company has a present obligation (legal or constructive) as a result of past event; it is probable that an outflow of resources embodying economic benefitswill be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the Statement of Profit and Loss. If the effect of the time value of money is material, provisions are discounted using a current pre-tax

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ratethatreflects,whenappropriate,therisksspecifictotheliability.Whendiscountingisused,theincreaseintheprovisionduetothepassageoftimeisrecognisedasafinancecost.

A contingent liability is a possible obligation that arises from past events whose existence will be confirmedbytheoccurrenceornon-occurrenceofoneormoreuncertainfutureeventsbeyondthecontrol of the Company or a present obligation that is not recognized because it is not probable that anoutflowofresourceswillberequiredtosettletheobligation.TheCompanydoesnotrecognizeacontingentliabilitybutdisclosesitsexistenceintheIndASfinancialstatements.

1.3. (xv) Employee Benefits

(i) Defined Contribution Plan

EmployeebenefitsintheformofProvidentFundareconsideredasdefinedcontributionplanandthecontributionsarerecognisedintheStatementofProfitandLossaccountoftheyearwhenthecontributionstotherespectivefundsaredue.Therearenootherobligationsotherthan the contributions payable to the respective authorities.

(ii) Defined Benefits Plan

(a) Gratuity

Everyemployeewhohascompletedfiveyearsormoreofservice isentitled toGratuityasper theprovisionsofThePaymentofGratuityAct,1972.Thecostsof providing benefits are determined on the basis of actuarial valuation usingthe projected unit credit method at each year-end. Actuarial gains/losses areimmediately recognised in retained earnings through Other Comprehensive Incomeintheperiodinwhichtheyoccur.Re-measurementsarenotre-classifiedtoStatementofProfitandLossinsubsequentperiods.Theexcess/shortfallinthefair value of the plan assets over the present value of the obligation calculated as peractuarialmethodsasatbalancesheetdatesisrecognisedasagain/lossintheStatementofProfitandLoss.Anyassetarisingoutofthiscalculationislimitedto the past service cost plus the present value of available refunds and reduction in future contributions.

(b) Long Term Compensated Absences

The Company treats accumulated leave to the extent such leave are carriedforward as long-term employee benefit formeasurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year-end. Actuarial gains/lossesare immediately recognised in retained earnings through Other Comprehensive Incomeintheperiodinwhichtheyoccur.Re-measurementsarenotre-classifiedtoStatementofProfitandLossinsubsequentperiods.Theexcess/shortfallinthefair value of the plan assets over the present value of the obligation calculated as peractuarialmethodsasatbalancesheetdatesisrecognisedasagain/lossintheStatementofProfitandLoss.

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1.3. (xvi) Cash and Cash Equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term depositswithanoriginalmaturityofthreemonthsorless,whicharesubjecttoaninsignificantriskofchanges in value.

1.3. (xvii) Forward Currency Contracts

TheCompany uses forward currency contracts to hedge its foreign currency risks. Such forwardcurrency contracts are initially measured at fair value on the date on which a forward currency contract is entered into and are subsequently re-measured at fair value. Forward currency contracts are carried asfinancialassetswhen the fair value ispositiveandasfinancial liabilitieswhen the fair value isnegative.ChangesinthefairvalueofforwardcontractsarerecognizedintheStatementofProfitandLoss as they arise.

1.3. (xviii) Earning per Share

BasicEarningsPerShare iscalculatedbydividing thenetprofitor loss for theperiodattributableto equity shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss forthe period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares. Theweighted average number of equity shares outstanding during the period and for all periodspresented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares outstanding, without a corresponding change in resources.

1.3. (xix) Financial Instruments

Afinancialinstrumentisanycontractthatgivesrisetoafinancialassetofoneentityandafinancialliability or equity instrument of another entity.

A Financial Assets

(i) Initial recognition and measurement

Allfinancialassetsarerecognisedinitiallyatfairvalueplus,inthecaseoffinancialassetsnotrecordedatfairvaluethroughprofitorloss,transactioncoststhatareattributabletotheacquisitionofthefinancialasset.

(ii) Subsequent Measurement

For purposes of subsequent measurement, financial assets are classified in twocategories:

- Debt instruments at amortised cost

- Equity instruments measured at fair value through other comprehensive income FVTOCI

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Debt instruments at amortised cost other than derivative contracts

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

- Theasset isheldwithinabusinessmodelwhoseobjective is toholdassetsforcollectingcontractualcashflows,and

- Contractual terms of the asset give rise on specified dates to cash flows thatare solely payments of principal and interest (SPPI) on the principal amount outstanding.

Afterinitialmeasurement,suchfinancialassetsaresubsequentlymeasuredatamortisedcost 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 partof theEIR.TheEIRamortisation is included inOther Incomein theStatementofProfitandLoss.ThelossesarisingfromimpairmentarerecognisedintheStatementofProfitandLoss.Thiscategorygenerallyappliestotradeandotherreceivables.

Equity investments

Equity instrumentswhichareheldfor tradingareclassifiedasatFVTPL.Forallotherequity instruments,theCompanydecidestoclassifythesameeitherasatFVTOCIorFVTPL.TheCompanymakessuchelectiononaninstrument-by-instrumentbasis.Theclassificationismadeoninitialrecognitionandisirrevocable.

If theCompanydecidestoclassifyanequity instrumentatFVTOCI, thenall fairvaluechanges on the instrument, excluding dividends, are recognized in theOCI.There isno recyclingof theamounts fromOCI toStatement ofProfit andLoss, evenon saleof investment. However, the Company may transfer the cumulative gain or loss within equity.

EquityinstrumentsincludedwithintheFVTPLcategoryaremeasuredatfairvaluewithallchangesrecognizedintheStatementofProfitandLoss.

(iii) Derecognition

Afinancialasset(or,whereapplicable,apartofafinancialassetorpartofaCompanyofsimilarfinancialassets)isprimarilyderecognisedwhen:

-Therightstoreceivecashflowsfromtheassethaveexpired,or -TheCompanyhastransferredsubstantiallyalltherisksandrewardsoftheasset

(iv) Impairment of Financial Assets

TheCompanyassessesateachreportingdatewhetherafinancialasset(oragroupoffinancialassets)suchasinvestments,tradereceivables,advancesandsecuritydepositsheldatamortisedcostandfinancialassetsthataremeasuredatfairvaluethroughothercomprehensive income are tested for impairment based on evidence or information that is available without undue cost or effort. Expected credit losses are assessed and lossallowances recognised if thecreditqualityof thefinancialassethasdeterioratedsignificantlysinceinitialrecognition.

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B Financial Liabilities

(i) Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fairvalue through profit or loss, loans and borrowing or payables, as appropriate. Allfinancialliabilitiesarerecognisedinitiallyatfairvalueand,inthecaseofloansandborrowings and payables, net of directly attributable transaction costs.

TheCompany’sfinancialliabilitiesincludetradeandotherpayables,loansandborrowingsincludingbankoverdraftsandfinancialguaranteecontracts.

(ii) Subsequent Measurement

Themeasurement of financial liabilities depends on their classification, as describedbelow:

Financial liabilities at fair value through profit or loss

Financialliabilitiesatfairvaluethroughprofitorlossincludederivatives,financialliabilitiesheldfortradingandfinancialliabilitiesdesignateduponinitialrecognitionasatfairvaluethrough profit or loss. Financial liabilities are classified as held for trading if they areincurredfor thepurposeofrepurchasing inthenearterm.Thiscategoryalso includesderivative financial instruments entered into by theCompany that are not designatedas hedging instruments in hedge relationships as defined by IndAS 109. Separatedembeddedderivativesarealsoclassifiedasheldfortradingunlesstheyaredesignatedas effective hedging instruments.

GainsorlossesonliabilitiesheldfortradingarerecognisedintheStatementofProfitandLoss.

Financial liabilities designated upon initial recognition at fair value through profit orloss are designated as such at the initial date of recognition, and only if the criteria in IndAS109aresatisfied.For liabilitiesdesignatedasFVTPL, fair valuegains/ lossesattributabletochangesinowncreditrisksarerecognizedinOCI.Thesegains/lossarenot subsequently transferred to P&L. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in theStatementofProfitandLoss.

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 StatementofProfitandLosswhentheliabilitiesarederecognisedaswellasthroughtheEIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition andfeesorcoststhatareanintegralpartoftheEIR.TheEIRamortisationisincludedasfinancecostsinthestatementofprofitandloss.

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Financial guarantee contracts

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

(iii) Derecognition

Afinancialliabilityisderecognisedwhentheobligationundertheliabilityisdischargedorcancelledorexpires.Whenanexistingfinancialliabilityisreplacedbyanotherfromthe same lender on substantially different terms, or the terms of an existing liability are substantiallymodified,suchanexchangeormodificationistreatedasthede-recognitionoftheoriginalliabilityandtherecognitionofanewliability.ThedifferenceintherespectivecarryingamountsisrecognisedintheStatementofProfitandLoss.

(iv) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported inthe 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.

1.3. (xx) Operating Segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chiefoperatingdecision-maker(CODM).TheCODMwhoisresponsibleforallocatingresourcesandassessingperformanceoftheoperatingsegments,hasbeenidentifiedastheBoardofDirectorsoftheCompany.

1.3. (xxi) Changes in accounting policies and disclosures

IND AS 116 – Leases

IndAS116LeaseswasnotifiedinMarch2019anditreplacesIndAS17Leases.IndAS116iseffectivefor annual periods beginning on or after 1 April 2019. It sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases underasingleon-balancesheetmodelsimilartotheaccountingforfinanceleasesunderIndAS17.Lessor accounting under Ind AS 116 is substantially unchanged from present accounting under Ind AS 17. Ind AS 116 requires lessees and lessors to make more extensive disclosures than under Ind AS 17. TheCompanyadoptedIndAS116usingthemodifiedretrospectivemethodofadoptionwiththedateofinitialapplicationof1April2019.TheimpactofthetransitionisgiveninNote46.

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1.3. (xxii) Standards issued and but not yet effective

Theamendmentsareproposedtobeeffectiveforreportingperiodsbeginningonorafter1April2020.

(A) Issue of Ind AS 117 – Insurance Contracts Ind AS 117 supersedes Ind AS 104 Insurance contracts. It establishes the principles for the recognition, measurement, presentation and disclosure of insurance contracts within the scope of the standard. Under the Ind AS 117 model, insurance contract liabilities will be calculated as the present value of future insurance cash flowswithaprovisionforrisk.ApplicationofthisstandardisnotexpectedtohaveanysignificantimpactontheCompany’sfinancialstatements.

(B) Amendments to existing Standards Ministry of Corporate Affairs has carried out amendments of the following accounting standards:

1. Ind AS 103 – Business Combination

2. Ind AS 1, Presentation of Financial Statements and Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors

3. Ind AS 40 – Investment Property

TheCompanyisintheprocessofevaluatingtheimpactofthenewamendmentsissuedbutnotyet effective.

2. First time adoption of Ind AS

(i) “Ind AS 101 (First-time Adoption of Indian Accounting Standards) provides a suitable starting point for accounting in accordance with Ind AS and is required to be mandatorily followed by first-timeadopters.TheCompanyhaspreparedtheopeningBalanceSheetasperIndASasof1st April, 2018 (the transition date) by:

a. recognising all assets and liabilities whose recognition is required by Ind AS,

b. not recognising items of assets or liabilities which are not permitted by Ind AS,

c. reclassifying items from previous Generally Accepted Accounting Principles (GAAP) to Ind AS as required under Ind AS, and

d. applying Ind AS in measurement of recognised assets and liabilities.

(ii) IndAS101requiresanentitytoreconcileequity,totalcomprehensiveincomeandcashflowsforpriorperiods.ThefollowingtablesrepresentthereconciliationsfrompreviousGAAPtoIndAS.

(a) Reconciliation of Equity

A. Share Capital (` in Lakhs)

Particulars Notes As on 31.03.2019 As on 01.04.2018

As per GAAP 1,735.06 1,735.06

Add/(Less):Adjustments - - -

As per Ind AS 1,735.06 1,735.06

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B. Equity Suspense Account (` in Lakhs)

Particulars Notes As on 31.03.2019 As on 01.04.2018As per GAAP 239.50 -Add/(Less):Adjustments - - -As per Ind AS 239.50 -

(b) Reconciliation of Other Equity as reported under previous GAAP is summarized below: Other Equity (` in Lakhs)

Particulars Notes As on 31.03.2019 As on 01.04.2018Reserves and Surplus as per GAAP 2,930.38 1,615.97 Add/(Less):AdjustmentsFair Valuation of Financial Assets (ii) -448.23 -442.71 ImpactofDeferredTax (iv) 115.00 -22.35 Fair Valuation of Financial Liabilities (ii) 27.32 27.22 Other Equity as per Ind AS 2,624.47 1,178.13

(c) Reconciliation of Total Comprehensive Income as reported under previous GAAP is summarized below:

(` in Lakhs)

Particulars Notes As on 31.03.2019Profit as per GAAP 564.88 Add/(Less):AdjustmentsFair Valuation of Financial Assets (ii) -5.52 ImpactofDeferredTax (iv) 137.34 Fair Valuation of Financial Liabilities (ii) 0.10 Total Comprehensive Income as per Ind AS 696.80

(d) Impact of Ind AS adoption on the Cash Flow Statement for the year ended 31.03.2019

TherearenosignificantdifferencesbetweentheCashFlowStatementpresentedunderIndASand the Previous GAAP.

Notes:

Ind AS 101 mandates certain exceptions and allows first-time adopters exemptions from theretrospectiveapplicationofcertainrequirementsunderIndAS.TheCompanyhasappliedthefollowingexemptionsinthefinancialstatements:

(i) IndAS101permitsafirst-timeadopter toelect tocontinuewith thecarryingvalue forallofitsproperty,plantandequipmentasrecognised in thefinancialstatementsasat thedateoftransition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at thedateoftransitionaftermakingnecessaryadjustmentsforde-commissioningliabilities.Thisexemption can also be used for intangible assets covered by Ind AS 38.

Accordingly, the company has elected to measure all of its property, plant and equipment, intangible assets at their previous GAAP carrying value.

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(ii) IndAS101requiresanentitytoassessclassificationandmeasurementoffinancialassetsandliabilities on the basis of the facts and circumstances that exist at the date of transition to Ind AS in accordance with Ind AS 101- First-time adoption of Indian Accounting Standards.

Accordingly,theCompanyhasfairvalueditsfinancialassetsandfinancialliabilitieswhichhaveresulted in changes in the retained earnings.

(iii) Under Ind AS, remeasurement i.e. actuarial gains and losses and the return on plan assets, excludingamountsincludedinthenetinterestexpenseonthenetdefinedbenefitliabilityarerecognisedinothercomprehensiveincomeinsteadoftheStatementofprofitorloss.UnderthepreviousGAAP,thesere-measurementswereformingpartoftheprofitorlossfortheyear.Asaresultofthischange,theprofitfortheyearendedMarch31,2019increasedby` 12.41 Lakhs. ThereisnoimpactonthetotalequityasatMarch31,2019.

(iv) Indian GAAP required deferred tax accounting using the income statement approach, which focussesondifferencesbetweentaxableprofitsandaccountingprofitsfortheperiod.IndAS12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base.Theapplication of IndAS12approachhas resulted inrecognition of deferred tax on new temporary differences, which was not required under Indian GAAP. In addition, the various transitional adjustments lead to different temporary differences. According to the accounting policies, the Group has to account for such differences. Deferred tax adjustments are recognised in correlation to the underlying transaction either in retained earnings or a separate component of equity.

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EXPLANATORY NOTES:

33 Auditor’s Remuneration Amount (` in Lakhs)

Year ended March 31, 2020


As Auditor: Audit fees 5.60 5.60

Taxauditfees 1.20 1.20Miscellaneouscertificatesandothermatters 0.35 1.78

Reimbursement of expenses 0.62 0.25

Total 7.77 8.83

34 Details of CSR expenditure Amount (` in Lakhs)



a) Gross amount required to be spent by the Company during the year 7.18 -

b) Amount spent during the year

(i)Construction/Acquisitionofanasset - - (ii) Purposes other than (i) above 7.41 -

Total 7.41

35 Earnings per ShareThefollowingtablereflectstheincomeandearningspersharedatausedinthebasicanddilutedEPScomputations:



NetProfitaftertaxforcalculationofBasicandDilutedEarningsPerShare*(` in Lakhs) (I)

-217.72 705.76

Weighted average number of shares (II) 1,87,67,931 1,73,50,616

- Basic & Diluted 10 10Earningperequityshare(nominalvalueofRe1pershare[(I)/(II)] -1.16 4.07

- Basic & Diluted -1.16 4.07

36 Contingent Liabilities and Commitments A Contingent Liabilities (i) DisputedSalesTax/ValueAddedTax(excludinginterest)whichhasnotstipulatedinthedemand/assessment

order ` 475.73 Lakhs (Previous year - ` 248.60 Lakhs).

(ii) IncomeTaxdemandwherethecaseispendingatIncomeTaxAppellateTribunal` 41.03 Lakhs (Previous Year - ` 41.03 Lakhs)

(iii) Claims/CompensationagainsttheCompanynotacknowledgedasdebt` 26.35 Lakhs (Previous Year - ` 26.35 Lakhs), excluding interest, if any.

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(iv) Outstanding Bank Guarantees ` 79.63 Lakhs (Previous Year - ` 81.63 Lakhs).

(v) Outstanding Letters of credit ` 160.72 Lakhs (Previous Year - ` 354.79 Lakhs).

Note:(a)InrespectofcertaindisallowancesandadditionsmadebyIncomeTaxAuthorities,thecasesarependingatvariousstagesofappealwiththeauthoritiesandadjustments,ifany,willbemadeafterthesamearefinallydetermined.

(b)Appealsforcertainadditionsinrespectofsalestaxassessment/settlementarependingbeforethevariousauthoritiesandadjustments,ifany,willbemadeafterthesamearefinallydetermined.

B Capital and other commitments: ` ` Nil (Previous Year - ` Nil)

Intheopinionofthemanagementdueliabilitieshavebeenaccountedforandonfinaldecision/settlementtherewouldnot be material impact on accounts.

C Pending Litigations

(i) Appeal against arbitration award of ` 18.98 Lakhs (Previous Year - ` 18.98 Lakhs) awarded in favour of Kolkata ImprovementTrusthadbeenfiledbytheCompanybeforeHon’bleHighCourtatKolkata.Thematterispendingforfinaldecision. Fixed Deposit pledged in this respect with the said Hon’ble High Court is amounting to ` 13.12 Lakhs. Pending finaldecision,noprovisionhasbeenmadefortheabove` 18.98 Lakhs (Award amount against the Company) in the books and interest liability if any, will be accounted for as and when decided.

(ii) LandinNoteNo.3excludesleaseholdlandatTransportDepotRoad,Kolkata(originaldemandwasof` 21.47 Lakhs) (Previous Year - ` 21.47Lakhs),possessionofwhichhasbeentakenoverbyKolkataPortTrustandthematterissub-judice.

(iii) Land in Note No.3 excludes leasehold land at Hide Road, Kolkata in respect of which lease is pending for renewal in favour of the Company and the matter is sub-judice. Demand of ` 152.49 Lakhs (net of amount paid) (Previous Year - ` 152.49Lakhs)towards interestupto31.03.2020hasbeenraisedbyKolkataPortTrust.Asperthetermsof theagreement with a party, the interest liability is to be borne by the party concerned for and on behalf of the Company. Pendingfinaldecisioninthisregard,noeffectisgivenastheagreement/settlementispending.

(iv) InpursuanceofthelandacquisitionproceedingsinitiatedbyTheDedicatedFreightCorridorCorporationofIndiaLtd.(DFCCIL),for the Western Dedicated Freight Corridor, Gujarat Industrial Development Corporation (GIDC) has initiated acquisition proceeding for 850 square meters of the Company’s premises at Panoli out of which the Company has surrendered850squaremeters.TheCompanyhasfiledaWritPetitionbeforetheHon’bleHighCourtofGujaratregardingcompensationreceivableinrespectofthesaidacquisition.Thematterissub-judice.Thefeespaidforlitigationhadbeencharged to revenue account.

37 Employee Benefits(i) Defined Contribution Plans

Provident Fund for certain eligible employees is administered by the Company through Employees Provident Fund as per the provisions of the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.

Theamountcontributedisrecognizedasanexpenseandincludedin“Company’scontributionstoPF&otherfunds”ofStatementofProfitandLossaccountis` 79.43 Lakhs (FY ` 55.33 Lakhs).

(ii) Defined Benefits Plan

Gratuity and Leave Encashment

(i) ThefollowingtablesummarizesthecomponentsofthenetdefinedbenefitsplantowardsgratuityandleaveencashmentrecognizedintheStatementofProfitandLossandOtherComprehensiveIncomeandthefundedstatus and amounts recognized in the Balance Sheet:

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Amount (` in Lakhs)Gratuity Leave Encashment

As on 31.03.2020

As on 31.03.2019

As on 31.03.2020

As on 31.03.2019

Changes in present value of defined benefit obligationsa)DefinedBenefitobligation,beginningofperiod 127.41 115.63 90.93 80.20b) Interest Cost on DBO 9.82 8.92 7.01 6.18c) Net Current Service Cost 16.41 13.62 14.20 12.75d) Actual Plan Participants Contributionse)BenefitsPaid -9.01 -16.52 -10.87 -14.87f) Past Service Costg) Changes in Foreign Currency Exchange Ratesh)Acruisition/BusinessCombination/Divestiturei)Losses/(Gains)onCurtailments/Settlementsj)Actuarial(Gain)/Lossonobligation 3.48 5.76 4.08 6.66k) Defined Benefit Obligation, End of Period 148.11 127.41 105.35 90.92

Changes in fair value of plan assetsa) Fair Value of Plan assets at the beginning 29.17b) Expected return on plan assets 2.17c) Employer contribution 29.17d) Actual Plan Participants Contributionse) LIC Charges -0.19f)ActualTaxesPaidg) Actual Administration Expenses Paidh) Changes in Foreign Currency Exchange Ratesi)BenefitsPaidj)Acquisition/BusinessCombination/Divestiturek)AssetsExtingushedonCurtailments/Settlementsl)Actuarial(Gain)/LossonAsset 0.16m) Fair Value of Plan assets at the end 31.31 29.17

Amounts recognized in the Balance Sheeta)BalanceSheet(Asset)/Liability,Beginningof

Period98.24 115.63 90.93 80.20

b)Trueupc)TotalCharge/(Credit)RecognisedinProfitand

Loss24.07 28.29 25.29 25.59

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Gratuity Leave EncashmentAs on

31.03.2020As on

31.03.2019As on

31.03.2020As on

31.03.2019d)TotalRemeasurementsRecognisedinOC(Income)/Loss

3.33

e)Acquisition/BusinessCombination/Divestituref) Employer Contribution -29.17g) LIC Charges 0.19h)BenefitsPaid -9.02 -16.52 -10.87 -14.87i) Other Eventsj) Balance Sheet (Asset) / Liability, End of Period 116.81 98.23 105.35 90.92

Expenses recognized in the Statement of Profit & Loss

a) Service Cost 16.41 13.62 14.2 12.75

b) Net Interest Cost 7.65 8.92 7.01 6.18

c) Past Service Cost

d) Remeasurements 5.76 4.08 6.65

e) Administration Expenses

f)(Gain)/Lossduetosettlements/Curtailments/Terminations/Divestitures

g) Total Defined Benefit Cost / (Income) included in Profit & Loss

24.06 28.30 25.29 25.58

Expenses recognized in Other Comprehensive Income

a)AmountrecognisedinOCI,(Gain)/LossBeginning of Period

b) Remeasurements Due to :

1. Effect of Change in Financial Assumptions 10.94 7.87

2. Effect of Change in Demographic Assumptions -0.03 -0.03

3. Effect of Experience Adjustments -7.42 -3.76

4.(Gain)/LossonCurtailments/Settlements

5. Return on Plan Assets (Excluding Interest) -0.16

6. Changes in Asset Ceiling

c) Total Remeasurements Recognised in OCI (Gain)/Loss

3.33 4.08

d) Amount Recognised in OCI (Gain) Loss, End of Period

3.33 4.08

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(ii) The principle assumptions used in determining employee benefit obligations for the Company’s plans are shown below:

Amount (` in Lakhs)Gratuity Leave Encashment

As on 31.03.2020

As on 31.03.2019

As on 31.03.2020

As on 31.03.2019

Financial Assumptions Used to Determine the Profit & Loss Chargea) Discounting Rate 7.71 PA 6.72 PA 7.71 PA 6.72 PAb) Salary Escalation Rate 5.00 PA 5.00 PA 5.00 PA 5.00 PA

Demographic Assumptions Used to Determine the Defined Benefita) Retirement Age 58 Years 58 Years 58 Years 58 Yearsa)MortalityTable(IndianAssuredLivesMortality) 2012-2014 2006-2008 2012-2014 2006-2008c)EmployeeTurnover/AttritionRate18 to 30 Years 5% 5% 5% 5%30 to 45 Years 3% 3% 3% 3%Above 45 Years 2% 2% 2% 2%

Thesalaryescalationrateusuallyconsistsofatleastthreecomponents,viz.regularincrements,priceinflationandpromotional increases. In addition to this any commitments by the management regarding future salary increases and the Company’s philosophy towards employee remuneration are also to be taken into account.

Assumptions regarding future mortality experience are set in accordance with published statistics by the Actuary.

Thediscountrateisbasedonthegovernmentsecuritiesyield.

(iii)Aquantitativesensitivityanalysisforsignificantassumptionsareshownbelow:

Gratuity Leave EncashmentAs on 31.03.2020 As on 31.03.2019 As on 31.03.2020 As on 31.03.2019

a)DefinedBenefitObligation-DiscountRate+100 Basis Points

-11.06 -10.72 -7.96 -7.88

b)Defined BenefitObligation - Discount Rate -100 Basis Points

12.70 12.33 9.19 9.12

c)DefinedBenefitObligation-SalaryEscalationRate +100 Basis Points

12.79 12.46 9.25 9.22

c)DefinedBenefitObligation-SalaryEscalationRate -100 Basis Points

-11.33 -11.02 -8.15 -8.10

38 Disclosure of under the Micro, Small and Medium Enterprises Development Act, 2006 TheCompanyhasnotreceivedfullinformationfromvendorsregardingtheirstatusunderMicro,Smalland

MediumEnterprisesDevelopmentAct,2006(MSMEDACT);hencedisclosurerelatingtoamountunpaidatyearendtogetherwithinterestpaid/payablehavebeengivenbasedontheinformationsofaravailablewiththeCompany/identifiedbytheCompanymanagement.Thedetailofthesameisasunder.

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Sl.No Particulars 2019-20 2018-19a) i) Principal amount remaining unpaid at the end of the accounting year 148.00 32.23

ii) Interest due on above b) i) Interest paid by the Company in terms of section 16 of MSMED Act. - -

ii) Payment made to supplier beyond the appointed day during the year. c) Theamountofinterestdueandpayablefortheperiodofdelayinmakingpayment

(which have been paid but beyond the due date during the year) but without adding interestspecifiedunderthisact.

- -

d) Theamountofinterestaccruedandremainingunpaidattheendoffinancialyear. - -e) Theamountoffurtherinterestremainingdueandpayableeveninsucceedingyears,

until such date when the interest due as above are actually paid. - -

39 Segment Information

TheCompanyisengagedinthebusinessofmanufacturingandsellingofBitumen,CoalTarandConstructionChemical Products. Based on the nature of products, production process, regulatory environment, customers and distribution methods there are no reportable segment(s) other than “Construction and Allied Products”.

40 Disclosure in respect of Related Parties

(i) List of related parties

Name Nature of RelationshipTurnerMorrisonLimited Holding Company (upto 31.10.2019) Berger Paints India Limited Holding Company (from 01.11.2019)UK Paints (India) Private Limited Ultimate Holding Company (from 01.11.2019)TuaregProperties&SecuritiesServicesLtd.

Fellow Subsidiary Companies (upto 31.10.2019)Lodna Colliery Co. (1920) LimitedVasundhara Holdings LimitedBerger Jenson & Nicholson (Nepal) Pvt. Ltd.

Fellow Subsidiary Companies (from 01.11.2019)

Beepee Coatings Private LimitedBerger Paints (Cyprus) LimitedLusakoTradingLimitedBerger Rock Paints Private LimitedSaboo Hesse Wood Coatings Pvt. Ltd.Saboo Coatings Private LimitedKey Management PersonnelKrishna Prasad Shrivastav Mananging DirectorJai Prakash Kukreja ChiefFinanceOfficer&CompanySecretaryOther related parties with whom transactions have taken placeBodhi Art Ltd.

Enterprises,overwhichDirector(s)haveSignificantinfluence(upto31.10.2019)

Devbhoomi Awas LimitedCoal Seal Polymers Private LimitedGaremohanTie-UpPrivateLimitedWoolvest Merchandise Private LimitedShalimarTarProductsLtd.

Diagram Estate Private Ltd. Pranita Dealers Private Ltd.

Enterprises,overwhichDirector(s)haveSignificantinfluence

Note: Related parties have been identified by the management and relied upon by the Auditors.

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(ii) Transactions with Related Parties (upto 31.10.19) During the year the following transactions were carried out with the related parties in the ordinary course of

business: Amount (` in Lakhs)

Transaction Related Party Year ended March 31, 2020


LoanTaken Diagram Estate 150.00 - Loan Refund Diagram Estate 150.00 - LoanTaken TurnerMorrisonLimited 400.00 - Loan Refund TurnerMorrisonLimited 400.00 - LoanTaken Loan from Director 43.00 39.00 Loan Refund Loan from Director 82.00LoanTaken Jai Prakash Kukreja 6.00Loan Refund Jai Prakash Kukreja 1.00Salary - KMP Krishna Prasad Shrivastav 100.54 83.88Salary - KMP Jai Prakash Kukreja 29.80 28.38

(iii) Transactions with Related Parties (01.11.19 to 31.03.20) During the year the following transactions were carried out with the related parties in the ordinary

course of business:

Transaction Related Party During FY 2019-20 Year ended March 31, 2020

Year ended March 31, 2019Sale Collection

Sale Berger Paints India Limited 161.98 75.86 86.12 - Purchase Berger Paints India Limited 1.52 - 1.52 -

(iv) Balances outstanding at the year end (including commitments):

Outstanding Related Party Year ended March 31, 2020


Outstanding against Purchase of Material

TurnerMorrisonLimited - 8.23

Outstanding CoatSeal Polymers Private Limited - 35.53Outstanding Loan from Director - 39.00

41 Fair Value Hierarchy

Thetableshownanalysesfinancialinstrumentscarriedatfairvalue.Thedifferentlevelshavebeendefinedbelow:

Level 1: Quoted Prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,

either directly (i.e.as prices) or indirectly (i.e., derived from prices) Level 3 : Inputs for the asset or liability that are not based on observable market data (unobservable inputs)

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Amount (` in Lakhs)Financial assets and liabilities measured at fair value through profit and loss at March 31, 2020

Level Level 2 Level 3 TotalFinancial AssetsInvestment - -

Financial assets and liabilities measured at fair value through profit and loss at March 31, 2019

Level Level 2 Level 3 TotalFinancial AssetsInvestment 0.55 0.55

Financial assets and liabilities measured at fair value through profit and loss at April 1, 2018

Level Level 2 Level 3 TotalFinancial AssetsInvestment - -

Financial instruments at amortized cost ThecarryingamountoffinancialassetsandfinancialliabilitiesmeasuredatamortisedcostintheIndASfinancialstatement are a reasonable approximation of their fair values since the Company does not anticipate that the carryingamountswould be significantly different from the values thatwould eventually be receivedor settled. During this year there has been no transfer from one level to another.

42 Financial risk management objectives and policies

TheCompany’sprincipalfinancialliabilities,otherthanderivatives,compriseborrowingsandtradepayable.ThemainpurposeofthesefinancialliabilitiesistofinancetheCompany’sworkingcapitalrequirements.TheCompanyhasvariousfinancialassetssuchastradereceivables, loans, investments,short-termdepositsandcash&cashequivalents,whicharisedirectlyfromitsoperations.Thecompanyentersintoderivativetransactions by way of forward exchange contracts to hedge its payables.

TheCompany isexposed tomarket risk,credit riskand liquidity risk.TheCompany’sBoardofDirectorsoverseasthemanagementoftheserisks.TheCompany’sBoardofDirectorsreviewfinancialrisksandtheappropriatefinancialriskgovernanceframeworkfortheCompany.TheBoardensuresthattheCompany’sfinancial risk activities are governed by appropriate policies and procedures and that financial risks areidentified, measured and managed in accordance with the Company’s policies and risk objectives. Allderivative activities for risk management purposes are carried out by personnels that have appropriate skills, experience and supervision. It is the Company’s policy that no trading in derivatives for speculative purposes maybeundertaken.TheBoardofDirectorsreviewsandagreespoliciesformanagingeachoftheserisks,which are summarized below:

(i) Market Risk

MarketRiskistheriskthatthefairvalueoffuturecashflowsofafinancialinstrumentwillfluctuatebecause of changes in market factors. Market risk comprises three types of risk: Interest rate risk, currency risk and other price risk, such as its equity price risk, liquidity risk and commodity risk. Financial instrumentsaffectedbymarket risk include loansandborrowings,depositsandfinancialderivative.

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Thesensitivityanalyseshavebeenpreparedonthebasisthat theamountofnetdebt, theratiooffixedfloatinginterestratesofthedebtandderivativesandtheproportionoffinancialinstrumentsinforeigncurrenciesareallconstantatMarch31,2020.Thesensitivityanalysesexcludetheimpactofmovements in market variables on the carrying values of gratuity and other post-retirement obligations. Thefollowingassumptionshavebeenmadeincalculatingthesensitivityanalyses.

Thesensitivityoftherelevantprofitorlossitemistheeffectoftheassumedchangesinrespectivemarketrisks.ThisisbasedonthefinancialassetsandfinancialliabilitiesheldatMarch31,2020andMarch 31, 2019

ThesensitivityofequityiscalculatedasatMarch31,2020fortheeffectsoftheassumedchangesofthe underlying risk

Interest Rate Risk

TheCompanyhasincurredshorttermdebttofinanceitsworkingcapital,whichexposesittointerestraterisk.BorrowingsissuedatvariableratesexposetheCompanytointerestraterisk.BorrowingissuedatfixedratesexposetheCompanytofairvalueinterestraterisk.TheCompany’sinterestrate,applyingaprudentmixoffixedandfloatingdebtthroughevaluationofvariousbankloansandmoneymarketinstruments. Although theCompany has significant variable rate interest bearing liabilities atMarch 31, 2020,interestrateexposureoftheCompanyismainlyonBorrowingfromBank/FI,whichislinkedtotheirprime lending rate and the Company does not foresee any risk on the same.

Foreign currency risk

TheCompanyhasapolicyofentering into foreignexchange forwardcontracts tomanager riskofforeignexchangefluctuationsonborrowingsandpayables.Thesecontractsarenotdesignated inhedge relationshipsandaremeasuredat fairvalue throughprofitor loss.Foreigncurrency risk istheriskthatthefairvalueorfuturecashflowsofanexposurewillfluctuatebecauseofchangesinexchangeratesofanycurrency.TheCompany’sexposuretotheriskofchangesinforeignexchangeratesrelatesprimarilytotheCompany’soperatingactivitiesbywayofdirectimportsorfinancingofimports through foreign currency instruments.

The Company proactively hedged its currency exposures in case of a significant movement inexchange rates for imports and in case the hedge cost of foreign currency instrument is lower that the domesticcostofborrowingincaseofshorttermimportfinancings.Accordinglythereinnosignificantexposure to market risk.

(ii) Credit Risk

Credit risk is the risk thatcounterpartywillnotmeet itsobligationsunderafinancial instrumentorcustomercontract,leadingtoafinancialloss.TheCompanyisexposedtocreditriskfromitsoperatingactivities(primarilytradereceivables)andfromitsfinancialactivities, includingdepositswithbanksandfinancialinstitutions,andotherfinancialinstruments.

Trade Receivables

Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessedbasedonanextensive credit rating scorecardand individual credit limitsaredefined inaccordancewiththisassessment.OutstandingcustomerreceivablesareregularlymonitoredbyTheBoard of Directors and corrective actions taken.

Asperthepolicy,anytradereceivablesoverdueformorethan365days,equivalentprovision/allowanceare provided in the books of accounts on the relevant date.

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Financial instruments and cash deposits

Forbanksandfinancialinstitutions,onlyhighratedbanks/institutionsareaccepted.Creditriskfrombalanceswithbanksandfinancialinstitutionsismanagedbythecompany’streasurydepartmentinaccordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewedbytheCompany’sboardofDirectorsonanannualbasisandthereforemitigatefinanciallossthrough counterparty’s potential failure to make payments.

(iii) Liquidity risk

The company objective is to at all timesmaintain optimum level of liquidity tomeet its cash andcollateralrequirementatalltimes.TheCompanyreliesonBorrowingtomeetitsadditionalneedforfund.Thecurrentcommittedlinesofcreditaresufficienttomeetitsshorttomediumtermexpansionneedsandhenceevaluatestheconcentrationofriskwithrespecttoliquidityaslow.TheCompanymonitorsrollingforecastsofitsliquidityrequirementstoensureithassufficientcashtomeetoperationalneeds while maintaining headroom on its undrawn committed borrowing facilities at all times so that Company does not breach borrowing limits or covenants (where applicable ) on any of its borrowing facilities.

The table below summarises the maturity profile of the Company’s financial liabilities based oncontractual undiscounted payments:

Amount (` in Lakhs)

Particulars On demand

Less than 3 months

3 to 12 months

1 to 5 years >5 years Total

Financial Liabilities(i) Borrowings 1946.31 1410.30 70.17 119.87 127.58 3674.23(ii)Tradeandotherpayables - 1944.91 - - - 1944.91(iii)Otherfinancialliabilities 13.20 37.62 - - - 50.82

43 Capital management

For the purpose of the Company’s capital management, capital includes issued equity capital, share premium andallotherequity reserveattributable to theequityholdersof theparent.Theprimaryobjectiveof theCompany’s capital management is to maximize the shareholder value.

TheCompanygenerallyavailsshorttermborrowingstobridgeitsworkingcapitalgapandfinancesitscapitalexpenditurethroughinternalgenerationoffunds.TheCompanyhasagenerallylowdebtequityratio.

Particulars Year ended March 31, 2020


Borrowings (including current maturities of long term borrowings)

3674.23 3890.14

Less : cash and cash equivalents 121.04 298.69Net debt 3553.19 3591.45Totalcapital 1974.56 1735.06Capital and net debt 5527.75 5326.51Gearing ratio 55.57 48.31

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In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings thatdefinecapitalstructurerequirements.Breachesinmeetingthefinancialcovenantswouldpermitthebanktoimmediatelycallloansandborrowings.Therehavebeennobreachesinthefinancialcovenantsofanyinterest-bearing loans and borrowings in the current period.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2020 and March 31, 2019.

44 Expenditure on Research & Development Details of Research & Development expenses incurred during the year, debited under various heads of

StatementofProfitandLossisgivenbelow:Amount (` in Lakhs)

Particulars Year ended March 31, 2020


Employeesbenefitsexpense 90.83 75.95Cost of materials consumed 3.20 2.88Power and fuelDepreciation of tangible assetsMiscellaneous expenses 26.08 21.22

Details of Capital expenditures incurred for Research & Development are given below:Particulars Year ended

March 31, 2020Year ended

March 31, 2019Capital Expenditure on 1.44 1.23

45 Particulars of Derivative instruments and unhedged foreign currency exposure as at Balance

Sheet date:Particulars of Unhedged foreign currency exposure: 31.03.2020

Amount in Foreign Currency US$

Amount (` in Lakhs)

ParticularsPurchaseofRawMaterial/TradedGoodsa) Creditors 677102 509.86b) Buyer’s CreditHedged Foreign Currency - Buyers Credit (USD)

31.03.2020Particulars of Unhedged foreign currency exposure: Amount in Foreign

Currency US$Amount

(` in Lakhs)Particulars

PurchaseofRawMaterial/TradedGoods 271564 187.84a) Creditorsb) Buyer’s CreditHedged Foreign Currency 84600 58.52Buyers Credit (USD)

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46 Impact of adoption of Ind AS- 116

Effective April 1, 2019, the Company adopted Ind AS 116 “Leases” and applied the standard to all lease contractsexistingonApril1,2019usingthemodifiedretrospectivemethodandhastakenthecumulativeadjustment to retained earnings, on the date of initial application. Consequently, the Company recorded the lease liability at the present value of the lease payments discounted at the incremental borrowing rate and the right of use asset at its carrying amount as if the standard had been applied since the commencement date of the lease, but discounted at the Company’s incremental borrowing rate at the date of initial application. Comparatives as at and for the year ended March 31, 2019 have not been retrospectively adjusted and therefore will continue to be reported under the accounting policies included as part of our Annual Report for year ended March 31, 2019. On transition, the adoption of the new standard resulted in recognition of ‘Right of Use’ asset of ̀ 35.95 Lakhs and a lease liability of ` 39.86Lakhs.Theeffectofthisadoptionisinsignificantontheprofitbeforetax,profitfortheperiodandearningspershare.IndAS116willresultinanincreaseincashinflowsfromoperatingactivitiesandanincreaseincashoutflowsfromfinancingactivitiesonaccountof lease payments.

47 New Tax Regime

Thecompanyhasoptednottoavailthebenefitofalowertaxrateundersection115BAAoftheIncomeTaxAct1961introducedbytheTaxationLaws(Amendment)Ordinance2019asithassubtantialMinimumAlternateTax(MAT)Creditamountingto` 227.88 Lakhs (Previous Year - ` 152.82 Lakhs) and based on the futureprofitabilityprojectionstheCompanyisconfidentthattherewouldbesufficienttaxableprofitinfuturewhich will enable the company to realize fully.

48 Estimation uncertainty relating to the global health pandemic on COVID-19

In assessing the recoverability of receivables, the Company has considered internal and external information up to the date of approval of these financial statements.TheCompany expects to recover the carryingamountoftheseassets.TheimpactoftheglobalhealthpandemicmaybedifferentfromthatestimatedasatthedateofapprovalofthesefinancialstatementsandtheCompanywillcontinuetocloselymonitoranymaterial changes to future economic conditions.

TheCompanydoesnotforeseeanylarge-scalecontractionindemandwhichcouldresultinsignificantdown-sizing of its operations. While the Company believes strongly that it has a rich portfolio of services to partner with customers, the impact on future revenue streams could come from

- theinabilityofourcustomerstocontinuetheirbusinessesduetofinancialresourceconstraintsortheirservices no-longer being availed by their customers

- prolonged lock-down situation resulting in its inability to deploy resources at different locations due to restrictions in mobility

- customers not in a position to accept delivery - customers postponing their discretionary spend due to change in priorities

TheCompanyhasconsideredsuchimpacttotheextentknownandavailablecurrently.However,theimpactassessment of COVID-19 is a continuing process given the uncertainties associated with its nature and duration.

49 ThefiguresintheseaccountshavebeenroundedofftonearestLakhsofrupees.Figuresmarkedwith(*)are

below the rounding off norm adopted by the Company.

50 ThepreviousGAAPFigureshavebeenreclassifiedtoconformtoIndASpresentationrequirements.

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Cash Flow Statement Annexed to the Balance Sheet fo the year ended 31st March 2020 31.03.2020 31.03.2019

A Cash Flow from operating activitiesNetProfit/(loss)beforetaxandexceptionalitems (158.15) 751.88 Adjustment for :

Depreciation (Net of Depreciation Capitalised) 422.45 301.00 Interest Expenses 436.56 457.41 Interest Income (23.41) (46.58)Actuarial loss (7.41) (12.41)Adujstments of debtors provision (14.80) 5.50 Liability no longer required written Back (13.32) (0.56)Baddebt/AdvanceWrittenOff 614.57 28.37 Lease rent (137.27) - Assets Discarded 8.70 3.11 (Profit)/LossonSaleofFixedAssets(net) (0.90) 1,285.16 1.84 737.67

Operating Profit Before Working Capital Change 1,127.02 1,489.56 Operating Profit Before Working Capital Change 1,127.02 1,489.56

Adjustments for :Inventories (443.13) (505.88)TradeandOtherreceivables (243.72) (1,381.23)Trade&otherpayables 418.99 (267.86) (489.75) (2,376.86)Cash Generated from Operations 859.16 (887.30)

DirectTaxRefund/(Paid) (171.11) 55.89 Net Cash From/(Used in) Operating Activities 688.05 (831.41)

B Cash Flow from Investing ActivitiesPurchase of Fixed Assets (300.36) (614.63)Addition to Capital Work In Progess (58.51) 6.32 Proceeds from Investments 0.55 - On Merger - 1,032.43 Investments - (acquisitin on merger) - (0.55)Sale of Fixed Assets 15.65 38.23 Interest Received 15.82 48.79 Net Cash From/(Used in) Investing Activities (326.85) 510.59

C Cash Flow from Financing ActivitiesProceedsfromLongTermBorrowings 282.89 1,514.53 RepaymentofLongTermBorrowings (1,389.11) (1,230.83)Loan from Director (Net) (181.97) 79.00 Intercorporate Deposit Repaid - (100.03)Proceeds/(Repayment)ofShortTermBankBorrowings 1,147.32 508.50 Interest Paid (398.05) (457.41)Net Cash From/(Used in) Financing Activities (538.92) 313.76 Net Increase/(Decrease) in Cash & Cash Equivalent (177.72) (7.06)Opening Balance:Cash & Cash Equivalent 208.74 176.57 Others 89.95 129.18 Total 298.69 305.75 Closing Balance:Cash & Cash Equivalent 64.90 208.74 Others 56.13 89.95 Total 121.03 298.69 Net Increase/(Decrease) in Cash & Cash Equivalent (177.66) (7.06)

Note: Cash&Cash equivalent includesCash&Bank balance only. Previous year figures have been rearranged/regrouped/recastwherever considerednecessary.

As per our report of even date For and on Behalf of Board of DirectorsFor L B Jha & CoChartered AccountantsFirm Registration No. 301088E



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