1. company overview

1.1 Company Overview

Haldyn Glass Limited (Formerly known as Haldyn Glass Gujarat Limited) (the "company”) is domiciled and incorporated in India with its registered office at Vadodara, Gujarat, India. The Company's equity shares are listed on Bombay Stock Exchange (BSE).

The company is presently engaged in the business of manufacturing of exclusive quality glass containers for Food, Pharmaceutical, Beverages, Spirit Industries.

@ Depreciation on Plant and Machineries amounting to Rs. 4.71 lakhs (P.Y. Rs. 4.71 lakhs) have been added to the Cost of Moulds.

@ Arising out of physical verification of the Moulds during the previous year, the company has adjusted from the Property Plant And Equipment schedule, Assets having Gross blockRs. 51.48 lakhs (As at April 1, 2016Rs. 366.41 lakhs), Accumulated depreciation Rs. 35.91 lakhs and (Rs. 253.67 lakhs as at April 1, 2016) and written down value of Rs. 15.57 lakhs (Rs. 112.74 lakhs as at April 1, 2016) The written down value of the said moulds have been written off to statement of Profit and loss and disclosed under Note no 32 of financial statements under loss on Sale / Discard of Fixed Assets.

# Land was revalued by an approved valuer as on March 20, 2000 and a sum of Rs. 235.08 lakhs being an increase in the value of land due to revaluation was credited to Revaluation Reserve. This includes a plot of Land for 12,248 sq. meters having Gross Block and Net Block of Rs. 17 Lakhs which is in the process of being registered in the name of the Company.

The carrying value (gross block less accumulated depreciation and amortisation) as on April 1, 2016 of the property Plant and equipment (including the Land, which is shown at the revalued amount) is considered as deemed cost on the date of transition For fixed asset pledged as security refer to Note No 1 5 and Note No 19

c. Terms and Rights attached to equity shares

(i) The Company has only one class of Equity Shares having a par value of ' 1 per share. Each holder of Equity Shares is entitled to one vote per share.

(ii) They are entitled to dividend if proposed by the Board of Directors and approved by the shareholders in the ensuing Annual General Meeting.

(iii) I n the event of liquidation the equity shareholders are entitled to receive the remaining assets of the Company after distribution of all preferential amount, in proportion to their share holding.

* The company has provided Rs. 50.12 lakhs (P.Y. Rs. 50.12 lakhs) on account of leave encashment and Rs. 10 lakhs (PY. Rs. 10 lakhs) on account of gratuity over and above the liabilities derived from actuarial valuation as shown in Note 38.

Nature of Security and terms of Loan

$ Working Capital facilities from bank are secured by hypothecation of entire current assets of the company present & future, on pari passu basis along with a second charge on the entire fixed assets of the company.

$ Working capital carry a interest rate ranging from 0.8 % to 1.75% above bank base rate payable on monthly rest.

# As at April 1, 2016, Short term loan carry a interest rate of 9.80% and was repayable on June 18, 2016.

* As at April 1, 2016, Buyers line of credit from bank carry's interest rate of Euribor plus 90 basis points and was repayable on July 22, 2016 and August 12, 2016.

@ There are no amounts payable to the Investors Education and Protection Fund at the year end.

# Other payable represent liability towards outstanding expenses, employees payable and creditors for Other outstanding liabilities.

* Other payable includes Rs. 248.37 lakhs (as at March 31, 2017: Rs. 218.47 lakhs and as at April 1, 2016 : Rs. 156.50 lakhs) on account of amount received by virtue of order of Hon'ble Additional Chief Magistrate. (Refer Note 45.2).

The estimate of rate of escalation in Salary considered in actuarial valuation takes into account inflation, seniority, promotion and other retirement factors including supply & demand in the employment market. The above information is certified by the actuary.

h) General descriptions of defined plans:

i) Gratuity Plan:

The Company operates gratuity plan wherein every employee is entitled to the benefit equivalent to fifteen days salary last drawn for each completed year of service. The same is payable on termination of service or retirement whichever is earlier. The benefit vests after five years of continuous service.

ii) The Company expects to fund ' 22,72,179/- towards its gratuity plan in the year 2018-19.

i) Sensitivity analysis:

Sensitivity analysis indicates the influence of a reasonable change in certain significant assumptions on the outcome of the Present value of obligation (PVO). Sensitivity analysis is done by varying (increasing/ decreasing) one parameter by 100 basis points (1%).

NOTE 2

Fair Values

2.1 Fair value of financial assets and liabilities:

Set out below is a comparison by class of the carrying amounts and fair value of the Company's financial assets and liabilities that are recognised in the financial statements.

2.2 Fair Valuation techniques used to determine fair value:

The Company maintains procedures to value financial assets or financial liabilities using the best and most relevant data available. The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The following methods and assumptions were used to estimate the fair values:

i) Fair value of cash and cash equivalents, trade payables, borrowings and other financial assets and liabilities are approximate at their carrying amounts largely due to the short-term maturities of these instruments.

ii) The fair values of trade receivables and non-current loans are calculated based on expected credit loss method and discounted cash flow using a current lending rate respectively. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including credit risk. The fair values of non-current loan are approximate at their carrying amount due to interest bearing features of these instruments.

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

iv) Fair values of quoted financial instruments are derived from quoted market prices in active markets.

v) The fair value of investments in unlisted equity shares is determined using a combination of direct sales comparison and income approach.

vi) The fair value of the remaining financial instruments is determined using discounted cash flow analysis and/or direct sales comparison approach.

vii) Equity Investments in jointly controlled entities is stated at cost.

2.3 Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation techniques:-

i) Level 1: Quoted prices / published NAV (unadjusted) in active markets for identical assets or liabilities. It includes fair value of financial instruments traded in active markets and are based on quoted market prices at the balance sheet date and financial instruments like mutual funds for which net assets value (NAV) is published by mutual fund operators at the balance sheet date.

ii) Level 2 : Inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). It includes fair value of the financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on the Company specific estimates. If all significant inputs required to fair value an instrument are observable then instrument is included in level 2.

iii) Level 3 : Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Investment in Jointly controlled entities, Cash and Cash equivalents and other financial assets are shown at amortised cost.

The following table provides hierarchy of the fair value measurement of Company's asset and liabilities, grouped into Level 1 (Quoted prices in active markets), Level 2 (Significant observable inputs) and Level 3 (Significant unobservable inputs) as described below:

2.4 Description of the inputs used in the fair value measurement:

Following table describes the valuation techniques used and key inputs to valuation for level 3 of the fair value hierarchy as at March 31, 2018, March 31, 2017 and April 1, 2016 respectively:

2.5 Description of the valuation processes used by the Company for fair value measurement categorised within level 3.

At each reporting date, the Company analysis the movements in the values of financial assets and liabilities which are required to be remeasured or re-assessed as per the accounting policies. For this analysis, the Company verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

The Company also compares the change in the fair value of each financial asset and liability with relevant external sources to determine whether the change is reasonable. The Company also discusses of the major assumptions used in the valuations.

For the purpose of fair value disclosures, the Company has determined classes of financial 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.

NOTE 3

Financial Risk Management - Objectives and Policies

The Company is exposed to market risk, credit risk and liquidity risk. Risk management is carried out by the company under policies approved by the board of directors. This Risk management plan defines how risks associated with the Company will be identified, analysed, and managed. It outlines how risk management activities will be performed, recorded, and monitored by the Company. The basic objective of risk management plan is to implement an integrated risk management approach to ensure all significant areas of risks are identified, understood and effectively managed, to promote a shared vision of risk management and encourage discussion on risks at all levels of the organization to provide a clear understanding of risk/benefit trade-offs, to deploy appropriate risk management methodologies and tools for use in identifying, assessing, managing and reporting on risks, and to determine the appropriate balance between cost and control of risk and deploy appropriate resources to manage/optimize key risks. Activities are developed to provide feedback to management and other interested parties (e.g. Audit committee, Board etc.). The results of these activities ensure that risk management plan is effective in the long term.

3.1 Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise of three types of risk: foreign currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits and investments. The sensitivity analysis is given relating to the position as at March 31, 2018 and March 31, 2017. The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit obligations, provisions and on the non-financial assets and liabilities. The sensitivity of the relevant statement of profit and loss item is the effect of the assumed changes in the respective market risks. The Company's activities expose it to a variety of financial risks, including the effects of changes in foreign currency exchange rates and interest rates. This is based on the financial assets and financial liabilities held as at March 31, 2018 and March 31, 2017.

(a) Foreign exchange risk and sensitivity

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities. The Company transacts business primarily in USD and Euro. The Company has foreign currency trade payables and receivables and is therefore, exposed to foreign exchange risk. The Company regularly reviews and evaluates exchange rate exposure arising from foreign currency transactions.

The carrying amount of foreign currency denominated financial assets and liabilities including derivative contracts, are as follows:

b) Interest rate risk and sensitivity :

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. During the year, the company is having long term borrowings in the form of Vehicle Loans and short term borrowings in the form of Working Capital Loan & Export Packing Credit. There is a fixed rate of interest in case of export packing credit & vehicle loans and is payable at the time of repayment and hence, there is no interest rate risk associated with these borrowings.

At the reporting date the interest rate profile of the Company's interest bearing financial instruments are follows :

The table below illustrates the impact of a 2% increase in interest rates on interest on financial liabilities assuming that the changes occur at the reporting date and has been calculated based on risk exposure outstanding as of date. The year end balances are not necessarily representative of the average debt outstanding during the year. This analysis also assumes that all other variables, in particular foreign currency rates, remain constant.

The assumed movement in basis points for interest rate sensitivity analysis is based on the currently observable market environment.

c) Commodity price risk :

The Company is exposed to the movement in price of key traded materials in domestic and international markets. The Company has entered into contracts for procurement of material. However the Company is not exposed to significant risk.

d) Equity price risk:

The Company has decided to fair value its equity instruments through Other Comprehensive Income and carry investment in jointly controlled entities at Cost. Therefore neither profit or loss nor equity will be affected by the equity price risk of those instruments. Accordingly, no sensitivity analysis is required.”

3.2 Credit risk

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.

a) Trade Receivables:

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings with the Company for extension of credit to customers. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. The Company has also taken security deposits in certain cases from its customers, which mitigate the credit risk to some extent. The Company has adopted an Expected Credit Loss Model as per Ind AS 109 '"'Financial Instruments'"', wherein the provision is made for expected losses for non-recovery of receivables and also for loss in value of money due to delayed receipt of money. However, the Company does not expect any material risk on account of non-performance by Company's counterparties.

b) Financial instruments and cash deposits:

The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which balances are maintained. Credit risk from balances with bank is managed by the Company's finance department. Investment of surplus funds are also managed by finance department. The Company does not maintain significant cash in hand. Excess balance of cash other than those required for its day to day operations is deposited into the bank. For other financial instruments, the finance department assesses and manage credit risk based on internal assessment. Internal assessment is performed for each class of financial instrument with different characteristics.

3.3 Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company's objective is to, at all times, maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company relies on operating cash flows and short term borrowings in the form of Working Capital Loan & Export Packing Credit to meet its needs for funds. Company does not breach any covenants (where applicable) on any of its borrowing facilities. The Company has access to a sufficient variety of sources of funding as per requirement.

The table below provides undiscounted cash flows towards financial liabilities into relevant maturity based on the remaining period at the balance sheet to the contractual maturity date.

3.4 Competition and price risk

The Company faces competition from local and foreign competitors. Nevertheless, it believes that it has competitive advantage in terms of high quality products and by continuously upgrading its expertise and range of products to meet the needs of its customers.

NOTE 4

Capital Management

For the purpose of Company's capital management, capital includes issued capital, all other equity reserves and debts. The primary objective of the Company's capital management is to maximise shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using gearing ratio, which is net debt divided by total capital (equity plus net debt). Net debt are noncurrent and current debts as reduced by cash and cash equivalents, other bank balances and current investments. Equity comprises all components including other comprehensive income.

NOTE 5

Reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities as required under Ind AS 7, 'Statement of cash flows' as per amendments in Companies (Indian Accounting Standards) (Amendments) Rules, 2017

NOTE 6

First time adoption of ind AS

6.1 Basis of preparation

For all period up to the year ended March 31, 2017, the Company has prepared its financial statements in accordance with generally accepted accounting principles in India (Indian GAAP). These financial statements for the year ended March 31, 2018 are the Company's first annual Ind AS financial statements and have been prepared in accordance with Ind AS. Accordingly, the Company has prepared financial statements, which comply with Ind AS, applicable for periods beginning on or after April 1, 2016 as described in the accounting policies. In preparing these financial statements, the Company's opening Balance Sheet was prepared as at April 1, 2016, the Company's date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP Balance Sheet as at April 1, 2016 and its previously published Indian GAAP financial statements for the year ended March 31, 2017.

6.2 Exemptions Applied

Ind AS 101 "First-time Adoption of Indian Accounting Standards” allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions:

1) Property, plant and equipment, intangible assets and investment properties: The Company has elected to apply Indian GAAP carrying amount as deemed cost on the date of transition to Ind AS for its property, plant and equipment, intangible assets and investment properties.

2) Equity Investments in Jointly controlled entities : The Company has elected to apply Indian GAAP carrying amount as deemed cost on the date of transition to Ind AS for its equity investments in jointly controlled entities.

3) Designation of previously recognised financial instruments: Ind AS 101 allows to designate investments in equity instruments at fair value through OCI on the basis of facts and circumstances at the date of transition to Ind AS. The Company has elected to apply this exemption for its investments in Equity Shares of companies & investment in Mutual Fund.”

6.3 Mandatory exceptions applied

The following mandatory exceptions have been applied in accordance with Ind AS 101 in preparing the financial statements.

1) Estimates: The Company's estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with Indian GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at April 1, 2016 are consistent with the estimates as at the same date made in conformity with Indian GAAP except where Ind AS required a different basis for estimates as compared to the Indian GAAP.

2) Classification and measurement of financial assets: The Company has classified the financial assets in accordance with Ind AS 109 "Financial Instruments” on the basis of facts and circumstances that exist at the date of transition to Ind AS.

Note 7

Disclosure as required by ind AS 101 First Time Adoption of indian Accounting Standard (ind AS)

7.1 Reconciliation of Balance Sheet as previously reported under Indian GAAP to IND AS

Balance Sheet as at April 1, 2016 (date of transition to Ind AS) and as at March 31, 2017

7.2 Reconciliation of Statement of Cash Flow

There were no material differences between the Statement of Cash Flows presented under Ind AS and under IGAAP.

7.3 Footnotes to the reconciliation of equity as at April 1, 2016 and March 31, 2017 and statement of profit and loss for the year ended March 31, 2017.

1) Financial assets:

Under Indian GAAP Current investments are carried at lower of cost and market value/NAV, computed individually. Long term investments are carried at cost. Provision for diminution in the value of long term investments is made only if such decline is other than temporary in the opinion of the management. As per Ind AS 109, the company has designated all investments at fair value through profit or loss (FVTPL) or at fair value through other comprehensive income (FVTOCI) except equity investment in jointly controlled entities company. Ind AS requires FVTPL and FVTOCI investments to be measured at fair value. At the date of transition to Ind AS, difference between the fair value of the investments and Indian GAAP carrying amount has been recognised in retained earnings or retained earnings through OCI. The Company has opted to account for its equity investment in jointly controlled entities at cost in pursuance of Ind AS 27.

Under Indian GAAP receivables and payables are measured at transaction cost less allowances for impairment, if any. Under Ind AS, these financial assets are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less allowance for impairment, if any. The resulting finance charge or income is included in finance expense or finance income in the Statement of Profit and Loss for financial liabilities and financial assets respectively.

2) Dividend and dividend distribution tax:

Under Indian GAAP proposed dividends were recognised as an adjusting event occurring after the balance sheet date however under the Ind AS proposed dividend are non adjusting events after the balance sheet date and hence recognised as and when approved by the Shareholders. In the case of the Company, the declaration of dividend occurs after period end. Therefore, the liability for dividend of Rs. 323.47 lakhs (including dividend distribution tax) for the year ended on March 31, 2016 has been derecognised with corresponding impact in the retained earnings on April 1, 2016.

3) Defined benefit liabilities:

Both under Indian GAAP and Ind AS, the company recognised costs related to its post-employment defined benefit plan on an actuarial basis. Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to statement of profit or loss. Under Ind AS, remeasurements comprising of actuarial gains and losses are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI.

4) Deferred Tax:

Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the year. Ind AS 12 "Income Taxes” 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. The application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under Indian GAAP. The impact of transitional adjustments for computation of deferred taxes has resulted in charge to Retained earning, on the date of transition, with consequential impact to the statement of Profit and Loss and OCI for the subsequent periods.

5) Other comprehensive income :

Under Indian GAAP the Company has not presented other comprehensive income (OCI) separately. Hence, Indian GAAP statement of profit or loss is reconciled with statement of profit or loss as per Ind AS.

6) The Ind AS adjustments are either non cash adjustments or are regrouping among the cash flow from operating, investing and financing activities. Consequently, Ind AS adoption has no impact on the net cash flow for the year ended March 31, 2017 as compared with the previous GAAP.

NOTE 8

Other Disclosures :

8.1 During the year ended March 31, 2018, the Company has paid/provided Managerial Remuneration to Managing Director and Executive Chairman of Rs. 254.42 Lakhs (P.Y. Rs. 246.93 lakhs) in accordance with terms & conditions of managerial remuneration approved by Shareholders vide resolution on 28th September 2012. Due to inadequacy of profits, the remuneration for the current financial year is in excess of limits specified under Section 197 read with Schedule V of Companies Act, 2013 by Rs. 60.71 Lakhs (P.Y. Rs. 30.81 lakhs), for which Central Government approval is sought by the Company.

The Company has during the previous financial year 2016-17 applied to the Central Government for the financial year 2016-17 w.r.t remuneration which was paid is in excess of limits specified under Section 197 read with Schedule V of Companies Act, 2013. During the financial year 2017-18, the company has secured an approval for the payment of remuneration upto August 15, 2017 and for remaining period the said approval is awaited.

8.2 During the previous financial year 2016-17, by virtue of order of Hon'ble Additional Chief Magistrate, the Company has received valuables and amounts as interim custody, Valuables amounting to Rs. 61.97 Lakhs has been shown under Other Current Assets in note 12. The amounts received by the Company which were earlier invested in Fixed Deposit with Banks amounting to Rs. 156.50 lakhs (including Rs. 42 Lakhs received in earlier years) which were shown in Note 10 has been withdrawn during the year and the maturity amount (including interest of Rs. 29.9 lakhs) has been reinvested in Mutual Funds, which has been reflected at fair value under Note 4 "Investments”. The corresponding liability was shown in Note 21 "Other Financial Liabilities”.

8.3 In the opinion of the management, Current Assets, Loans and Advances are of the value stated, if realised in the ordinary course of business.

8.4 The figures for previous year's have been regrouped, reclassified and rearranged wherever necessary to make them comparable with that of current year's figures.