Notes to Accounts of Orient Bell Ltd.

Mar 31, 2025

Note 19 : Provisions (contd.)

(a) Movement in provision for litigation

Provision for litigation represents pending disputes with central goods and services tax authority and sales tax department. Timing of outflow
will depend upon timing of decision of cases. Although the company is contesting the cases at the relevant forum, the management believes
that the outflow of resources embodying economic benefits is probable and has accordingly, created a provision towards the obligation that
may arise. The details are given below:-

g) Trade Receivables and Contract Balances

For Trade Receivables, refer Note No. 12.

Further, the company has no contracts where the period between the transfer of the promised goods or services to the customer and payment terms
by the customer exceeds one year. In light of above;

- it does not adjust any of the transaction prices for the time value of money, and

- there is no unbilled revenue as at March 31, 2025.

(h) Satisfaction of performance obligations

The company''s revenue is derived from the single performance obligation to transfer primarily ceramic and vitrified tiles under arrangements in
which the transfer of control of the products and the fulfillment of the company''s performance obligation occur at the same time. Revenue from the
sale of goods is recognised when the company has transferred control of the goods to the buyer and the buyer obtains the benefits from the goods, the
potential cash flows and the amount of revenue (the transaction price) can be measured reliably, and it is probable that the company will collect the
consideration to which it is entitled to in exchange for the goods.

Whether the customer has obtained control over the asset depends on when the goods are made available to the carrier or the buyer takes
possession of the goods, depending on the delivery terms. In case of the company''s operations, generally the criteria to recognize revenue has been
met when its products are despatched to its customers or to a carrier who will transport the goods to its customers, this is the point in time when the
company has completed its performance obligations. Revenue is measured at the transaction price of the consideration received or receivable, the
amount the company expects to be entitled to.

Variable considerations associated with such sales

Periodically, the company enters into volume or other rebate programs where once a certain volume or other conditions are met, it refunds the
customer some portion of the amounts previously billed or paid. For such arrangements, the company only recognizes revenue for the amounts it
ultimately expects to realise from the customer. The company estimates the variable consideration for these programs using the most likely amount
method or the expected value method, whichever approach best predicts the amount of the consideration based on the terms of the contract and
available information and updates its estimates at each reporting period.

b) Defined Benefit Plans

In accordance with Ind AS 19 "Employee benefits”, an actuarial valuation on the basis of "Projected Unit Credit Method” was carried out, through
which the company is able to determine the present value of obligations. "Projected Unit Credit Method" recognizes each period of service as giving
rise to additional unit of employees benefit entitlement and measures each unit separately to built up the final obligation. This method is used in
following cases:-
i) Gratuity Scheme

The company has defined benefit gratuity plan which is funded. Gratuity is calculated as 15 days salary for every completed year of service or part
thereof in excess of 6 months and is payable on retirement / termination/ resignation. The benefit vests on completing 5 years of service by the
employee. The company makes provision of such gratuity asset/ Liability in the books of accounts on the basis of acturial valuation as per projected
unit credit method; net with annual contribution made by company to insurer to provide gratuity benefits by taking scheme of insurance.

The maturity analysis of lease liabilities is given in Note 43 in the Liquidity risk'' section.

Leases: Cash Flows:

Cash flows from operating activities includes cash flow from short term lease & leases of low value for ''44.59 lakh (March 31, 2024: '' 46.02 lakh). Cash
flows from financing activities includes the payment of interest and the principal portion of lease liabilities on net basis for '' 264.28 lakh (March 31, 2024:
'' 290.57 lakh)

Leases committed and not yet commenced: There are no leases committed which have not yet commenced as on reporting date.

Company as a Lessor

The company has given its building space, lying under property, plant and equipments, on operating lease through operating lease arrangements. Income
from operating leases is recognised as revenue on a straight-line basis over the lease term.

Lease income of '' 1.16 lakh (March 31, 2024: '' 9.00 lakh) has been recognised and included under other income.

Note 36 : Contingent Liabilities (to the extent not provided for) and Commitments

(I) Commitments

Estimated amount of contracts remaining to be executed on capital account (net of advances) and which have not been provided for in the financial
statements, amounts to '' 21.29 lakh (March 31, 2024: '' 1.57 lakh). The company does not have any other long term commitments or material non
-cancellable Contractual Commitments, which may have a material impact on the standalone financial statements.

(II) Contingent Liabilities

The company has reviewed all its pending claims, litigations and other proceedings and has adequately provided for wherever required. The
company does not expect the outcome of these proceedings to have a material or adverse effect on financial position of the company. In certain cases,
it is difficult for the company to estimate the timings of cash outflows, if any, as it is determinable only on receipt of judgement/decisions pending
with various forums/authorities. The company does not expect any reimbursements in respect of the below contingent liabilities.

The company''s objective for managing capital is to ensure:

- ability to continue as a going concern, so that the company can continue to provide returns to shareholders and benefits for other stakeholders, and

- maintain optimal capital structure to reduce the cost of capital.

The company manages its capital structure and makes adjustments to it in the light of changes in economic conditions. In order to maintain or adjust the
capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

The company monitors capital structure using Gearing Ratio, which is calculated as under:

Note 39: Segment Information

According to Ind AS 108, identification of operating segments is based on Chief Operating Decision Maker (CODM) approach for making decisions about
allocating resources to the segment and assessing its performance. In Orient Bell Limited, the decision makers view the operating results internal division
wise (Ceramic, Vitrified Polished). Accordingly, such segments may be presented under Ind AS 108. However, these segments have been aggregated
because the core principles, economic characteristics, nature of products, production process, distribution method, regulatory environment and type of
customers in all the divisions are similar. Hence the disclosure requirement of Ind AS 108 of “Segment Reporting" is not considered applicable. Further the
company sells its products mostly within India with insignificant export income and does not have any operation in economic enviroment with different
risk and returns, hence its considered operating in single geographical segment.

Major Customer: No single customers contributed 10% or more to the company''s revenue for both March 31, 2025 and March 31, 2024.

b) The members of the company had approved ''Orient Bell Employees Stock Option Scheme 2018'' and ''Orient Bell Employees Stock Option Scheme
2021''. The plan envisaged grant of share options to eligible employees at market price as defined in Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2014.Each Employee Stock Option vested in an Employee under the Schemes entitles the holder thereof to
apply for and be allotted one equity share of the company of '' 10 each upon exercise thereof. The Exercise price is '' 10. The exercise period
commences from the date of vesting in respect of options granted under the Scheme and ends upon the expiry of three years from the date of each
vesting.

c) The maximum number of shares allocated for allotment under 2018 Share Schemes and 2021 Share Schemes are 2,00,000 (two lakh) and 5,00,000
(five lakh) equity shares of '' 10 each resepctively. The schemes are monitored and supervised by the Compensation Committee of the Board of
Directors in compliance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and
amendments thereof from time to time.

Note42: Fair Values Disclosure
a) Financial Instruments by category

Set out below, is a comparison by class of the carrying amounts and fair value of the company''s financial instruments. Here the disclosure is made for
non-current financial assets and non-current financial liabilities, carrying value of current financial assets and current financial liabilities including
trade receivable, cash and cash equivalent, other bank balances, other financial assets, trade payables, current borrowing, other current financial
liabilities etc. which represent the best estimate of fair value.

The management assessed that fair value of these short term financial assets and liabilities significantly approximate their carrying amount largely
due to short term maturities of these instruments and are measured at amortised cost.

b) Fair value hierarchy

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are (a) recognised and
measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the standalone financial statements. To provide
an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three
levels prescribed under the accounting standard.

Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: Valuation techniques for which the lowest level input that has a significant effect on the fair value measurement are observable, either
directly or indirectly.

Level 3: Valuation techniques for which the lowest level input which has a significant effect on the fair value measurement is not based on
observable market data.

c) Discount Rate Used in Determining Fair Value

The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental borrowing rate of borrower which in
case of financial liabilities is average market cost of borrowings of the company and in case of financial asset is the average market rate of similar
credit rated instrument. The company maintains policies and procedures to value financial assets or financial liabilities using the best and most
relevant data available.

The company has an established control framework with respect to the measurement of fair values. The finance and accounts
team that has overall responsibility for overseeing all significant fair value measurements. The team regularly reviews significant unobservable
inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the team
assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of Ind AS, including the
level in the fair value hierarchy in which the valuations should be classified. Significant valuation issues are reported to the company''s board of
directors.

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

a) Fair value for security deposits (other than perpetual security deposits) has been presented based on the discounting factor as at the reporting
date. Fair value for all other non-current assets and liabilities is equivalent to the amortised cost, interest rate on them is equivalent to the
market rate of interest.

b) For other financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

Note 43: Financial Risk Management Objectives and Policies

The company''s principal financial liabilities comprise trade and other payables and borrowings. The main purpose of these financial liabilities is to
finance the company''s operations and to provide guarantees to support its operations.

The company''s principal financial assets includes security deposits, trade receivables, cash and cash equivalents, deposits with bank, interest accrued in
deposits, receivables from related and other parties and interest accrued thereon.

The company is exposed to market risk, credit risk and liquidity risk . The company''s senior level oversees the management of these risks.

A. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market
risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk.
i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The company’s exposure to the risk of changes in market interest rates relates primarily to the company''s debt obligations
with floating interest rates.

B. Credit Risk

Credit risk is the risk that counterparty will default on its contractual obligations resulting in finance loss to the company. Credit risk arise from Cash
and cash equivalents, deposit with banks, trade receivables and other financial assets measure at amortised cost. The company continuously
monitors defaults of customers and other counterparties and incorporate this information into its credit risk control.

The company also uses expected credit loss model to assess the impairement loss in Trade Receivables and makes an allowance of doubtful trade
receivables using this model.

C. 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, maintain optimum levels of liquidity to meet its cash and collateral requirements. It maintains
adequate sources of financing including loans from banks at an optimised cost.

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company
to or in any other person or entity, including foreign entity (“Intermediaries") with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall lend or invest in party identified by or on behalf of the company (Ultimate Beneficiaries).

The company has not received any fund from any party (Funding Party) with the understanding that the company shall whether, directly or indirectly lend
or invest in other persons or entity identified by or on behalf of the company (“Ultimate Beneficiaries") or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(a) The company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or section 560 of Companies
Act, 1956 neither in the current financial year nor in the previous financial year.

(b) The company does not have any Benami property, where any proceeding under Prohibition of Benami Property Transactions Act, 1988 and rules
made thereunder has been initiated or pending against the company.

(c) The company has not been declared wilful defaulter by any bank or financial Institution or other lender.

(d) The company has not traded or invested in Crypto currency or Virtual Currency.

(e) The company has no any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during
the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act,
1961).

There are no loans or guarantee or securities which are given to the aforementioned subsidiary & associates.

For & on behalf of Board of Directors of Orient Bell Limited

(Madhur Daga) (Sameer Kamboj)

Managing Director Director

DIN 00062149 DIN 01033071

(Aditya Gupta) (Himanshu Jindal)

Chief Executive Officer Chief Financial Officer

(Yogesh Mendiratta)

Place of Signature: New Delhi Company Secretary

Date: May 22, 2025 ICSI Membership No 13615

---

Mar 31, 2024

ii) Contingencies

Contingent Liabilities may arise from the ordinary course of business in relation to claims against the company, including legal and other claims. By virtue of their nature, contingencies will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves the exercise of significant judgements and the use of estimates regarding the outcome of future events.

iii) Recoverability of deferred taxes

In assessing the recoverability of deferred tax assets, management considers whether it is probable that taxable profit will be available against which the losses can be utilised. The

ultimate realisation of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment.

iv) Defined benefit plans

The present value of the gratuity and compensated absences are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the actuary considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation. The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates for the respective countries.

v) Useful lives of property, plant and equipment

The company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods.

vi) Leases

Where the company is the lessee, key judgements include assessing whether arrangements contain a lease and determining the lease term.

To assess whether a contract contains a lease requires judgement about whether it depends on a specified asset, whether the company obtains substantially all the economic benefits from the use of that asset and whether the the company has a right to direct the use of the asset. In order to determine the lease term judgement is required as extension and termination options have to be assessed along with all facts and circumstances that may create an economic incentive to exercise an extension option, or not exercise a termination option. The company revises the lease term if there is a change in the non-cancellable period of a lease. Estimates include calculating the discount rate which is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics. Where the company is the lessor, the treatment of leasing transactions is mainly determined by whether the lease is considered to be an operating or finance lease. In making this assessment, management looks at the substance of the lease, as well as the legal form, and makes a judgement about whether substantially all of the risks and rewards of ownership are transferred. Arrangements which do not take the legal form of a lease but that nevertheless convey the right to use an asset are also covered by such assessments.

The management''s estimates and assessments were based in particular on assumptions regarding the development of the economy as a whole, the development of tiles markets, and the development of the basic legal parameters.

b) Property, Plant and Equipment (PPE)

Property, plant and equipment and capital work in progress are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Such cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct services, any other costs directly attributable to bringing the assets to its working condition for their

intended use and cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. An item of property, plant and equipment and any significant part initially recognised is de-recognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss within other income / expense (as applicable).

Items of stores and spares that meet the definition of property, plant and equipment are capitalised at cost and depreciated over their useful life. Otherwise, such items are classified as inventories.

Subsequent costs: The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item of property, plant and equipment, if it is probable that the future economic benefits embodied within the part will flow to the company, its cost can be measured reliably with the carrying amount of the replaced part getting derecognised and there is increase of future benefits from the existing asset beyond previously assessed standard of performance. The cost for day-to-day servicing of property, plant and equipment are recognised in statement of profit and loss as and when incurred.

Decommissioning Costs: The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met.

Capital work in progress: Capital work in progress comprises the cost of property, plant and equipment that are not ready for their intended use at the reporting date.

The company had applied for the one time transition exemption of considering the carrying cost on the transition date i.e. 1^st April, 2016 as the deemed cost under Ind AS.

Depreciation: Depreciation on PPE are provided to the extent of depreciable amount on straight line basis (SLM). Depreciation is provided at the rates and in the manner prescribed in Schedule II to the Companies Act, 2013 except on certain assets, where useful life has been taken based on external / internal technical evaluation which is given below in table. Leasehold Land and Leasehold Improvements are amortised over the lease term or useful life of assets whichever is lower. The residual values, useful lives are reviewed at each financial year end and adjusted appropriately.

*For these classes of assets, based on internal assessment by technical team, the Management believes that the useful lives as given above best represent the period over which the Management expects to use these assets. Hence the useful lives for these assets is different from the useful lives as prescribed under Part C of Schedule II of the Companies Act 2013.

c) Intangible Assets

Recognition and measurement

Intangible assets that are acquired by the company are measured initially at cost. Intangible assets with finite useful lives are measured at cost less accumulated amortisation and accumulated impairment losses, if any.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Statement of Profit and Loss.

Amortisation

All expenditures, qualifying as Intangible Assets are amortized over estimated useful life. Specialized softwares are amortized over a period of 3 years or license period whichever is earlier. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates.

The company had applied for the one time transition exemption of considering the carrying cost on the transition date i.e. 1^st April, 2016 as the deemed cost under Ind AS.

d) Borrowing Costs

Borrowing costs consists of interest and amortization of ancillary costs that an entity incurs in connection with the borrowing of funds. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the interest cost.

e) Foreign Currency Transaction Functional and presentational currency

The company''s financial statements are presented in Indian Rupees (H in lakh) which is company''s functional currency and also the presentational currency. Functional currency is the currency of the primary economic environment in which a company operates and is normally the currency in which the company primarily generates and expends cash.

Transactions and balances

Transactions in foreign currencies are initially recorded by the company at the functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised in statement of profit and loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Advances received or paid in foreign currency are recognised at exchange rate on the date of transaction and are not retranslated.

f) Revenue Recognition

The company derives revenues primarily from sale of manufactured goods and traded goods.

Revenue from contracts with customers:- Revenue is recognized on the basis of approved contracts regarding the transfer of goods or services to a customer for an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services.

- Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration on account of various discounts and schemes offered by the company as part of the contract. Any amounts receivable from the customer are recognised as revenue after the control over the goods sold are transferred to the customer which is generally on dispatch of goods.

- Variable consideration - This includes incentives, volume rebates, discounts etc. It is estimated at contract inception considering the terms of various schemes with customers and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative

revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved. It is reassessed at the end of each reporting period.

- Significant financing component - Generally, the company receives short-term advances from its customers. Using the practical expedient in Ind AS 115, the company does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised goods or services to the customer and when the customer pays goods or services will be one year or less.

Use of significant Judgements in Revenue

Recognition

- Judgement is required to determine the transaction price for the contract. The transaction price could be either a fixed amount of consideration or variable consideration with elements such as volume discounts, price concessions, incentives etc. The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period.

- The company estimates variable considerations to be included in the transaction price for the sale of goods with volume rebates.

The company''s expected volume rebates are analysed on a per customer basis. Determining whether a customer will be entitled to rebate will depend on the customer''s historical rebates entitlement and accumulated purchases to date. The company updates its assessment of volume rebates on regular basis.

- The company assesses its revenue arrangements against specific recognition criterias like exposure to the significant risks and rewards associated with the sale of goods. When deciding the most appropriate basis for

presenting revenue or costs of revenue, both the legal form and substance of the agreement between the company and its customers are reviewed to determine each party''s respective role in the transaction.

Other Operating Revenue

Dividend income is recognized when the right to receive payment is established.

Income, interest income is recorded using the effective interest rate (EIR), which is the rate that exactly discounts the estimated future cash payments or receipts through the expected life of the financial instrument to the gross carrying amount of the financial asset

Claims receivables on account of insurance are accounted for to the extent the company is reasonably certain of their ultimate collection.

g) Inventories

Items of inventories are measured at lower of cost and net realizable value after providing for obsolescence, wherever considered necessary. Cost of inventories comprises of cost of purchase, cost of conversion and other costs including manufacturing overheads incurred in bringing them to their respective present location and condition. The cost of various components of inventory is determined as follows:-

h) Leases

Effective 01 April 2019, the company has adopted Indian Accounting Standard 116 (Ind AS 116) -''Leases''. The effect on adoption of Ind-AS 116 was insignificant.

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Company as a lessee

The company accounts for each lease component within the contract as a lease separately from nonlease components of the contract and allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

The company recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss.

The company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The

lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the company uses incremental borrowing rate. For leases with reasonably similar characteristics, the company, on a lease by lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the company is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. The company recognises the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the company recognises any remaining amount of the re-measurement in statement of profit and loss.

The company has elected not to apply the requirements of Ind AS 116 Leases to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognized as an expense on a straight-line basis over the lease term.

Company as Lessor

At the inception of the lease the company classifies each of its leases as either an operating lease or a finance lease. Lease income from operating leases where the company is a lessor is recognised in income on a straight-line basis over the lease term.

i) Employee''s Benefits

Short Term Employee Benefits: All employee benefits expected to be settled wholly within twelve months of rendering the service are classified as short-term employee benefits. When an employee has rendered service to the company during an accounting period, the company recognises the undiscounted amount of short-term employee benefits expected to be paid in exchange for that service as an expense unless another Ind AS requires or permits the inclusion of the benefits in the cost of an asset. Benefits such as salaries, wages and short-term compensated absences, bonus and ex-gratia etc. are recognised in Statement of Profit and Loss in the period in which the employee renders the related service.

Defined Contribution Plan

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions to a statutory authority and thereafter, will have no legal or constructive obligation to pay further amounts. Provident Fund and Employee State Insurance Schemes are defined contribution scheme and contributions paid / payable are recognised as an expense in the statement of profit and loss during the year in which the employee renders the related service.

Defined Benefit Plan

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan.

The company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount based on the respective employee''s salary and the tenure of employment. The company accounts for the liability for gratuity benefits payable in future based on an independent actuarial valuation report using the projected unit credit method as at the year end.

The obligations are measured at the present value of the estimated future cash flows. The discount rate is

generally based upon the market yields available on Government bonds at the reporting date with a term that matches that of the liabilities.

Re-measurements, comprising actuarial gains and losses including, the effect of the changes to the asset ceiling (if applicable), is reflected immediately in Other Comprehensive Income, they are included in retained earnings in the Statement of Changes in Equity and Balance sheet. All other expenses related to defined benefit plans are recognised in statement of profit and loss as employee benefit expenses. Gains or losses on the curtailment or settlement of any defined benefit plan are recognised when the curtailment or settlement occurs.

Other Long Term Benefits

Long term compensated absences are provided for on the basis of actuarial valuation, using the projected unit credit method, at the end of each financial year. Actuarial gains / loss are recognised in Statement of Profit & Loss. On the basis of company''s policy, compensated absences upto 50 days (60 days in case of Dora worker and 30 days in case of SKD workers) are recognised as long term employee benefit & compensated absences beyond 60/50/30 days as may be applicable, shall lapse after the end of financial year.

Employees Share Based Payment

Employees (including senior executives) of the company receive component of remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).

Equity-settled Transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognised, together with a corresponding increase in share-based payment (SBP) reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting

date reflects the extent to which the vesting period has expired and the company''s best estimate of the number of equity instruments that will ultimately vest. The statement of profit and loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

Termination Benefits

Termination benefits are payable when employment is terminated by the company before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The company recognises termination benefits at the earlier of the following dates: (a) when the company can no longer withdraw the offer of those benefits; and (b) when the company recognises costs for a restructuring that is within the scope of Ind AS 37 and involves the payment of termination benefits.

j) Financial Instruments

A financial instrument is a contract that gives rise to a financial asset for one entity and a financial liability or equity instrument for another entity. Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instruments.

Initial recognition and measurement

Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the company becomes a party to the contractual provisions of the instrument. All financial assets are recognized initially at fair value, plus in the case of financial assets not recorded at fair value through profit or loss (FVTPL), transaction costs that are attributable to the acquisition of the financial asset. However, trade receivables that do not contain a significant financing component are measured at transaction price.

Classification and Subsequent measurement

(a) Financial Assets

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

- Financial Asset carried at amortised cost

- Financial Asset at fair value through other comprehensive income (FVTOCI)

- Financial Asset at fair value through profit and loss (FVTPL)

Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the company changes its business model for managing financial assets.

• Financial Asset carried at amortised cost

A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

• Financial Asset at fair value through other comprehensive income (FVTOCI)

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

• Financial Asset at fair value through profit and loss (FVTPL)

A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.

• Equity investment in Associates

Investments representing equity interest in associates are carried at cost less any provision for impairment. Investments are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable.

The company had elected for one time Ind AS 101 exemption and adopted the fair value of H10 of its investment in equity shares of its associates as its deemed cost as at the date of transition.

De-recognition

A financial asset (or, where applicable, a part of a financial asset) is primarily derecognised (i.e. removed from the company''s Balance Sheet) when:

(i) The contractual rights to receive cash flows from the asset has expired, or

(ii) The company has transferred its contractual rights to receive cash flows from the financial asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ''pass-through'' arrangement; and either (a) the company has transferred substantially all the risks and rewards of the asset, or (b) the company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

(b) Financial Liabilities

For purposes of subsequent measurement, financial liabilities are classified in two categories: -Financial liabilities at amortised cost -Financial liabilities at fair value through profit and loss (FVTPL)

Financial liabilities at Amortized cost Loans and borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. After

initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. Gains and losses are recognised in the statement of profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss. This category generally applies to the borrowings.

De-recognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference (if any) in the respective carrying amounts is recognised in the statement of profit and loss.

(c) Offsetting of Financial Instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

k) Impairment of Financial Assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss rates. The company uses judgments in making these assumptions and selecting the inputs to the impairment calculation, based on company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

l) Impairment of Non-Financial Assets

The carrying amounts of the company''s non-financial assets, are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset''s recoverable amount is estimated.

The recoverable amount of an asset or cashgenerating unit (''CGU'') is the greater of its value in use or its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (''CGU'').

An impairment loss is recognized, if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount and is recognised in statement of profit and loss. Impairment losses recognised in prior periods are assessed at end of each reporting period for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset''s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

m) Fair Value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

(i) In the principal market for the asset or liability, or

(ii) In the absence of a principal market, in the most advantageous market for the asset or liability.

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

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

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

n) Taxes on Income Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income (OCI) or in equity). Current tax items are recognized in correlation to the underlying transaction either in OCI or directly

in equity. 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.

Current tax assets are offset against current tax liabilities if, and only if, a legally enforceable right exists to set off the recognised amounts and there is an intention either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Deferred tax

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. Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and unused tax losses (if any). Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and is adjusted to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity).

Notes:

i) For Movement during the period in Other Equity, refer "Statement of Change in Equity".

ii) Nature and Purpose of Other Reserves

a) Capital Reserves

Capital Reserve was carried forward under the previous GAAP from the books of amalgmating company at the time of Amalgamation.

b) Security Premium

The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. In case of equity-settled share based payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium reserve. The reserve will utilised in accordance with provisions of the Companies Act 2013.

c) Capital Restructuring

Capital Restructuring reserve was carried forward under the previous GAAP from the books of amalgmating company at the time of Amalgamation.

d) Amalgamation Reserve

Amalgamation reserve was created under the previous GAAP on the basis of scheme of amalgamation of Bell Ceramics Limited with the company as approved by the High Court of Allahabad and Gujarat in the year ended March 31, 2012.

e) Share Options Outstanding Account

The company has stock option schemes under which options to subscribe for the company''s shares have been granted to certain employees including key management personnel. The Share Options Outstanding Account is used to recognise the value of equity-settled share-based payments provided to employees, as part of their remuneration. The fair value of the equity-settled share based payment transactions with employees is recognised in Statement of Profit and Loss with corresponding credit to Employee Stock Options Outstanding Account.

f) General Reserve

The company has transferred a portion of the net profit of the company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act 2013.

g) Retained Earnings

Retained earnings are the profits that the company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. All the profits made by the company are transferred to retained earnings from statement of profit and loss. However retained earnings includes H4,258.73 lakh (March 31, 2023 : H4,311.46 lakh) on account of amount transferred from revaluation reserve which is not available for distribution.

a) Performance Obligation

Revenue is recognised upon transfer of control of products to the customers.

During the year, the company has not entered into long term contracts with customers and accordingly disclosure of unsatisfied or remaining performance obligation (which is affected by several factors like changes in scope of contracts, periodic revalidations, adjustment for revenue that has not been materialized, tax laws etc.) is not applicable to the company.

b) Disaggregation of Revenue:

The table below presents disaggregated revenues from contracts with customers on the basis of geographical spread of the operations of the company. These revenues are revenues which have been recognised at point in time. The company believes that this disaggregation best depicts how the nature, amount of revenues and cash flows are affected by market and other economic factors:

g) Trade Receivables and Contract Balances

For Trade Receivables, refer Note No. 12.

Further, the company has no contracts where the period between the transfer of the promised goods or services to the customer and payment terms by the customer exceeds one year. In light of above;

- it does not adjust any of the transaction prices for the time value of money, and

- there is no unbilled revenue as at March 31, 2024.

(h) Satisfaction of performance obligations

The company''s revenue is derived from the single performance obligation to transfer primarily ceramic and vitrified tiles under arrangements in which the transfer of control of the products and the fulfillment of the company''s performance obligation occur at the same time. Revenue from the sale of goods is recognised when the company has transferred control of the goods to the buyer and the buyer obtains the benefits from the goods, the potential cash flows and the amount of revenue (the transaction price) can be measured reliably, and it is probable that the company will collect the consideration to which it is entitled to in exchange for the goods.

Whether the customer has obtained control over the asset depends on when the goods are made available to the carrier or the buyer takes possession of the goods, depending on the delivery terms. In case of the company''s operations, generally the criteria to recognize revenue has been met when its products are despatched to its customers or to a carrier who will transport the goods to its customers, this is the point in time when the company has completed its performance obligations. Revenue is measured at the transaction price of the consideration received or receivable, the amount the company expects to be entitled to.

Variable considerations associated with such sales

Periodically, the company enters into volume or other rebate programs where once a certain volume or other conditions are met, it refunds the customer some portion of the amounts previously billed or paid. For such arrangements, the company only recognizes revenue for the amounts it ultimately expects to realise from the customer. The company estimates the variable consideration for these programs using the most likely amount method or the expected value method, whichever approach best predicts the amount of the consideration based on the terms of the contract and available information and updates its estimates at each reporting period.

b) Defined Benefit Plans

In accordance with Ind AS 19 "Employee benefits", an actuarial valuation on the basis of "Projected Unit Credit Method" was carried out, through which the company is able to determine the present value of obligations. "Projected Unit Credit Method" recognizes each period of service as giving rise to additional unit of employees benefit entitlement and measures each unit separately to built up the final obligation. This method is used in following cases:-

i) Gratuity Scheme

The company has defined benefit gratuity plan which is funded. Gratuity is calculated as 15 days salary for every completed year of service or part thereof in excess of 6 months and is payable on retirement / termination/ resignation. The benefit vests on completing 5 years of service by the employee. The company makes provision of such gratuity asset/ Liability in the books of accounts on the basis of acturial valuation as per projected unit credit method; net with annual contribution made by company to insurer to provide gratuity benefits by taking scheme of insurance.

Leases: Cash Flows

Included in cash flows from operating activities is H46.02 lakh (March 31,2023: H42.12 lakh) and Included in cash flows from financing activities H290.57 lakh (March 31,2023: H295.28 lakh).

Cash flows from operating activities include cash flows from short-term lease and leases of low-value assets. Cash flows from financing activities include the payment of interest and the principal portion of lease liabilities.

Leases committed and not yet commenced: There are no leases commited which have not yet commenced as on reporting date.

Company as a Lessor

The company has given its building space, lying under property, plant and equipments, on operating lease through operating lease arrangements. Income from operating leases is recognised as revenue on a straight-line basis over the lease term. Lease income of H9.00 lakh (March 31,2023: H9.52 lakh) has been recognised and included under other income.

Note 37 : Contingent Liabilities (to the extent not provided for) and Commitments

(I) Commitments

Estimated amount of contracts remaining to be executed on capital account (net of advances) and which have not been provided for in the financial statements, amounts to H1.57 lakh (March 31, 2023: H1,960.59 lakh). The company does not have any other long term commitments or material non-cancellable Contractual Commitments, which may have a material impact on the standalone financial statements.

(II) Contingent Liabilities

The company has reviewed all its pending claims, litigations and other proceedings and has adequately provided for wherever required. The company does not expect the outcome of these proceedings to have a material or adverse effect on financial position of the company. In certain cases, it is difficult for the company to estimate the timings of cash outflows, if any, as it is determinable only on receipt of judgement/decisions pending with various forums/ authorities. The company does not expect any reimbursements in respect of the below contingent liabilities.

Note 38: Capital Management

The company''s objective for managing capital is to ensure:

- ability to continue as a going concern, so that the company can continue to provide returns to shareholders and benefits for other stakeholders, and

- maintain optimal capital structure to reduce the cost of capital.

The company manages its capital structure and makes adjustments to it in the light of changes in economic conditions. In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

Note 40 : Segment Information

According to Ind AS 108, identification of operating segments is based on Chief Operating Decision Maker (CODM) approach for making decisions about allocating resources to the segment and assessing its performance. In Orient Bell Limited, the decision makers view the operating results internal division wise (Ceramic, Vitrified Polished). Accordingly, such segments may be presented under Ind AS 108. However, these segments have been aggregated because the core principles, economic characteristics, nature of products, production process, distribution method, regulatory environment and type of customers in all the divisions are similar. Hence the disclosure requirement of Ind AS 108 of "Segment Reporting" is not considered applicable. Further the company sells its products mostly within India with insignificant export income and does not have any operation in economic enviroment with different risk and returns, hence its considered operating in single geographical segment.

Note 43 : Fair Values Disclosure

a) Financial Instruments by category

Set out below, is a comparison by class of the carrying amounts and fair value of the company''s financial instruments. Here the disclosure is made for non-current financial assets and non-current financial liabilities, carrying value of current financial assets and current financial liabilities including trade receivable, cash and cash equivalent, other bank balances, other financial assets, trade payables, current borrowing, other current financial liabilities etc. which represent the best estimate of fair value.

The management assessed that fair value of these short term financial assets and liabilities significantly approximate their carrying amount largely due to short term maturities of these instruments and are measured at amortised cost.

b) Fair value hierarchy

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the standalone financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels prescribed under the accounting standard.

c) Discount Rate Used in Determining Fair Value

The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental borrowing rate of borrower which in case of financial liabilities is average market cost of borrowings of the company and in case of financial asset is the average market rate of similar credit rated instrument. The company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

The company has an established control framework with respect to the measurement of fair values. The finance and accounts team that has overall responsibility for overseeing all significant fair value measurements. The team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which the valuations should be classified. Significant valuation issues are reported to the company''s board of directors.

Note 43 : Fair Values Disclosure (contd.)

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

a) Fair value for security deposits (other than perpetual security deposits) has been presented based on the discounting factor as at the reporting date. Fair value for all other non-current assets and liabilities is equivalent to the amortised cost, interest rate on them is equivalent to the market rate of interest.

b) For other financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values. Note 44: Financial Risk Management Objectives and Policies

The company''s principal financial liabilities comprise trade and other payables and borrowings. The main purpose of these financial liabilities is to finance the company''s operations and to provide guarantees to support its operations.

The company''s principal financial assets includes security deposits, trade receivables, cash and cash equivalents, deposits with bank, interest accrued in deposits, receivables from related and other parties and interest accrued thereon.

The company is exposed to market risk, credit risk and liquidity risk . The company''s senior level oversees the management of these risks.

A. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk.

i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The company''s exposure to the risk of changes in market interest rates relates primarily to the company''s debt obligations with floating interest rates.

The company''s main interest rate risk arises from long-term borrowings with variable rates, which expose the company to interest rate risk.

B. Credit Risk

Credit risk is the risk that counterparty will default on its contractual obligations resulting in finance loss to the company. Credit risk arise from Cash and cash equivalents, deposit with banks, trade receivables and other financial assets measure at amortised cost. The company continuously monitors defaults of customers and other counterparties and incorporate this information into its credit risk control.

The company also uses expected credit loss model to assess the impairement loss in Trade Receivables and makes an allowance of doubtful trade receivables using this model.

C. 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, maintain optimum levels of liquidity to meet its cash and collateral requirements. It maintains adequate sources of financing including loans from banks at an optimised cost.

(i) Financing arrangements

The company had access to the following undrawn borrowing facilities at the end of the reporting period:

Note: Reasons have been explained for variance in which % of change is more than 25% as compared to comparitive year. Note 47:

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entity ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the company (Ultimate Beneficiaries).

The company has not received any fund from any party (Funding Party) with the understanding that the company shall whether, directly or indirectly lend or invest in other persons or entity identified by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Note 48: Other Statutory Information

(a) The company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 neither in the current financial year nor in the previous financial year.

(b) The company does not have any Benami property, where any proceeding under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder has been initiated or pending against the company.

(c) The company has not been declared wilful defaulter by any bank or financial Institution or other lender.

(d) The company has not traded or invested in Crypto currency or Virtual Currency.

(e) The company has no any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

There are no loans or guarantee or securities which are given to the aforementioned associates.

For S.R. Dinodia & Co. LLP For & on behalf of Board of Directors of Orient Bell Limited

Chartered Accountants

Firm''s registration number: 001478N/N500005 (Madhur Daga) (P. M. Mathai)

Managing Director Director

(Sandeep Dinodia) DIN 00062149 DIN 05249199

Partner

Membership number : 083689 (Aditya Gupta) (Himanshu Jindal)

Chief Executive Officer Chief Financial Officer

(Yogesh Mendiratta)

Place of Signature : New Delhi Company Secretary

Date : May 07, 2024 ICSI Membership No 13615

---

Mar 31, 2023

k) Provisions, Contingent liabilities and Contingent assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

If the effect of the time value of money is material, provisions are discounted using a current pretax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Contingent liability is disclosed in the case of:

i) a present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle obligation;

ii) a present obligation arising from past events, when no reliable estimate is possible.

Contingent assets are neither recognised nor disclosed. However, when realisation of income is virtually certain, related asset is recognised.

Provision, contingent liabilities and contingent assets are reviewed at each balance sheet date and adjusted where necessary to reflect the current best estimate of obligation or asset.

l) Financial Instruments

A financial instrument is a contract that gives rise to a financial asset for one entity and a financial

liability or equity instrument for another entity. Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

Initial recognition and measurement

Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Company becomes a party to the contractual provisions of the instrument.

All financial assets are recognized initially at fair value, plus in the case of financial assets not recorded at fair value through profit or loss (FVTPL), transaction costs that are attributable to the acquisition of the financial asset. However, trade receivables that do not contain a significant financing component are measured at transaction price.

Classification and Subsequent measurement

(a) Financial Assets

Forpurposes ofsubsequent measurement, financial assets are classified in following categories:

-Financial Asset carried at amortised cost

-Financial Asset at fair value through other comprehensive income (FVTOCI)

-Financial Asset at fair value through profit and loss (FVTPL)

Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Company changes its business model for managing financial assets.

• Financial Asset carried at amortised cost

A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

• Financial Asset at fair value through other comprehensive income (FVTOCI)

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

• Financial Asset at fair value through profit and loss (FVTPL)

A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.

• Equity investment in Associates

Investments representing equity interest in associates are carried at cost less any provision for impairment. Investments are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable.

The Company had elected for one time Ind AS 101 exemption and adopted the fair value of B10 of its investment in equity shares of its associates as its deemed cost as at the date of transition.

De-recognition

A financial asset (or, where applicable, a part of

a financial asset) is primarily derecognised (i.e.

removed from the Company''s Balance Sheet) when:

(i) The contractual rights to receive cash flows from the asset has expired, or

(ii) The Company has transferred its contractual rights to receive cash flows from the financial asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ''pass-through''

arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

(b) Financial Liabilities

For purposes of subsequent measurement, financial liabilities are classified in two categories:

-Financial liabilities at amortised cost

-Financial liabilities at fair value through profit and loss (FVTPL)

Financial liabilities at Amortized cost Loans and borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. Gains and losses are recognised in the statement of profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss. This category generally applies to the borrowings.

De-recognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference (if any) in the respective carrying amounts is recognised in the statement of profit and loss.

(c) Offsetting of Financial Instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

m) Impairment of Financial Assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss rates. The Company uses judgments in making these assumptions and selecting the inputs to the impairment calculation, based on Company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

n) Impairment of Non-Financial Assets

The carrying amounts of the Company''s nonfinancial assets, are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset''s recoverable amount is estimated.

The recoverable amount of an asset or cashgenerating unit (''CGU'') is the greater of its value in use or its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (''CGU'').

An impairment loss is recognized, if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount and is recognised in statement of profit and loss.

Impairment losses recognised in prior periods

are assessed at end of each reporting period for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

o) Fair Value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

(i) In the principal market for the asset or liability, or

(ii) In the absence of a principal market, in the most advantageous market for the asset or liability.

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

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy

by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. The 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.

p) Taxes on Income Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income (OCI) or in equity). Current tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity. 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.

Current tax assets are offset against current tax liabilities if, and only if, a legally enforceable right exists to set off the recognised amounts and there is an intention either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Deferred tax

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.

Deferred tax assets are recognised for all deductible temporary differences, the carry

forward of unused tax credits and unused tax losses (if any). Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and is adjusted to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity).

l) Government Grants and Subsidies

Government grants are recognised when there is a reasonable assurance that the same will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised in the Statement of Profit and Loss by way of a deduction to the related expense on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognized as income on a systematic basis over the expected useful life of the related asset.

Government grants, that are receivable towards capital investments under State Investment Promotion Scheme, are recognised in the Statement of Profit and Loss in the period in which they become receivable.

When the Company receives grants of nonmonetary assets, the asset and the grant are recorded at fair value amounts and released

to profit or loss over the expected useful life in a pattern of consumption of the benefit of the underlying asset.

r) Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and shortterm deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash balance on hand, cash balance at banks and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company''s cash management.

s) Earnings per share (EPS)

In determining earnings per share, the Company considers the net profit after tax and includes the post tax effect of any extra ordinary items.

-Basic earning per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted

average number of equity shares outstanding during the year.

-For the purpose of calculating Diluted Earning per share, the number of shares comprises of weighted average shares considered for deriving basic earning per share and also the weighted average number of equity share which could have been issued on the conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless they have been issued at a later date. A transaction is considered to be antidilutive if its effect is to increase the amount of EPS, either by lowering the share count or increasing the earnings.

t) Segment Reporting

The Company has the policy of reporting the segments in a manner consistent with the internal reporting provided to the chief decision maker. The chief decision maker is considered to be the Board of Directors who makes strategic decisions and is responsible for allocating resources and assessing performance of the operating segments.

Note 36: Leases (contd.)

The maturity analysis of lease liabilities is given in Note 44 in the ‘Liquidity risk’ section.

Leases: Cash Flows

Included in cash flows from operating activities is T42.12 Lakh (March 31,2022: ? 58.91 Lakh) and Included in cash flows from financing activities T295.28 Lakh (March 31, 2022: T236.74 Lakh).

Cash flows from operating activities include cash flows from short-term lease and leases of low-value assets. Cash flows from financing activities include the payment of interest and the principal portion of lease liabilities .

Leases committed and not yet commenced: There are no leases commited which have not yet commenced as on reporting date.

Company as a Lessor

The Company has given its buildinng space, lying under property, plant and equipments, on operating lease through operating lease arrangements. Income from operating leases is recognised as revenue on a straight-line basis over the lease term.

Lease income of C9.52 Lakh (March 31, 2022: C1.05 Lakh) has been recognised and included under other income.

Note 37 : Contingent Liabilities (to the extent not provided for) and Commitments

(I) Commitments

Estimated amount of contracts remaining to be executed on capital account (net of advances) and which have not been provided for in the financial statements, amounts to C 1,960.59 Lakh (March 31, 2022: C 1,696.67 Lakh). The Company does not have any other long term commitments or material non-cancellable Contractual Commitments, which may have a material impact on the standalone financial statements.

(II) Contingent Liabilities

The Company has reviewed all its pending claims, litigations and other proceedings and has adequately provided for wherever required. The Company does not expect the outcome of these proceedings to have a material or adverse effect on financial position of the Company. In certain cases, it is difficult for the Company to estimate the timings of cash outflows, if any, as it is determinable only on receipt of judgement/ decisions pending with various forums/authorities. The Company does not expect any reimbursements in respect of the below contingent liabilities.

Note 47:

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).

The Company has not received any fund from any party (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entity identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Note 48: Other Statutory Information

(a) The company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 neither in the current financial year nor in the previous financial year.

(b) The Company does not have any Benami property, where any proceeding under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder has been initiated or pending against the company.

(c) The Company has not been declared wilful defaulter by any bank or financial Institution or other lender.

(d) The Company has not traded or invested in Crypto currency or Virtual Currency.

(e) The Company has no any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

There are no guarantees and loans which are given to the aforementioned associates.

For & on behalf of Board of Directors of Orient Bell Limited

(Madhur Daga) (P. M. Mathai)

Managing Director Director

DIN 00062149 DIN 05249199

(Aditya Gupta) (Himanshu Jindal)

Chief Executive Chief Financial

Officer Officer

Place of Signature: New Delhi (Yogesh Mendiratta)

Date: May 23, 2023 Company Secretary

ICSI Membership No 13615

---

Mar 31, 2019

NOTE 1 : CORPORATE INFORMATION

Orient Bell Limited (hereinafter referred as the Company) was incorporated on May 18, 1977 and is engaged in the manufacturing, trading and selling of ceramic and floor tiles. The Company is a public limited company incorporated and domiciled in India and has its registered office at Sikandrabad, Uttar Pradesh, India. The Company has its primary listings on Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. The financial statement are approved by the Board of Directors in their Board Meeting held on May 22, 2019.

NOTE 2 : STATEMENT OF COMPLIANCE

The Financial Statements are prepared on an accrual basis under historical cost Convention. These financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules 2015 as amended and other relevant provisions of the Companies Act, 2013, as applicable.

The Accounting Policies are applied consistently to all the periods presented in the financial statements.

Basis of Preparation and presentation

The financial statements have been prepared on the historical cost convention on accrual basis except for certain financial instruments which are measured at fair value and defined benefit plans — Plan assets measured at fair value at the end of each reporting period, as explained in the relevant accounting policies mentioned.

The financial statements are presented in ‘ and all values are rounded to the nearest Lakhs except otherwise stated.

Going Concern

The board of directors have considered the financial position of the Company at 31st March 2019, the projected cash flows and financial performance of the Company for at least twelve months from the date of approval of these financial statements as well as planned cost and cash improvement actions, and believe that the plan for sustained profitability remains on course.

The board of directors have taken actions to ensure that appropriate long-term cash resources are in place at the date of signing the accounts to fund the Company’s operations.

Recent accounting pronouncement

In March 2019, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2019, notifying amendments to Ind AS 12 ‘Income Taxes’, introduced the Appendix ‘C’ to Ind AS 12 ‘Uncertainty over Income Tax Treatments’, amendments to Ind AS 19, ‘Employee Benefits’ and also introduced new standard Ind AS 116 ‘Leases’. These amendments rules are applicable to the Company from April 1, 2019.

Ind AS 116 Leases :

On March 30, 2019, Ministry of Corporate Affairs has notified Ind AS 116, Leases. Ind AS 116 will replace the existing leases Standard, Ind AS 17 Leases, and related Interpretations. The Standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract i.e., the lessee and the lessor. Ind AS 116 introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than twelve months, unless the underlying asset is of low value. Currently, operating lease expenses are charged to the statement of Profit & Loss. The Standard also contains enhanced disclosure requirements for lessees.

Ind AS 12 Appendix C, Uncertainty over Income Tax Treatments:

On March 30, 2019, Ministry of Corporate Affairs has notified Ind AS 12 Appendix C, Uncertainty over Income Tax Treatments which is to be applied while performing the determination of taxable profit (or loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under Ind AS 12. According to the appendix, companies need to determine the probability of the relevant tax authority accepting each tax treatment, or group of tax treatments, that the companies have used or plan to use in their income tax filing which are to be considered to compute the most likely amount or the expected value of the tax treatment when determining taxable profit (tax loss), tax bases, unused tax losses, unused tax Credits and tax rates.

Amendment to Ind AS 12 - Income taxes :

On March 30, 2019, Ministry of Corporate Affairs issued amendments to the guidance in Ind AS 12, ‘Income Taxes’, in connection with accounting for dividend distribution taxes.

The amendment clarifies that an entity shall recognise the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognised those past transactions or events. It is relevant to note that the amendment does not amend situations where the entity pays a tax on dividend which is effectively a portion of dividends paid to taxation authorities on behalf of shareholders.

Amendment to Ind AS 19 - Plan amendment, curtailment or settlement

On March 30, 2019, Ministry of Corporate Affairs issued amendments to Ind AS 19, ‘Employee Benefits’, in connection with accounting for plan amendments, curtailments and settlements.

The amendments require an entity:

- to use updated assumptions to determine current service cost and net interest for the remainder of the period after a plan amendment, curtailment or settlement; and

- to recognise in profit or loss as part of past service cost, or a gain or loss on settlement, any reduction in a surplus, even if that surplus was not previously recognised because of the impact of the asset ceiling.

The Company is currently evaluating the effect of this amendment on the standalone financial statements.

Application of New Accounting Pronouncements

The following Ind AS pronouncements pursuant to issuance of the Companies (Indian Accounting Standards) Amendment Rules 2018, were applied by the Company during the year.

- Ind AS 115, Revenue from contracts with customers with effect from April 1, 2018.

- Appendix B to Ind AS 21, Foreign Currency Transactions and advance consideration with effect from April 1, 2018.

a) The Company has determined its security deposits are not in the nature of loans and accordingly have been classified as part of other financial assets.

b) Out of the above security deposit Rs.10 lakh (March 31, 2018: Rs.10 Lakh) pertains to the related parties.

c) Fixed Deposits with a carrying amount of ‘ Nil (March 31, 2018 : Rs.0.42 Lakh) are subject to first charge to secure the Company’s loans from banks.

d) Fixed Deposits with a carrying amount of Rs.3.65 Lakh (March 31, 2018 : Rs.3.56 Lakh) are pledged with Government Authorities.

a) The Company has no receivables which have significant increase in credit risk (Refer Note 45).

b) No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person.

c) Nor any trade or other receivable are due from firms or private companies in which any director is a partner, director or a member.

d) Trade receivables are generally on terms of not more than 90 days.

a) Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates.

b) Fixed Deposits with a carrying amount of ‘ Nil (March 31, 2018 : Rs.15 Lakh) are subject to first charge to secure the Company’s loans from banks.

c) For the purpose of the statement of cash flow, cash and cash equivalents are same given above.

a) Terms/ rights attached to equity shares:

The company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended March 31, 2019, the amount of per share dividend proposed as distributions to equity shareholders was Rs.0.50 per share (March 31, 2018: Rs.0.50 per share). In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

a) For Movement during the period in Other Equity, refer “Statement of Change in Equity”.

b) Nature and Purpose of Other Reserves

(i) Capital Reserves

Capital Reserve was carried forward under the previous GAAP from the books of Amalgmating Company at the time of Amalgamation.

(ii) Security Premium Reserve

The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. In case of equity-settled share based payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium reserve. The reserve will be utilised in accordance with provisions of the Companies Act 2013.

(iii) Capital Restructuring

Capital Restructuring reserve was carried forward under the previous GAAP from the books of Amalgmating Company at the time of Amalgamation.

(iv) Amalgamation Reserve

Amalgamation reserve was created under the previous GAAP on the basis of scheme of amalgamation of Bell Ceramics Limited with the Company as approved by the High Court of Allahabad and Gujrat in the year ended March 31, 2012.

(v) Share Options Outstanding Account

The fair value of the equity-settled share based payment transactions with employees is recognised in Statement of Profit and Loss with corresponding credit to Employee Stock Options Outstanding Account.

(vi) General Reserve

The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act 1956 in earlier years. Mandatory transfer to general reserve is not required under the Companies Act 2013.

(vii) Retained Earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

All the profits made by the Company are transferred to retained earnings from statement of profit and loss. However retained earnings includes Rs.4,340.04 Lakh (March 31, 2018 : Rs.4,401.25 Lakh) on account of amount transferred from revaluation reserve which is not available for distribution (to the extent of value of depreciable assets).

a) For Interest rate and Liquidity risk related disclosures, refer note 45.

b) The Nature of Security for Term Loan are :

i) The above Secured Loans, Rs.4,102.63 Lakh (March 31, 2018: Rs.1,760.08 Lakh) are secured by way of first pari passu charge on entire fixed assets excluding assets having specific charge, both present and future, and collaterally by way of second pari passu charge on the current assets of the Company. These pertains to various bankers and financial institution namely, Tata Capital Financial Services Ltd, ICICI Bank, IDFC Bank and Axis Bank.

ii) Vehicle loans are secured by way of hypothecation of respective vehicles with the various Bankers and Financial Institution namely Daimler Financial Services India Pvt. Ltd., HDFC Bank, ICICI Bank and Axis Bank.

c) The Nature of Security for Cash Credit & Working Capital Loan are :

i) The Company has a consortium of Various bankers namely State Bank of India, Punjab National Bank, IDBI Bank, Indus Ind Bank , IDFC Bank and Axis Bank (hereafter called the “Consortium”) for Non Current Borrowings (secured).

ii) The above Cash Credit and Working Capital Loans Rs.4,301.76 Lakh (March 31, 2018: Rs.3,935.33 Lakh) are primarily secured by way of first pari passu charge on entire current assets of the Company and collaterally by way of second pari passu charge on the entire fixed assets excluding assets having specific charge, both present & future.

iii) The demand loans are repayable on demand and carries interest rate ranges from 8.50% to 11.75% per annum

d) Maturity Profile- Secured Term Loans

e) The term loan(s) carries rate of interest ranging between 8.70% to 12.10% per annum.

f) Maturity Profile- Unsecured Loans

g) The nature of guarantee for Unsecured Loans are :

Unsecured loan from Bank is secured against property of Promoter at Kolkata.

h) Trade deposits are not in the nature of borrowings and hence are re-grouped from Borrowings to Other Financial Liabilities as at March 31, 2019.

a) Trade deposits are repayable on cessation of business transaction with dealers. The trade deposits carry rate of interest @ 7% per annum.

b) Trade deposits are not in the nature of borrowings and hence are re-grouped from Borrowings to Other Financial Liabilities as at March 31, 2019 and March 31, 2018.

c) There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of the Companies Act, 2013 as March 31, 2019 (March 31, 2018: Nil,).

b) MAT paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realized.

a) Trade payables are non-interest bearing and are normally settled within 90-day terms except for SME’s (if any) which are settled within 45 days.

b) Trade payables to related parties amounts to Rs.921.24 Lakh as at March 31, 2019 (March 31, 2018 : Rs.690.96 Lakh)

c) Trade payables includes Rs.252.31 lakhs as at March 31, 2019 (March 31, 2018 : ‘ Nil) on account of acceptances.

d) As per Schedule III of the Companies Act, 2013 and notification number GSR 719 (E) dated November 16, 2007 & as certified by the management, the amount due to Micro, & small enterprises as defined in Micro, Small and Medium Enterprises Development Act, 2006 is as under:

Disclosure of payable to vendors as defined under the “Micro, Small and Medium Enterprise Development Act, 2006” is based on the information available with the Company regarding the status of registration of such vendors under the said Act and as per the intimation received from them on requests made by the Company. There are no overdue principal amounts / interest payable amounts for delayed payments to such vendors at the Balance Sheet date except disclosed above.

a) Consequent to the introduction of goods and services Tax (GST) with effect from 1 July 2017, VAT/Sales Tax, Excise Duty etc. have been subsumed into GST and accordingly the GST is not recognised as part of revenue from operations . This has resulted in lower reported revenue from operations in the current year in comparison to the revenue from operations to the extent was reported under the pre-GST structure of indirect taxes. Accordingly, the Revenue from operations for the year ended March 31, 2019 are not comparable with year ended March 31, 2018 presented in the financial statement to the extent was reported inclusive of Excise Duty. The following additional information is being provided to facilitate such understanding:

b) Performance Obligation

Revenue is recognised upon transfer of control of products to the customers.

During the year, the Company has not entered into long term contracts with customers and accordingly disclosure of unsatisfied or remaining performance obligation (which is affected by several factors like changes in scope of contracts, periodic revalidations, adjustment for revenue that has not been materialized, tax laws etc.) is not applicable to the Company.

c) Disaggregation of Revenue: The table below presents disaggregated revenues from contracts with customers on the basis of geographical spread of the operations of the Company. The Company believes that this disaggregation best depicts how the nature, amount of revenues and cash flows are affected by market and other economic factors:

e) Trade Receivables and Contract Balances

For Trade Receivables, refer Note No. 11.

Further, the Company has no contracts where the period between the transfer of the promised goods or services to the customer and payment terms by the customer one year. In light of above;

- it does not adjust any of the transaction prices for the time value of money, and

- there is no unbilled revenue as at March 31, 2019.

b) The Company has spent Rs.44.87 Lakh (March 31, 2018 : Rs.34.46 Lakh) towards various schemes of Corporate Social Responsibility as prescribed under section 135 of the Companies Act, 2013. The details are as follows:

(iii) Above includes a contribution of Rs.42.25 Lakh (March 31, 2018: Rs.33.82 lakh) to an entity (Godavari Foundation) over which KMP has significant influence and which is a Trust registered under section 12A of the Income Tax Act, 1961, with the main objectives of working in the areas of social, economic and environmental issues such as rural development programme, granting aid to Institutions, school, colleges etc for Orphan Children and for poor students/people for their education and social welfare and estabilishing and maintaining schools, tube well for general public and also engaged in women empowerment by enhancing their means and capabilities to meet the emerging opportunities.

c) Operating Lease

The Company’s significant lease agreements are in the nature of operating leases for premises used at various depots and showrooms. These lease agreements are cancellable by either parties thereto as per the terms and conditions of the agreements. In respect of these leases, lease rent of Rs.387.03 Lakh (March 31, 2018: Rs.445.82 Lakh) is debited to Statement of Profit and Loss. This amount includes amount on account of amortisation of Deferred Security deposit in accordance with Ind AS 109 and also lease equalisation reserve (net of reversal) charge for the year ended March 31, 2019.

NOTE 3 : INCOME TAX

The major components of income tax expense for the years ended March 31, 2019 and March 31, 2018 are:

NOTE 4 : EARNINGS PER SHARE (EPS)

Earning per share (EPS) is determined based on the net profit attributable to the shareholder before other comprehensive Income. Basic earning per share is computed using the weighted average number of equity shares outstanding during the year whereas Diluted Earning per share is computed using the weighted average number of common and dilutive equivalent shares including Employee Stock Options except for the case where the result becomes anti-dilutive.

(a) For the year ended March 31, 2019, the dilution is considered on account of non vested ordinary shares under Employee Stock Option Scheme, 2018 in accordance with Para 48 of Ind As 33.

NOTE 5 : GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS

a) Defined Contribution Plans

The Company makes contribution towards Employees Provident Fund and Employee’s State Insurance scheme. Under the rules of these schemes, the Company is required to contribute a specified percentage of payroll costs. The Company during the year recognised the following amount in the Statement of profit and loss account under company’s contribution to defined contribution plan.

The contribution payable to these schemes by the Company are at the rates specified in the rules of the schemes.

b) Defined Benefit Plans

In accordance with Ind AS 19 “Employee benefits”, an actuarial valuation on the basis of “Projected Unit Credit Method” was carried out, through which the Company is able to determine the present value of obligations. “Projected Unit Credit Method” recognizes each period of service as giving rise to additional unit of employees benefit entitlement and measures each unit separately to built up the final obligation. The method is used in following cases :-

i) Gratuity Scheme

The Company has defined benefit gratuity plan. Gratuity is calculated as 15 days salary for every completed year of service or part thereof in excess of 6 months and is payable on retirement / termination/ resignation. The benefit vests on completing 5 years of service by the employee. The Company makes provision of such gratuity asset/ Liability in the books of accounts on the basis of acturial valuation as per projected unit credit method; net with annual contribution made by Company to insurer to provide gratuity benifits by taking scheme of insurance.

ii) Compensated Absences

The Company operates compensated absences plan wherein all permanent employees of the company are entitled to the benefit equivalent to 21 days leave salary for every completed year of service subject to maximum 50 (March 31, 2018: 60) accumulations of leaves except in case of Dora Workers/SKD Workers where maximum accumulation is 60/30 days respectively. The salary for calculation of earned leave is last drawn salary. The same is payable during service, on retirement, withdrawal of scheme, resignation by employee and upon death / disability of employee.

Other than above, the Company has changed its policy for encashment of accumulated leaves beyond 60/50/30 days as applicable, i.e. the same will lapse after the end of financial year. Therefore the Company has not recognised any short term leave encashment expense for the year ended March 31, 2019. However the Company has recognised Rs.39.75 Lakh for the year ended March 31, 2018 in respect of same.

c) The following tables summarize the components of net benefit expense recognised in the Statement of profit and loss and the funded status and amounts recognised in the balance sheet for the defined benefit plan (viz. gratuity and compensated absences). These have been provided on accrual basis, based on year end actuarial valuation.

The Sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occuring at the end of the reporting period.

Sensitivities due to morality and withdrawals are insignificant and hence ignored.

Sensitivities as to rate of inflation, rate of increase of pensions in payments, rate of increase of pensions before retirement & life expectancy are not applicable being a lump sum benefit on retirement.

NOTE 6 : CONTINGENT LIABILITIES (TO THE EXTENT NOT PROVIDED FOR) AND COMMITMENTS

(i) Commitments

Estimated amount of contracts remaining to be executed on capital account (net of advances) and which have not been provided for in the financial statements, amounts to Rs.41.54 Lakh (March 31, 2018: Rs.1,584.71 Lakh). The Company does not have any other long term commitments or material non-cancellable contractual commitments, which may have a material impact on the financial statements.

(ii) Contingent Liabilities

a) The Company has reviewed all its pending claims, litigations and other proceedings and has adequately provided for wherever required. However, wherever it is difficult for the Company to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgement/decisions pending with various forums/authorities, the Company has disclosed the same as Contingent Liabilities (pending resolution of the respective proceedings).

The Company does not expect the outcome of these proceedings to have a material or adverse effect on financial position of the Company. Also, the Company does not expect any reimbursements in respect of the above contingent liabilities.

c) The Company has not made the provision of bonus for the F.Y. 2014-15 on account of retrospective amendment made by The Payment of Bonus (Amendment) Act , 2015 keeping in view the disposal of writ petition vide order no. WP(C) NO. 3024/2016 (C) dated 27^th January 2016 passed by the Hon’ble Kerala High Court.

d) The Company is in the process of evaluating the impact of the recent Supreme Court Judgment in case of “Vivekananda Vidyamandir And Others Vs The Regional Provident Fund Commissioner (II) West Bengal” and the related circular (Circular No. C-I/1(33)2019/Vivekananda Vidya Mandir/284) dated March 20, 2019 issued by the Employees’ Provident Fund Organisation in relation to non-exclusion of certain allowances from the definition of “basic wages” of the relevant employees for the purposes of determining contribution to provident fund under the Employees’ Provident Funds & Miscellaneous Provisions Act, 1952.

NOTE 7 : CAPITAL MANAGEMENT

The Company’s objective for managing capital is to ensure:

- ability to continue as a going concern, so that the Company can continue to provide returns to shareholders and benefits for other stakeholders, and

- maintain optimal capital structure to reduce the cost of capital.

The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

The Company monitors capital structure using Gearing Ratio, which is calculated as under:

(a) No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2019 and March 31, 2018.

(b) For the purpose of Capital Management, capital includes issued equity capital & all other reserve attributable to the equity holders of the Company.

NOTE 8 : DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURE

The Company does not have any long term contracts including derivative contracts for which there are any material forseeable losses. The amount of foreign currency exposure that are not hedged by derivative instruments or otherwise are as under :-

NOTE 9 : SEGMENT INFORMATION

According to Ind AS 1 08, identification of operating segments is based on Chief Operating Decision Maker (CODM) approach for making decisions about allocating resources to the segment and assessing its performance. In Orient Bell Limited, the decision makers view the operating results internal division wise (Ceramic, Vitrified Polished). Accordingly, such segments may be presented under Ind AS 1 08. However, these segments have been aggregated because the core principles, economic characteristics, nature of products, production process, distribution method, regulatory environment and type of customers in all the divisions are similar. Hence the disclosure requirement of Ind AS 108 of “Segment Reporting” is not considered applicable. Further the Company sells its products mostly within India with insignificant export income and does not have any operation in economic environment with different risk and returns, hence its considered operating in single geographical segment.

Major Customer: No single customers contributed 1 0% or more to the Company’s revenue for year ended March 31, 201 9 and March 31, 2018.

d) Other Transaction

The Company has taken Unsecured loan from Bank against the collateral security on the immovable property of Mr. Mahendra K. Daga (Key Managerial Personnel).

e) Terms and conditions of transactions with related parties

All the transaction with the related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and carried interest rate. The unsecured loan from bank are secured against the property of Key Managerial Personnel. No expenses has been recognized in the current year in respect of bad or doubtful debts/advances and further no specific provision for doubtful debts/advances has been made in respect of outstanding balances.

f) The remuneration of Key Managerial Personnel does not include amount in respect of Gratuity and Leave Encashment payable as the same are not determinable as individual basis for the KMP. The aforesaid liabilities of Gratuity and Leave Encashment are provided for company as whole.

g) Disclosure in respect of Share Based Payments to related party-Refer Note No. 42.

b) The members of the Company had approved ‘Orient Bell Employee Stock Option Scheme 2018’. The plan envisaged grant of share options to eligible employees at market price as defined in Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Each Employee Stock Option vested in an Employee under the Scheme entitles the holder thereof to apply for and be allotted one equity share of the Company of ‘10 each upon exercise thereof. The Exercise price is ‘‘10’. The exercise period commences from the date of vesting in respect of options granted under the Scheme and ends upon the expiry of three years from the date of each vesting.

c) The maximum number of shares allocated for allotment under 2018 Share Schemes is 2,00,000 (two lakhs) equity share of ‘10/each. The schemes are monitored and supervised by the Compensation Committee of the Board of Directors in compliance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and amendments thereof from time to time.

NOTE 10 : FAIR VALUE DISCLOSURE

Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments Here the disclosure is made for non-current financial assets and non-current financial liabilities, carrying value of current financial assets and current financial liabilities including trade receivable, cash and cash equivalent, other bank balances, other financial assets, trade payables, current borrowing, other current financial liabilities etc. represent the best estimate of fair value.

The management assessed that fair value of these short term financial assets and liabilities significantly approximate their carrying amount largely due to short term maturities of these instruments.

c) Discount Rate Used in Determining Fair Value

The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental borrowing rate of borrower which in case of financial liabilities is average market cost of borrowings of the Company and in case of financial asset is the average market rate of similar credit rated instrument. The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

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

a) Fair value for security deposits (other than perpetual security deposits) has been presented based on the discounting factor as at the reporting date. Fair value for all other non-current assets and liabilities is equivalent to the amortised cost, interest rate on them is equivalent to the market rate of interest.

b) For other financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

NOTE 11 : FAIR VALUE HIERARCHY

All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is insignificant to the fair value measurement as a whole.

Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: Valuation techniques for which the lowest level input that has a significant effect on the fair value measurement are observable, either directly or indirectly.

Level 3: Valuation techniques for which the lowest level input which has a significant effect on the fair value measurement is not based on observable market data.

The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities

(i) Valuation technique used to determine fair value:

Security Deposit : Discounted Cash Flow Method using risk adjusted discount rate.

(ii) There have been no transfers between level 1 and level 2 category during the year ended on respective reporting date given above.

NOTE 12 : FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s principal financial liabilities comprise trade and other payables, borrowings, interest accrued and capital creditors. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations. The Company’s principal financial assets includes security deposits, trade receivables, cash and cash equivalents, deposits with bank, interest accrued in deposits, receivables from related and other parties and interest accrued thereon.

The Company is exposed to market risk, credit risk and liquidity risk . The Company’s senior level oversees the management of these risks.

A. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk.

i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt obligations with floating interest rates.

The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to interest rate risk.

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

ii) Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in exchange rates. Foreign currency risk sensitivity is the impact on the Company’s profit before tax is due to changes in the fair value of monetary assets and liabilities. The following tables demonstrate the sensitivity to a reasonably possible change in USD and EURO exchange rates, with all other variables held constant.

B. Credit Risk

Credit risk is the risk that counterparty will default on its contractual obligations resulting in finance loss to the Company. Credit risk arise from Cash and cash equivalents, deposit with banks, trade receivables and other financial assets measure at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporate this information into its credit risk control.

The Company also uses expected credit loss model to assess the impairment loss in Trade receivables and makes an allowance of doubtful trade receivables using this model.

C. 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, maintain optimum levels of liquidity to meet its cash and collateral requirements. It maintains adequate sources of financing including loans from banks at an optimised cost.

NOTE 13 : SUBSEQUENT EVENT : DIVIDEND PAID AND PROPOSED

(a) Dividend paid and Proposed

(b) No material events have occurred between the balance sheet date to the date of issue of these financial statements that could affect the values stated in the financial statements.

NOTE 14 :

In view of the management, the current assets have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet as at March 31, 2019.

Note 15 :

The financial statements of the Company for the year ended 31st March, 2019 were approved by the Board of Directors and authorised for issue on May 22, 2019.

---

Mar 31, 2018

NOTE 1 : CORPORATE INFORMATION

Orient Bell Limited (hereinafter referred as the Company) was incorporated on May 18, 1977 and is engaged in the manufacturing, trading and selling of reputed brand of ceramic wall and floor tiles. The Company is a public limited company incorporated and domiciled in India and has its registered office at Sikandrabad, Uttar Pradesh, India. The Company has its primary listings on BSE Limited and the National Stock Exchange of India Limited.

NOTE 2 : STATEMENT OF COMPLIANCE

The Financial Statements are prepared on an accrual basis under historical cost Convention except for certain financial instruments which are measured at fair value. These financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013, as applicable. The financial statements up to the year ended March 31,2017 were prepared in accordance with Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 and other relevant provisions of the Act (‘Previously GAAP’). These are Company’s first Ind AS financial statements. The date of transition to Ind AS is April 1, 2016. Refer note 49 for an explanation of the transition from previous GAAP to Ind AS.

Basis of Preparation and presentation

The financial statements have been prepared on the historical cost convention on accrual basis except for certain financial instruments which are measured at fair value at the end of each reporting period, as explained in the relevant accounting policies mentioned. The principal accounting policies are set out below.

The financial statements are presented in ‘ and all values are rounded to the nearest Lakhs except otherwise stated.

Going Concern

The board of directors have considered the financial position of the Company at 31st March 2018 and the projected cash flows and financial performance of the Company for at least twelve months from the date of approval of these financial statements as well as planned cost and cash improvement actions, and believe that the plan for sustained profitability remains on course. The board of directors have taken actions to ensure that appropriate long-term cash resources are in place at the date of signing the accounts to fund the Company’s operations.

Recent accounting pronouncement

In March 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2018, notifying amendments to Ind AS 12 ‘Income Taxes’, Ind AS 21 ‘The effects of changes in foreign exchange rates’ and also introduced new revenue recognition standard Ind AS 115 ‘Revenue from contracts with customers’. These amendments rules are applicable to the Company from April 1, 2018.

Ind AS 115 ‘Revenue from Contracts with Customers’ (Ind AS 115)

Ministry of Corporate Affairs (‘MCA’) has notified new standard for revenue recognition which overhauls the existing revenue recognition standards including Ind AS 18 - Revenue. The new standard provides a control-based revenue recognition model and provides a five step application principle to be followed for revenue recognition:

(i) Identification of the contracts with the customer

(ii) Identification of the performance obligations in the contract

(iii) Determination of the transaction price

(iv) Allocation of transaction price to the performance obligations in the contract (as identified in step ii)

(v) Recognition of revenue when performance obligation is satisfied.

The standard permits two possible methods of transition:

- Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

- Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch - up approach) The effective date for adoption of Ind AS 115 is financial periods beginning on or after April 1, 2018.

The management is yet to assess the impact of this new standard on the Company’s financial statements.

Amendment to Ind AS 12

The amendment to Ind AS 12 requires the entities to consider restriction in tax laws in sources of taxable profit against which entity may make deductions on reversal of deductible temporary difference (may or may not have arisen from same source) and also consider probable future taxable profit. The Company is evaluating the requirements of the amendment and its impact on the financial statements.

Amendment to Ind AS 21

The amendment to Ind AS 21 requires the entities to consider exchange rate on the date of initial recognition of advance consideration (asset/liability) for recognising related expense/income on the settlement of said asset/liability. The Company is evaluating the requirements of the amendment and its impact on the financial statements.

a) For Credit risk related disclosures, refer note 46.

b) No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person.

c) Nor any trade or other receivable are due from firms or private companies in which any director is a partner, director or a member.

d) Trade receivables are generally on terms of not more than 90 days.

a) Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates.

b) Fixed Deposits with a carrying amount of Rs. 15 Lakh ( March 31, 2017: Rs. Nil, April 01, 2016 : Rs. Nil) are subject to first charge to secure the Company’s loans from banks.

c) For the purpose of the statement of cash flow, cash and cash equivalents comprise of the following:

b) The above capital includes equity shares 30,43,451 nos (Rs. 304.34 Lakh) which were alloted during 2012-13 pursuant to the schemes of amalgamation without payments being received in cash.

c) Terms/ rights attached to equity shares:

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended March 31, 2018, the amount of per share dividend proposed as distributions to equity shareholders was Rs. 0.50 per share (March 31,2007 : Rs.0.50 per share; April 01, 2016: Rs. 0.50 per share). In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Nature and Purpose of Other Reserves

a) Capital Reserves

Capital Reserve was carried forward under the previous GAAP from the books of amalgmating company at the time of Amalgamation.

b) Security Premium Reserve

The amount received in excess of face value of the equity shares in recognised in Securities Premium Reserve. In case of equity-settled share based payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium reserve. The reserve will be utilised in accordance with provisions of the Companies Act, 2013.

c) Capital Restructuring

Capital Restructuring reserve was carried forward under the previous GAAP from the books of amalgmating company at the time of Amalgamation.

d) Amalgamation Reserve

Amalgamation reserve was created under the previous GAAP on the basis of scheme of amalgamation of Bell Ceramics Limited with the Company as approved by the High Court of Allahabad and Gujrat in the year ended March 31, 2012.

e) Share Options Outstanding Account

The fair value of the equity-settled share based payment transactions with employees is recognised in Statement of Profit and Loss with corresponding credit to Employee Stock Options Outstanding Account.

f) General Reserve

The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act 2013.

g) Retained Earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserves, dividends or other distributions paid to shareholders.

All the profits made by the Company are transferred to retained earnings from statement of profit and loss. However retained earnings includes Rs. 4,401.24 Lakh (March 31,2017 : Rs. 4,447.32 Lakh, April 1, 2016 : Rs. 4,493.39 Lakh) on account of amount transferred from revaluation reserve which is not available for distribution.

b) The Nature of Security for Term Loan are :

i) The above Secured Loans, Rs. 1,760.08 Lakh (March 31,2017: Rs. 2,172.80 Lakh; April 01, 2016: Rs. 2,390.06 Lakh) are secured by way of first pari passu charge on entire fixed assets excluding assets having specific charge, both present and future, and collaterally by way of second pari passu charge on the current assets of the Company. These pertains to various bankers and financial institutions namely, Tata Capital Financial Services Ltd., ICICI Bank and IDFC Bank.

ii) Vehicle loans are secured by way of hypothecation of respective vehicles.

c) The Nature of Security for Cash Credit & Working Capital Loan are :

i) The Company has a consortium of Various bankers namely State Bank of India, Punjab National Bank, IDBI Bank, Indus Ind Bank ,ICICI Bank ,IDFC Bank and Axis Bank (hereafter called the “Consortium”) for Non Current Borrowings (secured).

ii) The above Cash Credit and Working Capital Loans Rs. 3,935.33 Lakh (March 31, 2017: Rs. 5,186.38 Lakh ; April 01, 2016 : Rs. 6,983.86 Lakh) are primarily secured by way of first pari passu charge on entire current assets of the Company and collaterally by way of second pari passu charge on the entire fixed assets excluding assets having specific charge, both present & future.

iii) The demand loans are repayable on demand and carries interest rate ranges from 9.00% to 11.00% per annum

e) The term loan(s) carries rate of interest ranging between 9.20% to 11.50% per annum.

g) The nature of guarantee for Unsecured Loans are :

Unsecured loan from Bank is secured against property of Promoter at Kolkata.

h) These loans are subject to stipulation in respect of corporate loan and working capital facilities sanctioned by bank to the Company, hence are not repayable in next operating cycle.

i) Trade deposits are repayable on cessation of business transaction with dealers. The trade deposits carry rate of interest ranging between 7% to 8% per annum.

(a) Trade payables are non-interest bearing and are normally settled within 90-day terms except for SME’s (if any) which are settled within 45 days.

(b) Trade payables to related parties amounts to Rs. 690.96 Lakh as at March 31, 2018 (March 31, 2017 : Rs. 390.50 Lakh, April 01, 2016 : Nil)

(c) As per Schedule III of the Companies Act, 2013 and notification number GSR 719 (E) dated November 16, 2007 & as certified by the management, the amount due to Micro, small & medium enterprises as defined in Micro, Small and Medium Enterprises Development Act, 2006 is as under:

a) Consequent to the introduction of goods and services Tax (GST) with effect from 1 July 2017, VAT/Sales Tax, Excise Duty etc. have been subsumed into GST and accordingly the GST is not recognised as part of revenue from operations and excise duty as a seperate expense line item as per the requirements of Ind AS. This has resulted in lower reported revenue from operations in the current year in comparison to the revenue from operations reported under the pre-GST structure of indirect taxes. Accordingly, the Revenue from operations for the year ended March 31, 2018 are not comparable with year ended March 31, 2017 presented in the financial results which are reported inclusive of Excise Duty. The following additional information is being provided to facilitate such understanding:

(iii) Above includes a contribution of Rs. 33.82 Lakh (March 31, 2017: Rs. 19.44 lakh) to an entity (Godavari Foundation) over which KMP has significant influence and which is a Company registered under section 8 of the Companies Act, 2013, with the main objectives of working in the areas of social, economic and environmental issues such as rural development programme, granting aid to Institutions, school, colleges etc for Orphan Children and for poor students/people for their education and social welfare and estabilishing and maintaining schools, tube well for general public and also engaged in women enpowerment by enhancing their means and capabilities to meet the emerging opportunities.

c) Operating Lease

The Company’s significant lease agreements are in the nature of operating leases for premises used at various depots and showrooms. These lease agreements are cancellable by either parties thereto as per the terms and conditions of the agreements. In respect of these leases, lease rent of Rs. 445.82 Lakh (March 31, 2017: Rs. 516.21 Lakh) including Rs. 6.21 Lakh (March 31, 2017 : Rs. 1.32 Lakh) on account of amortisation of Deferred Security Deposit in accordance with Ind AS 109 and also including Rs. 1.96 Lakh (March 31, 2017 : Rs. 1.31 Lakh) being reversed on account of lease equalisation reserve as per the lease agreement, has been recognised on a straight line basis. Amount of lease equalisation reserve of Rs. 9.48 Lakh (March 31, 2017 : Rs. 7.52 Lakh ; April 01, 2016 : Rs. 13.55 Lakh) is accounted as per provision under note 19.

NOTE 3 : INCOME TAX

The major components of income tax expense for the years ended March 31, 2018 and March 31, 2017 are:

NOTE 4 : EARNINGS PER SHARE (EPS)

Earning per share (EPS) is determined based on the net profit attributable to the shareholder before other comprehensive Income. Basic earning per share is computed using the weighted average number of equity shares outstanding during the year whereas Diluted Earning per share is computed using the weighted average number of common and dilutive equivalent shares including Employee Stock Options except for the case where the result becomes anti- dilutive.

NOTE 5 : GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS

a) Defined Contribution Plans

The Company makes contribution towards Employees Provident Fund and Employee’s State Insurance scheme. Under the rules of these schemes, the Company is required to contribute a specified percentage of payroll costs. The Company during the year recognised the following amount in the Statement of profit and loss account under company’s contribution to defined contribution plan.

The contribution payable to these schemes by the Company are at the rates specified in the rules of the schemes.

b) Defined Benefit Plans

In accordance with Ind AS 19 “Employee benefits”, an actuarial valuation on the basis of “Projected Unit Credit Method” was carried out, through which the Company is able to determine the present value of obligations. “Projected Unit Credit Method” recognizes each period of service as giving rise to additional unit of employees benefit entitlement and measures each unit separately to built up the final obligation.

i) Gratuity Scheme

The Company has defined benefit gratuity plan. Gratuity is calculated as 15 days salary for every completed year of service or part thereof in excess of 6 months and is payable on retirement / termination/ resignation. The benefit vests on completing 5 years of service by the employee. The Company makes provision of such gratuity asset/ Liability in the books of accounts on the basis of acturial valuation as per projected unit credit method; net with annual contribution made by Company to insurer to provide gratuity benefits by taking scheme of insurance.

ii) Compensated Absences

The Company operates compensated absences plan wherein all permanent employees of the company are entitled to the benefit equivalent to 21 days leave salary for every completed year of service subject to maximum 60 accumulations of leaves except in case of SKD Workers where maximum accumulation is 30 days. The salary for calculation of earned leave is last drawn salary. The same is payable during service, on retirement, withdrawal of scheme, resignation by employee and upon death/ disability of employee. The Company recognised short term leave encashment expense on the basis of actual eligibility of earned leave beyond 60/30 days as applicable, of Rs. 39.75 Lakh (March 31, 2017 Rs. 35.67 Lakh) in addition to expense recognised by Actuary and a provision of Rs. Nil (March 31, 2017 : Rs. Nil, April 1, 2016 : Rs. Nil) has been recognised in addition to the obligation recognised by Actuary.

c) The following tables summarize the components of net benefit expense recognised in the Statement of profit and loss and the funded status and amounts recognised in the balance sheet for the defined benefit plan (viz. gratuity and compensated absences). Leave encashment include earned leaves . These have been provided on accrual basis, based on year end actuarial valuation

The Sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

Sensitivities due to mortality and withdrawals are insignificant and hence ignored.

Sensitivities as to rate of inflation, rate of increase of pensions in payments, rate of increase of pensions before retirement & life expectancy are not applicable being a lump sum benefit on retirement.

NOTE 6 : COMMITMENTS AND CONTINGENCIES

a) Commitments

Estimated amount of contracts remaining to be executed on capital account (net of advances) and which have not been provided for in the financial statements, amounts to Rs. 1,584.71 Lakh (March 31, 2017: Rs. 21.06 Lakh, April 1, 2016: Nil).

The Company has not made the provision of bonus for the F.Y. 2014-15 on account of retrospective amendment made by The Payment of Bonus (Amendment) Act , 2015 keeping in view the diposal of writ petition vide order no. WP(C) NO. 3024/2016 (C) dated 27^th January 2016 passed by the Hon’ble Kerala High Court.

(i) Pending resolution of the respective proceedings, it is difficult for the Company to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgement/decisions pending with various forums/authorities

(ii) The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial position. The Company does not expect any reimbursements in respect of the above contingent liabilities.

(iii) The Company has been advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision is considered necessary.

NOTE 7 : CAPITAL MANAGEMENT

For the purpose of Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Company’s capital management is to maximise the shareholder value and to ensure the Company’s ability to continue as a going concern.

The Company Manages its capital structure and makes adjustment to it, in light of changes to economic conditions. To maintain or adjust the capital structure, the company may adjust the dividend payment to shareholders, return capital, issue new shares for cash, repay debt, put in place new debt facilities or undertake other such restructuring activities as appropriate.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital as under :

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2018 and March 31, 2017.

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 that define capital structure requirements. The above analysis indicates that the company has improved upon the financial leverage and has lower debt to service as on March 31,2018 vis-a-vis reporting date of earlier two years.

NOTE 8 : DERIVATIVE INSTRUMENTS AND UNHEDGED

The Company has no outstanding derivative instrument at the year end. The amount of foreign currency exposure that are not hedged by derivative instruments or otherwise are as under :-

NOTE 9 : SEGMENT INFORMATION

According to Ind AS 108, identification of operating segments is based on Chief Operating Decision Maker (CODM) approach for making decisions about allocating resources to the segment and assessing its performance. In Orient Bell Limited, the decision makers view the operating results internal division wise (Ceramic, Vitrified Polished). Accordingly, such segments may be presented under Ind AS 108. However, these segments have been aggregated because the core principles, economic characteristics, nature of products, production process, distribution method, regulatory environment and type of customers in all the divisions are similar. Hence the disclosure requirement of Ind AS 108 of “Segment Reporting” is not considered applicable. Further the Company sells its products mostly within India with insignificant export income and does not have any operation in economic environment with different risk and returns, hence its considered operating in single geographical segment.

Major Customer: No single customers contributed 10% or more to the Company’s revenue for both March 31, 2018 and March 31, 2017.

d) Other Transaction

The Company has taken Unsecured loan from Bank against the collateral security on the immovable property of Mr. Mahendra K. Daga (Key Managerial Personnel).

e) Terms and conditions of transactions with related parties

All the transaction with the related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and carried interest rate. The unsecured loan from bank are secured against the property of Key Managerial Personnel. No expenses has been recognized in the current year in respect of bad or doubtful debts/advances and further no specific provision for doubtful debts/advances has been made in respect of outstanding balances.

NOTE 10 : SHARE BASED PAYMENTS Description of shares based payments arrangements

(i) The Employees Stock Options under the Orient Bell Employees Stock Options Scheme, 2013 (“Scheme”) is granted to an employee in three annual tranches of 30%, 35% and 35% of the total options per employee provided such employee fulfills the eligibility criteria for each year as decided by compensation committee from time to time.

(ii) Each Employee Stock Option vested in an Employee under the Scheme entitles the holder thereof to apply for and be allotted one equity share of the Company of ‘1 0 each upon exercise thereof. The Exercise price is ‘Nil’. The exercise period commences from the date of vesting in respect of options granted under the Scheme and ends upon the expiry of three years from the date of each vesting.

The expense recognised for employee services received during the year is shown in the following table:

NOTE 11 : FAIR VALUE DISCLOSURE

Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments. Here the disclosure is made for non-current financial assets and non-current financial liabilities, carrying value of current financial assets and financial liabilities including trade receivable, cash and cash equivalent, other bank balances, other financial assets, trade payables, current borrowing, other current financial liabilities etc. represent the best estimate of fair value.

The management assessed that fair value of these short term financial assets and liabilities significantly approximate their carrying amount largely due to short term maturities of these instruments.

c) Discount Rate Used in Determining Fair Value

The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental borrowing rate of borrower which in case of financial liabilities is average market cost of borrowings of the Company and in case of financial asset is the average market rate of similar credit rated instrument. The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Fair value of Company’s interest bearing borrowing are determined using discount rate that reflects the entity’s discount rate at the end of reporting period. The own non-performance risk is assessed to be insignificant as at reporting date.

NOTE 12 : FAIR VALUE HIERARCHY

All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is insignificant to the fair value measurement as a whole.

Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: Valuation techniques for which the lowest level input that has a significant effect on the fair value measurement are observable, either directly or indirectly.

Level 3: Valuation techniques for which the lowest level input which has a significant effect on the fair value measurement is not based on observable market data.

The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities

(i) Valuation technique used to determine fair value:

Security Deposit : Discounted Cash Flow Method using risk adjusted discount rate.

(ii) There have been no transfers between level 1 and level 2 category during the year ended on respective reporting date given above.

NOTE 13 : FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s principal financial liabilities comprise trade and other payables, borrowings, interest accrued and capital creditors. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations.

The Company’s principal financial assets includes security deposits, trade receivables, cash and cash equivalents, deposits with bank, interest accrued in deposits, receivables from related and other parties and interest accrued thereon.

The Company is exposed to market risk, credit risk and liquidity risk . The Company’s senior level oversees the management of these risks.

A. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk.

i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt obligations with floating interest rates.

The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to interest rate risk.

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

ii) Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in exchange rates. Foreign currency risk sensitivity is the impact on the Company’s profit before tax is due to changes in the fair value of monetary assets and liabilities. The following tables demonstrate the sensitivity to a reasonably possible change in USD and EURO exchange rates, with all other variables held constant.

B. Credit Risk

Credit risk is the risk that counterparty will default on its contractual obligations resulting in finance loss to the Company. Credit risk arise from Cash and cash equivalents, deposit with banks, trade receivables and other financial assets measure at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporate this information into its credit risk control.

C. 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, maintain optimum levels of liquidity to meet its cash and collateral requirements. It maintains adequate sources of financing including loans from banks at an optimised cost.

NOTE 14: FIRST TIME ADOPTION OF IND AS

As stated in note 2, these financial statements, for the year ended March 31, 2018 are the first annual financial statements prepared in accordance with Indian Accounting Standards (Ind AS). For year up to and including the year ended March 31, 2017, the Company has prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013 read together with Companies (Accounts) Rules,2014 and other relevant provisions of the Act (Previous GAAP’).

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for year ended March 31, 2018, together with the comparative period data as at and for the year ended March 31, 2017, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet was prepared as at April 01, 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 financial statements, including the balance sheet as at April 01, 2016 and the financial statements as at and for the year ended March 31, 2017.

Exemptions applied

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions:

a) Mandatory Exceptions

i) Estimates

The estimates at April 01, 2016 and at March 31, 2017 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies, if any) apart from the following items where application of Previous GAAP did not require estimation:

- Impairment of financial assets based on expected credit loss model.

The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at April 01, 2016, the date of transition to Ind AS and as at March 31, 2017.

ii) De-recognition of Financial Assets:

The company has applied the de-recognition requirements in Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS.

iii) Classification and measurement of Financial Assets:

Financial Instruments:

Financial assets like security deposits received and security deposits paid, has been classified and measured at amortised cost on the basis of the facts and circumstances that exist at the date of transition to Ind AS. Since, it is impracticable for the Company to apply retrospectively the effective interest method in Ind AS 109, the fair value of the financial asset or the financial liability at the date of transition to Ind AS by applying amortised cost method, has been considered as the new gross carrying amount of that financial asset or the financial liability at the date of transition to Ind AS.

iv) Impairment of Financial Assets: (Trade Receivables and Other Financial Assets)

At the date of transition to Ind AS, the Company has determined that there significant increase in credit risk since the initial recognition of a financial instrument would require undue cost or effort, the Company has recognised a loss allowance at an amount equal to lifetime expected credit losses at each reporting date until that financial instrument is derecognised (unless that financial instrument is low credit risk at a reporting date).

b) Optional exemptions

i. Deemed Cost-Previous GAAP Carrying Amount: (PPE and Intangible Assets) :

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP (Indian GAAP) and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible. Intangible Assets covered by Ind AS 38. Accordingly, the company has elected to measure all of its property, plant and equipment, capital work in progress and intangible assets at their previous GAAP carrying value.

ii. Leases :

Appendix C to Ind AS 17 requires the first-time adopter to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. However, the Company has used Ind AS 101 exemption and assessed all arrangements for embedded leases based on conditions in place as at the date of transition.

iii. Investment in Associates :

Ind AS 101 permits a first-time adopter to elect to continue Previous GAAP carrying value for its investments in equity intruments of associates. Accordingly, the Company has elected to apply the said exemption.

iv. Share based payments :

A first-time adopter is encouraged, but not required, to apply Ind AS 102 to equity instruments that vested before the date of transition to Ind ASs, it may do so only if the entity has disclosed publicly the fair value of those equity instruments, determined at the measurement date as defined in Ind AS 102.

Under Previous GAAP, a company could have used the intrinsic value method or the fair value method. However, Ind AS 102 requires all types of share-based payments and transactions to be measured at fair value and recognised over the vesting period.

However Ind-AS 101 provides that requirements of Ind-AS 102 can be applied to the options that have been vested only if the company has publically disclosed the fair value. For options that have not yet vested as at the transition date the company will need to apply the requirements of Ind-AS 102 retrospectively.

v. Business combinations:

Ind AS 101 allows a first-time adopter not to apply Ind AS 21 Effects of changes in Foreign Exchange Rates retrospectively for business combinations that occurred before the date of transition to Ind AS. In such cases, where the entity does not apply Ind AS 21 retrospectively to fair value adjustments and goodwill, the entity treats them as assets and liabilities of the acquirer entity and not as the acquiree.

f) Footnotes to the reconciliation of equity as at April 01, 2016 and March 31, 2017 and Statement of Profit & Loss for the year ended March 31, 2018:

i. Proposed Dividend

Under Previous GAAP, Dividend is recognised in the year to which it relates. However under Ind AS, the dividend shall required to be recognised in the year in which the same has been declared and approved. Accordingly, the proposed dividend (including tax thereon) as on April 01, 2016 (on equity shares) has been reversed from the provisions and is recognized in the FY 2016-17 by decreasing the retained earnings.

ii. Property, Plant & Equipment (PPE)

As on the date of transition, Useful life estimate by the management due to which depreciation is calculated on the revised useful life.

Further Revaluation

The Company has netted off revaluation reserve with net block of respective Property, Plant and Equipment as per the transition provision of revised AS 10 of Previous GAAP. In previous GAAP, the Company has taken the related impact on April 01, 2016 and presented the related number in previous GAAP financial Statements of March 31, 2017. The Company has opted the deemed cost exemption and adopt the revalued amount of PPE as deemed cost.

iii. Lease equalisation reserve

Under Previous GAAP, operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line basis over the lease term. Whereas under Ind AS, lease equalisation reserve is derecognised as operating lease payments to the lessor are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost.

iv. Effective Interest Rate Adjustment on Borrowings

As per Ind AS 109 requires transaction costs incurred origination of borrowings to be deducted from the carrying amount of borrowings on initial recognition. These costs are recognised in the statement of profit and loss over the tenure of the borrowing as part of the finance cost by applying the effective interest rate method. Under previous GAAP, these transaction costs were charged to statement of profit and loss on straight line basis over the period of the loan.

v. Trade Receivables

Under Previous GAAP, Provision for bad debt was recognised on doubtful debtors on a case to case basis. However under Ind AS, the Company assess impairment based on expected credit losses (ECL Model) for measurement and recognition of impairment loss on the trade receivables accounting for non payment and delay of receivables.

vi. Security deposit

Under Previous GAAP, the security deposits paid for lease rent are shown at the transaction value whereas under Ind AS, the same are initially discounted and subsequently recorded at amortized cost at the end of every financial reporting period. Accordingly, the difference between the transaction and discounted value of the security deposits paid is recognized as deferred asset and is amortized over the period of the lease term Further, interest is accreted on the present value of the security deposits paid for lease rent.

vii. Deferred tax

Previous GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 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 relating to various transition adjustments which are recognised in correlation to the underlying transaction either in retained earnings as a separate component in equity.

viii. Share Based Payments

Under previous GAAP, Company is recording the cost of employee stock options at the intrinsic value method and corresponding provision is recorded for employee stock option bifurcated into current and non current. Whereas under Ind AS, provision for employee stock option is recorded at fair value at each reporting date.

ix. Prior Period Income

Under previous GAAP, prior period items was required to be disclosed separately in the financial statements. However, as per Ind AS, Company is required to adjust material prior period errors retrospectively by restating the comparative amounts for the earliest prior period presented. Further, where the amount of prior period pertains to the period before the earliest prior period presented, opening balances of the earliest period presented are to be restated.

x. Employee benefits

Both under Previous GAAP and Ind AS, the Company recognised costs related to its post-employment defined benefit plan on an actuarial basis. Under Previous GAAP, the entire cost, including actuarial gains and losses, are charged to statement of Profit and Loss. Under Ind AS, re-measurements (comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability) are recognised immediately in the books with a corresponding debit or credit to retained earnings through OCI.

xi. Other comprehensive income

Items of income and expense that are not recognised in profit and loss but are shown in ‘other comprehensive income’ includes re-measurements gain/(loss) of defined benefit plans. The concept of other comprehensive income did not exist under previous GAAP. As a consequence, re-measurement gain/(loss) of defined benefit plans has been regrouped from employee benefit expense to other comprehensive income.

xii. Reclassification Adjustment

The company has reclassified previous year figures to conform to Ind AS Classification.

NOTE 15 :

In view of the management, the current assets have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet as at March 31, 2018.

Note 16 :

The financial statements of the Company for the year ended 31st March, 2018 were approved by the Board of Directors and authorised for issue on May 21, 2018.

---

Mar 31, 2016

(b) Terms/right attached to Equity Shares

The company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. [During the year ended March 31, 2016, the amount of per share dividend recognized as distributions to equity shareholders was Rs.0.50 per share (March 31, 2015: Rs.0.50 per share). In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Terms and Conditions of Options Granted

(i) Each Option entitles the holder thereof to apply for and be allotted one equity share of the company of Rs.10/- each upon payment of the exercise price during the exercise period. The exercise period commences from the date of vesting of the options and expires at the end of 3rd year from the date of vesting in respect of options granted under the Orient Bell Employees Stock Option Scheme-2013.

(ii) The Employees Stock Options will be granted in three annual tranches of 30%, 35% and 35% of the total options per employee provided such employee shall fulfill the eligibility criteria for each year as decided by Compensation Committee from time to time.

Note: Company vide resolution dated August 13, 2015 has stopped the ESOP scheme for the new employees joined w.e.f April 1, 2015 without affecting the further grant/vest/exercise of options by the existing eligible employees (i.e the employees who were granted the stock options on date September 02, 2013 & 2014 and also to Mr. K.M. Pai on September 02, 2015).

(iv) In respect of stock options granted pursuant to the Company''s stock options scheme, the intrinsic value of the options (excess of market price of the share over the exercise price of the option) is treated as discount and accounted as employee compensation over the vesting period.

(v) Expense on Employee Stock Option Schemes debited to the Statement of Profit and Loss during 2015-16 is Rs.96,81,719 (2014-15 : Rs.73,00,562) pursuant to employee stock option scheme. (refer Note:21)

(vi) Had fair value method been adopted for expensing the compensation arising from employee share-based payment plans:

The employee compensation charge debited to the Statement of Profit and Loss for the year 2015-16 would have been lower by Rs.5,10,839 [In FY 2014-15 expenses would have been higher by : Rs.56,01,574].

Basic EPS before extraordinary items would have increased by Rs.0.04 (2014-2015 lower by Rs.0.41).

Basic EPS after extraordinary items would have increased by Rs.0.04 (2014-2015 lower by Rs.0.41).

Diluted EPS before extraordinary items would have increased by Rs.0.04 (2014-2015 lower by Rs.0.04).

Diluted EPS after extraordinary items would have decreased by Rs.0.04 (2014-2015 lower by Rs.0.04)

(vii) Weighted average fair values of options granted during the year is Rs.123.91 (2014-15: Rs.81.68).

a. The nature of Security for Secured Loans are :

(i) The above secured corporate loan, Rs.22,80,78,504 (March 31, 2015: Rs.37,15,39,289 ) is secured by way of first pari passu charge on entire fixed assets excluding assets having specific charge, both present and future, and collaterally by way of second pari passu charge on the current assets of the company. These pertains to various bankers and financial institution namely, Tata Capital Financial Services Ltd. and Exim Bank.

(ii) The buyer''s credit of Rs.Nil (March 31, 2015: Rs.11,27,41,098 ) is secured by way of first pari passu charge on entire fixed assets excluding assets having specific charge, both present and future, and collaterally by way of second pari passu charge on the current assets of the company. The said facility is provided by Tata Capital Financial Services Ltd. arranged through ING Vysya Bank Ltd (Now Kotak Mahindra Bank).

(iii) Vehicle loans are secured by way of hypothecation of respective vehicles.

c. The nature of guarantee for Unsecured Loans are :

(i) Unsecured loan from Bank is secured against property of Promoter at Kolkata.

(ii) Unsecured loan from financial institution is secured by pledge of the shares belonging to Promoters, other than their holding in the Company.

(ii) Loans & Advances from Related Parties are repayable at the prerogative of the Company.

(iii) Trade deposits are repayable on cessation of business transaction with dealers.

e. The term loan(s) carries interest ranging between 10% to 13.5%.

During the year, Company has not made the provision of bonus for the F.Y. 2014-15 on account of retrospective amendment made by The Payment of Bonus (Amendment) Act , 2015 keeping in view the disposal of writ petition vide order no. WP(C) NO. 3024/2016 (C) dated 27th January 2016 passed by the Hon''ble Kerala High Court.

* The Company has been advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision is considered necessary.

c) Regarding the demand of Rs.1,653 lacs against under drawl of RLNG for the calendar year 2014 (as mentioned in note 8 (b) of financial statements for the year ended March 31, 2015), the Company has entered into settlement agreements dated August 11, 2015 & August 26, 2015 with the seller. According to the agreements, the said demand has been settled by the Company with the seller by paying lump-sump amount of Rs.279.41 lacs and rescinding its right to receive Make-up gas against such lump-sump payment for the calender year 2014. Further as per side letter dated January 21, 2016, GAIL has agreed not to charge any amount against under drawl of RLNG for the calendar year 2015.

The nature of Security for borrowings are as under:

a. The Company has a consortium of Various bankers namely State Bank of India, Punjab National Bank, IDBI Bank, Indus Ind Bank and Axis Bank (hereafter called the "Consortium”) for secured loans borrowings.

b. The above loans are primarily secured by way of first pari passu charge on entire current assets of the company and collaterally by way of second pari passu charge on the entire fixed assets excluding assets having specific charge, both present & future.

c. Loans from Banks is repayable on demand and carries interest rate ranges from 10.00% to 12.00% p.a.

a. Assets acquired on account of Amalgamation includes Land & Building (Dora & Hoskote units) of Bell Ceramics Limited which was revalued based on the report by certified valuers as at December 31, 2010 (Other Land & Buildings being insignificant and not having change in value). The historical cost of Land and Building was Rs.2,24,65,291 and Rs. 31,87,04,446 and their fair values were determined as ? 44,49,02,600 and Rs. 56,1 1,59,900 respectively and therefore an equivalent amount has been credited to Revaluation Reserve account. The method adopted by the certified valuer for both the units for revaluation purpose, was Fair Market Value Method. Till March 31,2014 ,in accordance with the option given in the Guidance Note on Accounting for Depreciation in Companies, the Company recoups additional depreciation out of Revaluation reserve. From the FY 2014-15, as per Schedule II of the Companies Act,2013 read with para 36 of Application Guide on the Provisions of Schedule II to the Companies Act, 2013 issued by Institute of Chartered Accountants of India, the depreciation on revalued amount has been charged to statement of the profit and loss and the amount of depreciation which relates to the difference between depreciation based on the revalued carrying amount of the asset and depreciation based on its original cost has been transferred from the revaluation reserve to the general reserves of the company.

b. Plant and Machinery includes Rs. 74,35,002 (net loss) [March 31, 2015: Rs. 2,51,60,387 (net profit)] on account of exchange difference during the year.

a) Employees Benefits

The company has classified the various benefit provided to employees as under

(i) Defined Contribution Plans

The company makes contribution towards Employees Provident Fund and Employee''s State Insurance scheme. Under the rules of these schemes, the company is required to contribute a specified percentage of payroll costs. The company during the year recognized the following amount in the Statement of profit and loss account under company''s contribution to defined contribution plan.

The contribution payable to these schemes by the Company are at the rates specified in the rules of the schemes.

(ii) Defined Benefit plans and Other Long term Benefits

a) Contribution to Gratuity Funds- Employee''s Gratuity Fund.

b) Leave encashment/ Compensated absence (Long Term).

In accordance with Accounting Standard 15 (revised 2005), an actuarial valuation was carried out in respect of the aforesaid defined benefit plans and other long term benefits based on the following assumptions.

Note:

(1) Actuarial valuation is based on escalation in future salary on account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

(2) On account of short term leave encashment benefit, which is being recognized on the basis of actual eligibility of earned leave beyond 60 days, an expense of Rs.36,42,834 (year ended March, 31 2015: Rs.19,32,376 ) has been recognized in addition to the expense recognized by Actuarial and a provision of Rs.Nil (year ended March, 31 2015: Rs.NIL ) has been recognized in addition to the obligation recognized by Actuarial.

d) Operating Lease

The Company''s significant lease agreements are in the nature of operating leases for premises used at various depots and showrooms. These lease agreements are cancellable by either parties thereto as per the terms and conditions of the agreements. In respect of these leases, lease rent of Rs.5,29,36,886 (March 31, 2015: Rs.4,99,01,733) including Rs.1,41,144 (March 31, 2015: Rs.5,66,012) on account of lease equalisation reserve as per the lease agreement, has been recognized on a straight line basis. Amount of lease equalization reserve of Rs.16,66,592 (March 31, 2015 : Rs.18,07,736) is accounted as provision under Note: 8.

NOTE 1 :

In the opinion of the Board, the Current Assets, Loans & Advances are approximate to the value stated, if realized in the ordinary course of business.

NOTE 2 :

The details of Corporate Social Responsibility as per Section 135 of the Companies Act 2013 read with Schedule VII thereof is as under:

(a) Gross amount required to be spent by the company during the year: 17,30,474

(i.e. 2% of Average Net profits of last three years)

NOTE 3 :

(i) The Company is engaged in manufacture of Ceramic and Vitrified tiles. The entire operations are governed by same set of risk and returns. Hence, the same has been considered representing a single primary segment. The said treatment is in accordance with the guiding principles enunciated in the Accounting Standard-17 on Segment Reporting.

(ii) The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risk and returns, hence, its considered operating in single geographical segment.

NOTE 4 :

Figures have been rounded off to the nearest rupee.

NOTE 5 :

Balances of Sundry Creditors and Debtors are subject to confirmation.

NOTE 6 :

Figures for the previous year have been reclassified/ regrouped wherever considered necessary

---

Mar 31, 2015

NOTE 1 : CORPORATE INFORMATION

Orient Bell Limited (the Company) is engaged in the manufacturing, trading and selling of ceramic wall and floor tiles. Company is a public company incorporated and domiciled in India and has its registered office at Sikandrabad, Uttar Pradesh, India. The Company has its primary listings on BSE Limited and on the National Stock Exchange of India.

NOTE 2 : BASIS OF PREPARATION OF FINANCIAL STATEMENTS

Note 2.1 Accounting Convention

These financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act') read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). 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.

NOTE 3 :

In the opinion of the Board, the Current Assets, Loans & Advances are approximate to the value stated, if realised in the ordinary course of business.

NOTE 4 :

RELATED PARTY DISCLOSURE

As per Accounting Standard 18 "Related Party Disclosures" issued by the Companies (Accounting Standard) Rules, 2006 related parties and transactions with related parties are as follows:

(i) Related Parties :

A Subsidiary Company

(a) ELIT International Trading (HK) Pvt. Ltd.*

B Relatives and Associates

(a) Freesia Investment and Trading Co. Ltd.

(b) Goodteam Investment & Trading Co. Pvt. Ltd.

(c) Alfa Mercantile Ltd.

(d) Morning Glory Leasing & Finance Ltd.

(e) Iris Designs Pvt. Ltd.

(f) Mahendra K. Daga (HUF)

C Key Managerial Personnel

(a) Mahendra K. Daga, Chairman and Managing Director

(b) Madhur Daga, Joint Managing Director

(c) Kashinath Martu Pai, Executive Director and Chief Financial Officer

(d) Yogesh Mendiratta, Company Secretary

D Relatives of Key Managerial Personnel

(a) Sarla Daga w/o Mahendra Kumar Daga

(b) Roma Monisha Sakraney Daga w/o Madhur Daga

* M/s ELIT International Trading (HK) Pvt. Ltd was subsidiary of the Company till March 20,2015.

NOTE 5 :

Managerial Remuneration includes Rs. 10,00,000 as provision for payment of commission to be paid to the Independent Directors pertaining to financial year 2014 - 2015 which is in excess of prescribed percentage of net profits as specified under the Companies Act, 2013. This amount is subject to the approval of members of the Company and Central Government.

NOTE 6 :

The details of Corporate Social Responsibility as per Section 135 of the Companies Act 2013 read with Schedule VII thereof is as under:

(a) Gross amount required to be spent by the company during the year: (i.e. 2% of Average Net profits of last three years) 19,52,865

(b) Amount spent during the year on:

NOTE 7 :

(i) The Company is engaged in manufacture of Ceramic and Vitrified tiles. The entire operations are governed by same set of risk and returns. Hence, the same has been considered representing a single primary segment. The said treatment is in accordance with the guiding principles enunciated in the Accounting Standard-17 on Segment Reporting.

(ii) The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risk and returns, hence, its considered operating in single geographical segment.

NOTE 8 :

Figures have been rounded off to the nearest rupee.

NOTE 9 :

Balances of Sundry Creditors and Debtors are subject to confirmation.

NOTE 10 :

Figures for the previous year have been reclassified/ regrouped wherever considered necessary.

---

Mar 31, 2014

CORPORATE INFORMATION

Orient Bell Limited (the Company) is a public company domiciled in India and incorporated under the provision of the Companies Act, 1956. Its shares are listed on two stock exchanges in India viz, NSE and BSE. The company is engaged in the manufacturing, trading and selling of reputed brand of ceramic and floor tiles.

Terms and Conditions of Options Granted

(i) Each Option entitles the holder thereof to apply for and be allotted one equity share of the company of Rs. 10 each upon payment of the exercise price during the exercise period. The exercise period commences from the date of vesting of the options and expires at the end of 3rd year from the date of vesting in respect of options granted under the Orient Bell Employees Stock Option Scheme-2013.

(ii) The Employees Stock Options will be granted in three annual tranches of 30%, 35% and 35% of the total options per employee provided such employee shall fulfill the eligibility criteria for each year as decided by Compensation Committee from time to time.

(iv) In respect of stock options granted pursuant to the Company''s stock options scheme, the intrinsic value of the options (excess of market price of the share over the exercise price of the option) is treated as discount and accounted as employee compensation over the vesting period.

(v) Expense on Employee Stock Option Schemes debited to the Statement of Profit and Loss during 2013-14 is Rs. 78,08,142 (2012-13 : Nil) pursuant to employee stock option scheme (refer Note 20).

(vi) Had fair value method been adopted for expensing the compensation arising from employee share-based payment plans:

The employee compensation charge debited to the Statement of Profit and Loss for the year 2013-14 would have been lower by Rs. 20,32,667 (2012-13: Nil).

Basic EPS before extraordinary items would have increased by Rs. 0.12.

Basic EPS after extraordinary items would have increased by Rs. 0.12.

Diluted EPS before extraordinary items would have increased by Rs. 0.12.

Diluted EPS after extraordinary items would have increased by Rs. 0.12.

(vii) Weighted average fair values of options granted during the year is Rs. 38.50 (2012-13: Nil).

a. The nature of Security for Secured Loans are :

(i) The above secured corporate loans, Rs. 54,03,78,789 (March 31, 2013: Rs. 53,28,60,678) is secured by way of first pari passu charge on entire fixed assets excluding assets having specific charge, both present and future, and collaterally by way of second pari passu charge on the current assets of the company. These pertains to various bankers namely, IDBI Bank, Axis Bank and Exim Bank.

(ii) The buyer''s credit of Rs. 13,82,96,016 (March 31, 2013: Rs. 4,02,61,160 ) is secured by way of first pari passu charge on entire fixed assets excluding assets having specific charge, both present and future, and collaterally by way of second pari passu charge on the current assets of the company. The said facility is provided by Tata Capital Financial Services Ltd. arranged through ING Vysya Bank Ltd.

(iii) Vehicle loans are secured by way of hypothecation of respective vehicles.

b. The nature of guarantee for Unsecured Loans are :

(i) Unsecured loan from Bank is secured against property of Promoter at Kolkata.

(ii) Unsecured loan from financial institution is secured by pledge of the shares belonging to Promoters, other than their holding in the Company.

The nature of Security for borrowings are as under:

a. The Company has a consortium of various bankers namely State Bank of India, Punjab National Bank, IDBI Bank, ING Vysya Bank, Axis Bank and IndusInd Bank (hereafter called the "Consortium") for secured loans borrowings.

b. The above loans are primarily secured by way of first pari passu charge on entire current assets of the company and collaterally by way of second pari passu charge on the entire fixed assets excluding assets having specific charge, both present & future.

c. Loans from Banks is repayable on demand and carries interest rate ranges from 10.70% to 12.25% p.a.

(Amount in Rs.)

Particulars As at As at March 31, 2014 March 31, 2013 a) Contingent liabilities

Claims against company not acknowledged as debt 11,40,50,838 6,84,94,055

Letter of Credit 17,95,54,105 37,19,28,695

Bank Guarantee (Net of Margin) 78,04,595 70,30,362

b) Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for - 1,25,17,200

Note:

(1) Actuarial''s valuation is based on escalation in future salary on account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

(2) On account of short term leave encashment benefit, which is being recognised on the basis of actual eligibility of earned leave beyond 60 days, an expense of Rs. 8,75,000 (March, 31 2013: Rs. 27,92,076) has been recognised in addition to the expense recognised by Actuarial and a provision of Rs. Nil (March, 31 2013: Rs. 27,92,076) has been recognised in addition to the obligation recognised by Actuarial.

In the opinion of the Board, the Current Assets, Loans & Advances are approximate to the value stated, if realised in the ordinary course of business.

NOTE 1:

RELATED PARTY DISCLOSURE

As per Accounting Standard 18 "Related Party Disclosures" issued by the Companies (Accounting Standard) Rules, 2006 related parties and transactions with related parties are as follows:

(i) Related Parties :

A Subsidiary Company

(a) ELIT International Trading (HK) Pvt. Ltd.

B Enterprises owned or significantly influenced by Key Managerial Personnel (''KMP'') or their relatives (Only with whom the Company had transaction during the year)

(a) Freesia Investment and Trading Co. Ltd.

(b) Goodteam Investment & Trading Co. Pvt. Ltd.

(c) Alfa Mercantile Ltd.

(d) Morning Glory Leasing & Finance Ltd.

(e) Iris Designs Pvt. Ltd.

(f) Mahendra K. Daga - HUF

C Key Managerial Personnel (KMP)

(a) Mr. Mahendra K. Daga, Chairman and Managing Director

(b) Mr. Madhur Daga, Joint Managing Director

D Relatives of Key Managerial Personnel (Only with whom the Company had transaction during the year)

(a) Mrs. Sarla Daga w/o Mr. Mahendra K. Daga

(b) Mrs. Roma Monisha Sakraney Daga w/o Mr. Madhur Daga

(i) The Company is engaged in manufacture of Ceramic and Vitrified tiles. The entire operations are governed by same set of risk and returns. Hence, the same has been considered representing a single primary segment. The said treatment is in accordance with the guiding principles enunciated in the Accounting Standard-17 on Segment Reporting.

(ii) The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risk and returns, hence, its considered operating in single geographical segment.

NOTE 2 :

During the financial year, managerial remuneration of Rs. 1,25,81,655 was paid to the Chairman and Managing Director and Rs. 1,18,86,100 was paid to the Joint Managing Director which is in excess of prescribed percentage of net profits as specified under Companies Act, 1956. During the current financial year, the Ministry of Corporate Affairs accorded its approval to the excess remuneration paid to the Chairman and Managing Director. However, the approval for the excess remuneration paid to the Joint Managing Director is still awaited.

NOTE 3 :

Balances of Sundry Creditors and Debtors are subject to confirmation.

NOTE 4 :

Figures for the previous year have been reclassified/ regrouped wherever considered necessary.

---

Mar 31, 2013

NOTE 1 : CORPORATE INFORMATION

Orient Bell Limited (the Company) is a public Company domiciled in India and incorporated under the provision of the Companies Act, 1956. Its shares are listed on two stock exchanges in India viz, NSE and BSE. The Company is engaged in the manufacturing, trading and selling of reputed brands of ceramic and floor tiles.

NOTE 2 : SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE ACCOUNT

Accounting Convention

The financial statements of the Company have been prepared in accordance with Generally Accepted Accounting Principles in India

(Indian GAAP). The Company has prepared the financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention, except for Building situated at Hoskote and Dora unit which are carried at revalued amounts.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policies explained below.

NOTE 3 :

RELATED PARTY DISCLOSURE

As per Accounting Standard 18 "Related Party Disclosures" issued by the Companies (Accounting Standard) Rules, 2006 related parties and transactions with related parties are as follows:

(i) Related Parties :

A Subsidiary Company

(a) ELIT International Trading (HK) Pvt. Ltd.

B Enterprises owned or significantly influenced by Key Managerial Personnel ("KMP") or their relatives (Only with whom the Company had transaction during the year)

(a) Freesia Investment and Trading Co. Ltd.

(b) Goodteam Investment & Trading Co. Pvt. Ltd.

(c) Alfa Mercantile Ltd.

(d) Morning Glory Leasing & Finance Ltd.

(e) Iris Designs Pvt. Ltd.

(f) Mahendra K. Daga - HUF

C Key Managerial Personnel (KMP)

(a) Mr. Mahendra K. Daga, Chairman and Managing Director

(b) Mr. Madhur Daga, Executive Director

D Relatives of Key Managerial Personnel (Only with whom the Company had transaction during the year)

(a) Mrs. Sarla Daga w/o Mr. Mahendra K. Daga

(b) Mrs. Roma Monisha Sakraney Daga w/o Mr. Madhur Daga

NOTE 4 :

(i) The Company is engaged in manufacture of Ceramic and Vitrified tiles. The entire operations are governed by same set of risk and returns. Hence, the same has been considered representing a single primary segment. The said treatment is in accordance with the guiding principles enunciated in the Accounting Standard-17 on Segment Reporting.

(ii) The Company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risk and returns, hence, its considered operating in single geographical segment.

NOTE 5 :

Balances of Sundry Creditors and Debtors are subject to confirmation.

NOTE 6 :

Figures for the previous year have been reclassified/ regrouped wherever considered necessary.

---

Mar 31, 2012

NOTE 1 : CORPORATE INFORMATION

Orient Bell Limited (the Company) (formerly Known as Orient Ceramics And Industries Limited) is a public company domiciled in India and incorporated under the provision of the Companies Act, 1956. Its shares are listed on two stock exchanges in India viz, NSE and BSE. The company is engaged in the manufacturing, trading and selling of reputed brand of ceramic and floor tiles.

(a) Terms/right attached to Equity Shares

The company has only one class of equity shares having a par value of Rs 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended March 31, 2012, the amount of per share dividend recognized as distributions to equity shareholders was Rs 1.5 (March 31, 2011: Rs 2). In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

The nature of Security for Secured Loans are :

a. (i) The Term Loan from IDBI Bank and Axis Bank is secured by way of first pari passu charge on entire fixed assets excluding assets having specific charge, both present and future, and collaterally by way of second pari passu charge on the current assets of the company.

(ii) The Term Loan from State Bank Of India is secured by way of first pari passu charge on entire current assets excluding assets having specific charge, both present and future, and collaterally by way of second pari passu charge on the fixed assets of the company.

(iii) Vehicle loans are secured by way of hypothecation of respective vehicles.

b. (i) Unsecured loan from Bank is secured against property of Promoter at Kolkata.

(ii) Unsecured loan from NBFC is secured by pledge of the shares belonging to Promoters, other than their holding in OBL.

(iii) Loans & Advances from Related Parties are repayable at the prerogative of the company.

(iv) Loan from others includes loans from erstwhile promoters of M/s Bell Ceramics Ltd. and is payable after all formalities of acquisition.

a) Pursuant to amendments to schedule VI to Companies Act, 1956 vide Notification No. GSR 719 (E) dated 16th November 2007, the amount due to Micro, Small & Medium Enterprises have not been disclosed for the current year, as the company is in the process of identifying vendors registered under Micro, Small & Medium Enterprises Development Act, 2006 and gathering information to make the necessary disclosure.

b) It does not include any amount due to be transferred to Investor Education and Protection Fund.

The nature of Security for borrowings are as under:

a. The Company has a consortium of Various bankers namely State Bank of India, Punjab National Bank, IDBI Bank, ING Vyasa Bank, Axis Bank, Bank of Bahrain & Kuwait and Bank of India (hereafter called the "Consortium") for secured loans borrowings.

b. The Working Capital Loans including Buyers Credit are primarily secured by way of first pari passu charge on entire current assets of the company and collateraly by way of second pari passu charge on the entire fixed assets excluding assets having specific charge, both present & future.

Aggregate cost of unquoted investment Rs 20,24,08,207 (March 31 2011: Nil) Aggregate cost of quoted investment Rs Nil (March 31 2011: 20,07,81,657) Aggregate Market Value of quoted investment Rs Nil (March 31 2011: 14,30,36,592)

a) Fixed Deposits with a carrying amount of Rs 2,89,76,661 (March 31, 2011 Rs 1,70,00,000) are subject to first charge to secure the Company's Loans from banks.

b) Fixed Deposits with a carrying amount of Rs 3,25,248 (March 31, 2011 Rs 2,09,781) are pledged with Govt. Authorities.

* Excise Duty on Sales amounting to Rs 39,05,07,483 (March 31, 2011 22,32,89,608) has been reduced from Sales and Excise Duty on increase/(decrease) in stock amounting to Rs 2,97,17,947(March 31, 2011 Rs 40,99,571) has been considered as (Income)/Expense in Note No. 23 of Financial Statement

(ii) Defined Benefit plans

The employee's gratuity fund scheme managed by Kotak Mahindra Old Mutual Life Insurance Ltd. and Life Insurance Corporation are defined benefit funded plan. The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognizes each period of service as giving rise to additional unit of employees benefit entitlement and measures each unit separately to built up the final obligation. The obligation for leave encashment is a defined unfunded benefit plan, which is recognized in the same manner as gratuity.

NOTE 2 :

The name of the Transferee Company has been changed from Orient Ceramics And Industries Limited to Orient Bell Limited with effect from 15th March, 2012. This is the amalgamated financial statements consequent upon sanction of Scheme of Arrangement by way of amalgamation of Orient Ceramics And Industries Limited (herein referred as 'transferee company' )and Bell Ceramics Limited (hereinafter referred as 'transferor companies'), as approved by the Hon'ble High Court of Allahabad vide its Order dated 19th December 2011 and by the Hon'ble High Court of Ahmedabad vide its Order dated 7th February 2012 u/s 394 of the Companies Act, 1956 and necessary filing of said Order with the Registrar of Companies, on 30th March, 2012, being the 'Effective Date' on which the scheme has become effective. The relevant clauses of such approved scheme are as under :-

(a) Pursuant to such approved scheme, entire business of transferor Company including all assets and liabilities shall stand transferred to and vested with the Company with effect from 1st January 2011 being the "Appointed Date".

(b) The amalgamation has been accounted for under the "Pooling of interest " method as prescribed by the Accounting Standard (AS-14) of the Companies (Accounting Standards) Rules, 2006. Accordingly the assets, liabilities, and reserves of transferor Company, as at 1st January 2011 have been taken over at book values.

(c) All inter-company balances between the Transferor Company and the company have been cancelled and there shall be no further obligation/outstanding in this behalf.

(d) In view of the aforesaid amalgamation with effect from 1st January 2011 the figures for the current year are not comparable with those of the previous year.

(e) Since the Transferor company was amalgamated w.e.f 1st January, 2011, the profit and loss for the period 1st January to 31st March 2011 which has been incorporated in the financial statements of Orient Bell Limited is stated as follows:-

NOTE 3 :

In the opinion of the Board, the Current Assets, Loans & Advances are approximate to the value stated, if realised in the ordinary course of business.

NOTE 4 : RELATED PARTY DISCLOSURE

As per Accounting Standard 18 "Related Party Disclosures" issued by the Companies (Accounting Standard) Rules, 2006 related parties and transactions with related parties are as follows:

(i) Related Parties :

A Subsidiary Company

(a) ELIT International Trading (HK) Pvt. Ltd.*

(b) Bell Ceramics Ltd.**

* became subsidiary w.e.f 17th January 2012

** due to amalgamation, Bell Ceramics Ltd. had ceases to be subsidiary w.e.f 1st January, 2011 (refer Note 26).

B Enterprises owned or significantly influenced by KMP or their relatives

(a) Freesia Investment and Trading Co. Ltd.

(b Goodteam Investment & Trading Co. Pvt. Ltd.

(c) Alfa Mercantile Ltd.

(d) Morning Glory Leasing & Finance Ltd.

(e) Iris Designs Pvt. Ltd.

(f) Mahendra K. Daga - HUF C Key Managerial Personnel

(a) Mr. Mahendra K. Daga, Chairman and Managing Director

(b) Mr. Madhur Daga, Executive Director D Relatives of Key Managerial Personnel

(a) Mrs. Sarla Daga w/o Mahendra K. Daga

(b) Mrs. Roma Monisha Sakraney Daga w/o Madhur Daga

c. All Derivative contracts entered into by the company are for hedging purposes only.

d. During the year the company has provided Rs 47,605 towards premium on forward exchange contracts (March 31, 2011: Rs 81,86,295).

NOTE 5 :

(i) The company is engaged in manufacture of Ceramic and Vitrified tiles. The entire operations are governed by same set of risk and returns. Hence, the same has been considered representing a single primary segment. The said treatment is in accordance with the guiding principles enunciated in the Accounting Standard-17 on Segment Reporting.

(ii) The company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risk and returns, hence, its considered operating in single geographical segment.

NOTE 6 :

Balances of certain Sundry Creditors and Debtors are subject to confirmation.

NOTE 7 :

Figures for the previous year have been reclassified/ regrouped in accordance with Revised Schedule VI to the Companies Act, 1956.

Further, figures for the year ended March 31, 2011 are not comparable as such figures are standalone figures of Orient Ceramics And Industries Limited before merger was effective.

---

Mar 31, 2011

1. Contingent Liabilities (Amount in Rupees)

As at As at Particulars March March 31,2011 31,2010

a) Outstanding Letter of Credit (net of 9,99,88,526 3,96,82,881 margins) furnished in favour of suppliers

b)Outstanding Guarantees furnished by 22,91,513 92,25,000 Company's Banker in favour of Central excise, Customs and Others (net of margins)

c) Custom/excise duty / Service tax / 1,28,52,661 1,62,20,709 Income tax / sales tax demands and show Cause notice issued against which company has preferred appeals. (During the year contigent liability of Rs. 7,72,980/- pending in consumer court has been settled)

2. The nature of security for secured Loans including interest accrued thereon are :

a. The Company has a consortium of five bankers namely state Bank of India, Punjab national Bank, iDBI Bank, Barclays Bank and axis Bank (hereafter called the “Consortium”) for secured loans borrowings.

b.(i) The Corporate Loan from IDBi Bank and axis Bank are secured by way of first pari passu charge on entire fixed assets excluding assets having specific charge, both present and future, and collaterally by way of second pari passu charge on the current assets of the company.

b.(ii) The Corporate Loan from state Bank of India is secured by way of first pari passu charge on entire current assets excluding assets having specific charge, both present and future, and collaterally by way of second pari passu charge on the fixed assets of the company.

c. The Working Capital Limit borrowed by the Company (whether by way of Cash Credit or Working Capital demand Loan or Overdraft limit) from the Consortium is primarily secured by way of 1st pari passu charge on entire current assets of the company and collateraly by way of second pari passu charge on the entire fixed assets excluding assets having specific charge, both present & future.

d. Vehicle loans are secured by way of hypothecation of respective vehicles.

3. enterprise resource Planning (ERP) - the financial accounting and manufacturing module of ERP Package as already implemented is still in the process of improvement. a few entries are recorded in the books manually to complete the accounting of current year.

4. in the opinion of the Board, the Current assets, Loans & advances are approximate to the value stated, if realised in the ordinary course of business.

5. Pursuant to amendments to schedule Vi to Companies act, 1956 vide Notification no. GSR 719 (E) dated 16th November 2007, the amount due to micro, small & medium enterprises have not been disclosed for the current year, as the company is in the process of identifying vendors registered under micro, small & medium enterprises development act, 2006 and gathering information to make the necessary disclosure.

6. Employees Benefits

(a) Defined Contribution Plans:

the company makes contribution towards employees Provident Fund and Employee’s state insurance scheme. under the rules of these schemes, the company is required to contribute a specified percentage of payroll costs. the company during the year recognised the following amount in the profit and loss account under company’s contribution to defined contribution plan.

(b) Defined Benefit Plans:

the employees’ gratuity fund scheme managed by Kotak Mahindra Old mutual Life insurance Ltd. is a defined Benefit Funded Plan. the present value of obligation is determined based on actuarial valuation using the Projected unit Credit method, which recognizes each period of service as giving rise to additional unit of employees benefit entitlement and measures each unit separately to built up the final obligation. the obligation for Leave encashment is a defined unfunded benefit plan, which is recognized in the same manner as gratuity.

Note:

(i) Actuarial’s valuation is based on escalation in future salary on account of infation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

7. As per Accounting Standard 18 “Related Party Disclosures” issued by the Companies (Accounting Standard) Rules, 2006 related parties and transactions with related parties are as follows:

(i) Related Parties:

A subsidiary Company

(a) Bell Ceramics Ltd

B Associates

(a) Freesia Investment and Trading Co. Ltd. (b) Goodteam investment & trading Co. Pvt. Ltd. (c) Alfa mercantile Ltd. (d) morning Glory Leasing & Finance Ltd. (e) iris designs Pvt. Ltd. (f) Orient rave mercantile Ltd. (g) mahendra K. daga - HuF

C Key managerial Personnel (a) mahendra K. daga (b) madhur daga

D Relatives of key managerial Personnel

(a) Sarla Daga w/o mahendra K. daga (b) Roma monisha sakraney daga w/o madhur daga

8. (i) the company is engaged in manufacture of Ceramic and Vitrified tiles. the entire operations are governed by same set of risk and returns. Hence, the same has been considered representing a single primary segment. the said treatment is in accordance with the guiding principles enunciated in the accounting standard-17 on segment reporting.

(ii) the company sells its products mostly within India with insignificant export income and does not have any operations in economic environments with different risk and returns, hence, its considered operating in single geographical segment.

9. derivative Contracts entered into by the company and outstanding as on 31st march 2011 :

(i) nominal amount of derivatives including forward contracts entered into by the company and outstanding as on 31.03.11 amounts to Rs. 1,37,74,899/- (Previous Year Rs. 16,15,88,958/-).

(ii) all derivative contracts entered into by the company are for hedging purposes only.

(iii) during the year the company has provided Rs. 81,86,295/- towards premium on forward exchange contracts. (Previous Year Rs. 68,92,388/-).

(iv) the amount of unhedged exposure as on 31.03.2011 is Rs. 91,04,603/-

10. Balances of certain sundry Creditors and debtors are subject to confirmation.

11. the previous year’s figures have been regrouped, rearranged and reclassified, wherever necessary.

---

Mar 31, 2010

(Amount in Rupees)

1. Contingent Liabilities 2009-2010 2008-2009

a) Outstanding Letter of Credit (Net of Margins) furnished in favour of suppliers 3,96,82,881 5,49,63,716

b) Outstanding Guarantees furnished by Companys Banker in favour of 92,25,000 1,27,86,948 Central Excise, Customs and Others (Net of Margins)

c) Custom/Excise Duty / Service Tax / Income Tax / Sales Tax demands and 1,62,20,709 5,01,79,644 Show Cause notice issued against which company has preferred appeals

(During the year contingent liability of Rs. 53,613/- pending in consumer court has been settled)



2. The nature of Security for Secured Loans including Interest accrued thereon are :

a. The Company has a consortium of four bankers namely State Bank of India, Punjab National Bank, Standard Chartered Bank and Barclays Bank (hereafter called the “Consortium”) for secured loans borrowings.

b. The Term Loan from State Bank of India is secured by way of first charge over entire fixed assets excluding assets having specific charge, both present and future, and collaterally by way of 2nd charge on the current assets of the company.

c. The Working Capital Limit borrowed by the Company (whether by way of Cash Credit or Working Capital Demand Loan or Overdraft limit) from the Consortium is primarily secured by way of 1st pari passu charge on entire current assets of the company and collateraly by way of 2nd pari passu Charge on the entire fixed assets excluding assets having specific charge, both present & future.

d. Vehicle loans are secured by way of hypothecation of respective vehicles.

3. Enterprise Resource Planning (ERP) - A Financial Accounting Package, implemented in the earlier years is still in the process of improvement. A few entries are recorded in the books manually to complete the accounting of current year.

4. In the opinion of the Board, the Current Assets, Loans & Advances are approximate to the value stated, if realised in the ordinary course of business.

5. Pursuant to amendments to schedule VI to Companies Act, 1956 vide Notification No. GSR 719 (E) dated 16th November 2007, the amount due to Micro, Small & Medium Enterprises have not been disclosed for the current year, as the company is in the process of identifying vendors registered under Micro, Small & Medium Enterprises Development Act, 2006 and gathering information to make the necessary disclosure.

6. The company is in the business of manufacture of Ceramic and Vitrified Tiles. Since, all the activities are related to the main activity, there are no reportable segments as per the requirement of Accounting Standard-17.

7. Derivative Contracts entered into by the company and outstanding as on 31st March 2010 for Hedging Currency and Interest Rate Related Risks:

(i) Nominal amount of derivatives including forward contracts entered into by the company and outstanding as on 31.03.10 amounts to Rs. 16,15,88,958/- (Previous Year 10,71,37,500/-).

(ii) All Derivative contracts entered into by the company are for hedging purposes only.

(iii) During the year the company has provided Rs. 68,92,388/- towards premium on forward exchange contracts. (Previous Year Rs. 1,48,712/-).

8. During the year the company has written off Rs. NIL towards old debtors. (Previous Year Rs. 2,53,04,821/-)

9. Balances of Sundry Creditors and Debtors are subject to confirmation.

10. The previous years figures have been regrouped, rearranged and reclassified, wherever necessary.