1. Company Overview

A. Long term investments as FVTOCI

Under previous GAAF long term investments were measured at cost less diminution in value which is other than temporary. Under Ind AS, these financial assets have been classified as FVTOCI. On the date of transition to Ind AS, these financial assets have been measured at their fair value which is higher than the cost as per previous GAAF, resulting in an increase in carrying amount by Rs. 39,38,343/- as at March 31, 2017 and Rs. 39,10,718/- as at April 01, 2016. The corresponding deferred taxes amounting to Rs.13,02,135/- have also been recognised as at March 31, 2017 and April 01, 2016. These changes do not affect profit before tax or total profit for the year ended March 31, 2017 because the investments have been classified as FVTOCI.

B. Deferred Taxes

Under previous GAAFJ deferred taxes were to be accounted on timing differences arising between the accounting profit and tax profit. However, such method has been replaced with balance sheet approach in Ind AS, wherein deferred taxes are to be accounted for the differences arising between the accounting balance sheet and tax balance sheet. Accordingly, deferred taxes has been accounted for such temporary differences.

C. Other comprehensive income

Under previous GAAP there was no concept of other comprehensive income. Under Ind AS, specified items of income, expense, gains or losses are required to be presented in other comprehensive income.

D. Actuarial gains and losses

Under previous GAAP actuarial gains and loss were recognised in profit or loss. Under Ind AS, the actuarial gains and losses form part of re-measurement of the net defined benefit liability/asset is recognised in other comprehensive income. Consequently, the tax effect of the same has also been recognised in the other comprehensive income under Ind AS instead of profit or loss. The actuarial loss for the year ended March 31, 2017 were Rs.15,27,338/- and the tax effect thereon Rs. 5,04,984/-

i) Terms/rights attached to equity shares:

The company has only one class of issued shares referred to as equity shares having a par value of 10 each. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors, if any, is subject to the approval of shareholders in the Annual General Meeting.

The Company has availed 5 Crores Rupee term loan from Export Import Bank of India repayable in 16 equal quarterly instalments. The Loan is secured by way of pari passu charge on the movable and immovable assets of the Company and second pari passu charge on the entire current assets of the Company.

The Company has availed 11 Crores Rupee term loan from Yes Bank during the year 2017 repayable in 16 equal quarterly instalments. The Loan is secured by way of pari passu charge on entire fixed assets and second pari passu charge on the current assets of the Company.

The Company has availed 10 Crores Rupee term loan from RBL Bank during the year 2017 repayable in 12 equal monthly instalments. The Loan is secured by way of pari passu charge on entire fixed assets and second pari passu charge on the current assets of the Company.

The Company has availed 5 Crores Rupee term loan from Yes Bank during the year 2016 repayable in 16 equal quarterly instalments. The Loan is secured by way of pari passu charge on entire fixed assets and second pari passu charge on the current assets of the Company.

The Company has availed 10 Crores Rupee term loan from ICICI Bank during the year 2015 repayable in 16 equal monthly instalments. The Loan is secured by way of pari passu charge on entire fixed assets and second pari passu charge on the current assets of the Company.

Working capital facilities from State Bank of India (Formerly State Bank of Travancore), IDBI Bank Ltd, RBL Bank, The Federal Bank Ltd Karnataka Bank Ltd, and Yes Bank Ltd have pari passu first charge on the entire current assets of the company and pari passu second charge on entire fixed assets of the Company. Working capital facilities from State Bank of Travancore, RBL Bank and Yes Bank Ltd are further guaranteed by the personal guarantee of Sri Vinod Narsiman, Managing Director to the extent of limit sanctioned.

Working Capital facilities from Banks are repayable on demand and carries interest rates varying from 10% to 12.75% p.a. Packing credit in Foreign Currency is repayable on demand. For buyers credit in foreign currency is repayable on demand.

d) In the past, the Kerala State Electricity Board has raised certain demands on the Company relating to payment of electricity charges and other charges on account of working of the hydro electric power division of the Company. These charges we re more than that warranted for, when specifically considering the working agreement between the Company and KSEB for operation of the hydro electric power plant. These demands remain in dispute and have been challenged by the Company in various forums including the Hon’ble High Court of Kerala. Such matters remain sub - judice and in some cases, where necessary, pending judgement, adequate provisions have been made. The Company is confident of positive redressal by the appropriate forums where no provisions has been made and in cases where the Company has deposited sums/advances, pending judgements, it is expected that those sums would be refunded.

e) During the year the company has received bill from Majan Electricity Distribution Company SAOC (Majan) in respect of distribution charges of INR 30,21,02,346 (RO 1820159) for the year ended 31 December 2017. The company has raised the matter with the Ministry of Finance and Commerce and had meetings with Majan, Sohar Free Zone and Ministry representative during the year for waiver of these charges. Management believes that it has valid grounds for waiver of these distribution charges and accordingly believes these will be waived by the Government of Oman.

2. Pursuant to the Scheme of Amalgamation santioned by the National Company Law Tribunal, Chennai Bench vide order dated 4th May 2018 & 8th May 2018, the company has accounted for the said merger under the 'Pooling of Interest' method as prescribed in Ind AS - 103 "Accounting for Business Combinations". The previous year do not reflect the figures of the merged entity though the merger is effective from 01st April 2017

3. All figures are in Rupees unless otherwise stated

Amounts have been rounded-off to the nearest Rupee and previous year's figures regrouped wherever necessary.

4. Operating Lease:

The Company has entered into operating lease, having a lease period ranging from 1 -5 years, with an option to renew the lease The future minimum lease payments are as follows: