Notes to Accounts of Patels Airtemp (India) Ltd.

Mar 31, 2024

3 (B) CAPITAL WORK IN PROGESS

The Capital work in progress represent Capital Inventory and direct/ incidental expenses incurred during construction period in connection with proposed project which will be capitalised on commencement of commercial production, consequently expenses disclosed under the respective note are net of such amount .

b. Terms/rights attached to equity shares

The Company has only one class of shares i.e. equity shares having a par value of ? 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends, if any, in Indian Rupees. The dividend, recommended by the Board of Directors is subject to the approval of the share holders in the ensuing Annual General Meeting.

I n th 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 reserves:

General Reserve: Under the erstwhile Indian Companies Act 1956, a general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. Consequent to introduction of Companies Act 2013, the requirement of mandatory transfer of a specified percentage of the net profit to general reserve has been withdrawn and the Company can optionally transfer any amount from the surplus of profit and loss to the General reserves. This reserve is utilised in accordance with the specific provisions of the Companies Act 2013.

Capital Subsidy: represents investment linked capital subsidy received from the State Government.

Retained earnings: This represents the accumulated profits earned by the Company till date.

Security Premium : Securities premium is used to record premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

(a) Rupee term loan of ? 325 lakhs from Axis Bank Limited is secured by way of Hypothecation charge (2^nd charge) on primary securities available for existing facilities on second ranking basis. 2^nd charge over entire current assets and movable assets of the company, both present and future. The applicable interest rate is 7.75% p.a and repayable in 35 equal monthly principal instalments of ? 9.02 lakhs each and last instalment of ? 9.05 lakhs after moratorium period of 24 months from the date of first disbursement.

(b) Rupee term loan from Bank of Baroda aggregating to ? 1,092 lakhs is secured by way of Hypothecation charge (2^nd charge) with existing credit facilities in terms of cash flows (including repayments). Existing primary/ collateral securities would be extended to cover the ECLGS facility. The applicable interest rate is 7.50% p.a. and would be repaid in 36 equal monthly instalments of '' 30.33 lakhs after moratorium period of 24 months from the date of first disbursement.

(c) Above term loans from Axis Bank Limited & Bank of Baroda are further secured by way of equitable mortgage of revised survey Block No. 727, 728, 729, 730 and 714 (Old Block No. 805, 806, 807, 810 & 811) at Rakanpur, Tal. Kalol, Dist. Gandhinagar and Land & Factory Building situated at new amalgamated Survey No. 100 (Old Survey No. 100, 101, 102, 103 and 105) mouje Dudhai, Tal. Kadi, Dist. Mehsana and is further secured by personal guarantee of (a) Mr. Sanjivkumar N. Patel (b) Mr. Apurva V. Shah and (c) Mr. Shivang P. Patel, directors of the company.

(d) All the loans taken by the Company have been utilised for the purpose for which the same was taken. The Company is regular in payment of interest and installment thereon.

(a) Working Capital facilities from Banks is secured by way of hypothecation of raw-materials, stores and spares, work-in-progress of finished goods and book debts of the company both present and future and first pari passu charge on plant & machinery, other movable assets of the comapany as well as further secured by way of equitable mortgage of Plot No. 805, 806, 807, 810 and 811 at Rakanpur, Tal. Kalol, Dist. Gandhinagar and Land & factory Building situated at New amalgamated survey No.100 (Old Survey No. 100,101,102,103 and 105) mouje Dudhai, Tal. Kadi, Dist. Mehsana as well as Lien over FDR of ''59.00 Lakhs as collateral security and is further secured by personal guaranteed of (a) Mr. Sanjivkumar N. Patel (b) Mr. Apurva V. Shah and (c) Mr. Shivang P. Patel, directors of the company.

32 CONTINGENT LIABILITIES & CAPITAL COMMITMENTS NOT PROVIDED FOR: a) Contingent Liabilities ('' in Lakhs)
	Particulars	As at 31st March, 2024	As at 31st March, 2023
	a) Claims against Company not acknowledged as Debt :
	i) Disputed Income Tax demand, and	6.48	6.48
	ii) Disputed Tax Demand under Central Sales Tax/ Goods & Service Tax.	-	4.38
	b) Guarantees excluding financial guarantees :
	• Outstanding Bank Guarantees	12,307.40	10,458.28
	• Outstanding Foreign Bank Guarantees	US$ 16,37,888.30	US$ 15,50,439.90
	• Outstanding Inland/Foreign LC	US$ 30,110.00	US$ 2,12,813.50

b) Capital Commitments

Estimated amount of contracts remaining to be executed on capital account [net of advances]

and not provided for '' NIL (P.Y '' NIL).

Note:

a) I t is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above, pending resolution of the respective proceedings as it is determinable only on receipt of judgments/decisions pending with various forums/ authorities.

b) 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 results.

1. Mr. Himanshu N. Rawal (DIN: 06631728) ceased to be a Director, being Independent Director of the Company w.e.f 23^rd September, 2023 upon completion of his 2^nd term as Independent Director. Mr. Naimish B. Patel (DIN: 02813295) has been appointed as an Independent Director of the Company (Non-Executive & Independent), for a first term of five years from 12^th August, 2023 upto 11^th August, 2028.

2. Unsecured Loans accepted from Narayanbhai G. Patel is upto his date of death i.e. 03^rd October, 2023. Further, Unsecured Loans accepted from Mr. Sanjivkumar N. Patel includes ? 25.29 Lakhs, Mr. Shivang P. Patel includes ? 12.65 Lakhs, Mrs. Aarti P. Patel includes ? 12.65 Lakhs transferred from Mr. Narayanbhai G. Patel, as his legal heirs.

3. Gratuity of Late Shri Narayanbhai G. Patel, Chairman & Whole-time Director of the Company expired on 03^rd October, 2023, transferred to Mr. Sanjivkumar N. Patel, Mrs. Aartiben P. Patel and Mr. Shivang P. Patel as legal heirs.

4. Unsecured Loan given by the Company to Patels Airtemp (USA) Inc., Wholly-owned Subsidiary has been written off due to dissolution of the said Wholly-owned Subsidiary w.e.f. 11^th December, 2023.

5. I nvestment made by the Company in Patels Airtemp (USA) Inc., Wholly-owned Subsidiary has been written off upon dissolution of the said Wholly-owned Subsidiary w.e.f. 11^th December, 2023.

6. The remuneration to directors and other members of key management personal during the year are in the nature of short-term benefits.

1. Upon death of Mr. Narayanbhai G. Patel as on 03^rd October, 2023, his closing balance of unsecured loan amounting to ? 50.59 Lakhs has been transferred to legal heirs Mr. Sanjivkumar N. Patel ? 25.29 Lakhs, Mr. Shivang P. Patel ? 12.65 Lakhs, Mrs. Aarti P. Patel ? 12.65 Lakhs.

34. SEGMENT INFORMATION

Primary Segment - Business Segment

The Company''s operation predominantly comprise of only one segment. In view of the same, separate segmental information is not required to be disclosed as per the requirement of Indian Accounting Standard 108 Operating Segment.

Secondary Segment - Geographical Segment

The analysis of geographical segment is based on the geographical location of the customers. The geographical segments considered for disclosure are as follows:

Sales within India include sales to customers located within India. Sales outside India include sales to customers located outside India.

36. In the opinion of the Board of Directors, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business. The provisions for depreciation and all known and ascertained liabilities are adequate and not in excess of the amounts reasonably necessary.

37. The balance confirmation from the suppliers and customers have been called for, but the same are awaited till date of audit. Thus, the balances or receivables and trade payables have been taken as per the books of accounts submitted by the company and are subject to Confirmation from respective parties.

The management has identified micro and small enterprises as defined under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) on the basis of information made available by the supplier or vendors of the Company.

40. EMPLOYEE BENEFIT OBLIGATION

As per Indian Accounting Standard (Ind AS) 19 "Employee Benefits", the disclosures of Employee benefits as defined in the Accounting Standard are given below:

ii) Defined Contribution Plan: Employee benefits in the form of Provident Fund are considered as defined contribution plan and the contributions to Employees Provident Fund Organization established under The Employees Provident Fund and Miscellaneous Provisions Act, 1952 and Employees State Insurance Act, 1948, respectively, are charged to the profit and loss account of the year when the contributions to the respective funds are due.

iii) Defined Benefit Plan: Retirement benefits in the form of Gratuity are considered as defined benefit obligation and are provided for on the basis of third-party actuarial valuation, using the projected unit credit method, as at the date of the Balance Sheet. Every Employee who has completed five years or more of service is entitled to Gratuity on terms not less favorable than the provisions of The Payment of Gratuity Act, 1972.

iv) Following are the risks associated with the plan:

Interest rate risk:

A fall in the discount rate which is linked to the G. Sec. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Salary Risk:

The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan''s liability.

Investment Risk:

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

Asset Liability Matching Risk:

The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk:

Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

Concentration Risk:

Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines.

Sensitivities have been calculated to show the movement in Defined Benefit Obligation in isolation and assuming there are no other changes in market conditions at the accounting date. In presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the balance sheet.

41. During the Financial Year 2023-2024, M/s. Patels Airtemp (USA) Inc., a Wholly Owned Subsidiary (WOS/Foreign Entity) of the Company, stands dissolved w.e.f. 11^th December, 2023 as per Certificate of Dissolution issued by State of Delaware (USA). Consequent upon the said dissolution, Patels Airtemp (USA) Inc., ceased to be a Subsidiary of the Company. Patels Airtemp (USA) Inc., was not a material subsidiary of the Company. Accordingly, the Company has written off Investment in Wholly Owned Subsidiary amounting to '' 7.18 Lakhs and Loan to Wholly Owned Subsidiary amounting to '' 5.32 Lakhs in the books of accounts during the financial year ended 31^st March, 2024.

42. APPROVAL OF FINANCIAL STATEMENT

The financial statements were approved for issue by the board of directors on 24^th May, 2024.

43. UNDISCLOSED TRANSACTIONS

As stated, & confirmed by the Board of Directors, The Company does not have 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).

44. BENAMI TRANSACTIONS

As stated & confirmed by the Board of Directors, the Company does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

45. LOAN OR INVESTMENT TO ULTIMATE BENEFICIARIES

As stated & confirmed by the Board of Directors, the Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall :

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

46. LOAN OR INVESTMENT FROM ULTIMATE BENEFICIARIES

As stated & confirmed by the Board of Directors, the Company has not received any funds from any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall :

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

46a. As stated & confirmed by the Board of Directors, the company has not been sanctioned any term loan during the year ended on 31^st March 2023.

47. As stated & confirmed by the Board of Directors, the company has not been sanctioned any term loan during the year ended on 31^st March 2024.

48. As stated & confirmed by the board of Directors, the company has not revalued its Property, Plant and Equipment and intangible assets during the year under review.

49. WILLFUL DEFAULTER

As stated & confirmed by the Board of Directors, the company has not been declerated willful defaulter by the bank during the year under review.

49. TRANSACTIONS WITH STRUCK OFF COMPANIES

As stated & confirmed by the Board of Directors, the company has not been decelerated willful defaulter by the bank during the year under review.

50. TRANSACTIONS WITH STRUCK OFF COMPANIES

As stated & confirmed by the Board of Directors, the company has not under taken any transactions nor has outstanding balance with the company Struck Off either under section 248 of the Act or under Section 560 of The Companies Act, 1956.

51. CRYPTO CURRENCY

As stated & confirmed by the Board of Directors, the Company has not traded or invested in Crypto Currency or Virtual Currency.

52. COMPLIANCE WITH APPROVED SCHEMES OF ARRANGEMENT

The Company has not applied for any scheme of Arrangements under sections 230 to 237 of The Companies Act, 2013.

53. The Company has assessed internal and external information upto the date of approval of the audited financial statements while reviewing the recoverability of assets, adequacy of financial resources, performance of contractual obligations, ability to service the debt and liabilities etc. Based on such assessment, the company expects to fully recover the carrying amounts of the assets and comfortably discharge its debts and obligations. Hence, the management does not envisage any material impact on the audited financial statements of the company for the year ended on 31^st March 2024.

54A. EVENT OCCURING AFTER THE BALANCE SHEET DATE

On 24^th May, 2024, the Board of Directors recommended a final dividend of '' 3.00/- per equity share to be paid to the shareholders for the financial year 2023-24, which is subject to approved by the share holders at the Annual General Meeting. If approved, the dividend would result in a cash outflow of '' 164.11 lakhs.

54B. SATISFACTION OF CHARGE

As informed by the Management there are no charges which are yet to be registered or yet to be satisfied with Registrar of Companies beyond statutory period. However, while carrying out search on MCA portal, following charges are yet to be satisfied beyond the statutory period, details of which are as under:

55A. CAPITAL MANAGEMENT

The Company''s capital management is intended to create value for shareholders by facilitating the achievement of long-term and short-term goals of the Company.

The Company determines the amount of capital required on the basis of annual business plan coupled with long-term and short-term strategic investment and expansion plans. The funding needs are met through equity, cash generated from operations, long-term and short-term bank borrowings.

The Company monitors the capital structure on the basis of net debt to equity ratio and maturity profile of the overall debt portfolio of the Company.

Net debt includes interest bearing borrowings less cash and cash equivalents, other bank balances. The table below summarises the capital, net debt and net debt to equity ratio of the Company.

(ii) Fair Value Measurement

This note provides information about how the Company determines fair values of various financial assets.

Fair Value of financial assets and liabilities that are not measured at fair value (but fair value disclosures are required).

Management considers that the carrying amounts of financial assets and financial liabilities recognized in the financial statements approximate their fair values.

(iii) Financial Risk Management Objectives

While ensuring liquidity is sufficient to meet Company''s operational requirements, the Company''s financial management committee also monitors and manages key financial risks relating to the operations of the Company by analysing exposures by degree and magnitude of risks. These risks include market risk (including currency risk and price risk), credit risk and liquidity risk.

Market Risk

Market risk is the risk of uncertainity arising from possible market price movements and their impact on the future performance of a business. The major components of market risk are commodity price risk.

i. Interest Rate Risk

I nterest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Interest risk arises to the Company mainly from borrowings with variable rates. The Company measures risk through sensitivity analysis. The banks are now finance at variable rate only, which is the inherent business risk.

ii. Liquidity Risk

The Company manages liquidity risk by maintaining sufficient cash and cash equivalents including bank deposits and availability of funding through an adequate amount of committed credit facilities to meet the obligations when due. Management monitors rolling forecasts of liquidity position and cash and cash equivalents on the basis of expected cash flows. In addition, liquidity management also involves projecting cash flows considering level of liquid assets necessary to meet obligations by matching the maturity profiles of financial assets & liabilities and monitoring balance sheet liquidity ratios.

The following tables detail the Company''s remaining contractual maturity for its nonderivative financial liabilities with agreed repayment periods. The information included in the tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows. The contractual maturity is based on the earliest date on which the Company may be required to pay.

d. Performance obligations

The performance obligation is satisfied upon delivery of the finished goods and payment is generally due within 1 to 3 months from delivery. The performance obligation to deliver the finished goods is started after receiving of sales order. The customer can pay the transaction price upon delivery of the finished goods within the credit period, as mentioned in the contract with respective customer.

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Mar 31, 2018

1. CORPORATE INFORMATION

The Company is a Public Company domiciled in India and incorporated Company incorporated on 10.06.1992 The Company is engaged in the manufacture and sale of extensive range of Heat Exchangers such as Shell & Tube Type, Finned Tube Type and Air Cooled Heat Exchangers, Pressure Vessels, Air-conditioning and Refrigeration equipments and Turnkey HVAC Projects in India & marketing of equipments even outside India. All these products are supplied to leading Industrial Sections like Power Projects, Refineries, Fertilizers, Cements, Petrochemicals, Pharmaceuticals, Textile and Chemical Industries.

a. Terms/rights attached to equity shares

The Company has only one class of shares i.e. 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, if any, in Indian rupees. The dividend, if proposed, by the Board of Directors is subject to the approval of the share holders in the ensuing Annual General Meeting.

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.

Note :

Working Capital facilities from Bank of Baroda is secured by way of hypothecation of raw-materials, stores and spares, work-in-progress of finished goods and book debts of the company both present and future and first charge on company''s plant & machinery, other movable assets of the company as well as secured by mortgage of companies factory land and building situated at Plot no. 805, 806, 807, and 810 at Rakanpur, Tal. Kalol, Dist. Gandhinagar and secured by equitable mortgage of plot no 811 of the company situated at village Rakanpur Taluka Kalol Dist Gandhinagar as collateral security and is also personally guaranteed by the Promoters of the company.

Consequent to introduction of Goods and Service Tax (GST) with effect from 1st July'' 2017, Central Excise, Value Added tax (VAT) etc; have been subsumed in to GST. IN accordance with Indian Accounting Standard-18 on Revenue and Schedule III of the Companies Act, 2013, unlike excise duty levies like GST,VAT etc; are not part of revenue. Accordingly, the figures for the year ended on 31st March,2018 is not strictly relateable to previous year.

Capital Commitments

Estimated amount of contracts remaining to be executed on capital account [net of advances] and not provided for Rs. NIL Lacs (P.Y Rs.NIL)

2. SEGMENT INFORMATION

Primary Segment - Business Segment

The Company''s operation predominantly comprise of only one segment .In view of the same, separate segmental information is not required to be disclosed as per the requirement of Indian Accounting Standard 108 Operating Segment Secondary Segment - Geographical Segment

The analysis of geographical segment is based on the geographical location of the customers. The geographical segments considered for disclosure are as follows:

Sales within India include sales to customers located within India. Sales outside India include sales to customers located outside India.

3. In the opinion of the Board of Directors, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business. The provisions for depreciation and all known and ascertained liabilities are adequate and not in excess of the amounts reasonably necessary.

4. Balances of Unsecured Loan, Trade Receivable and Payables & loans and advances are subject to confirmation from respective parties.

5. Corporate Social Responsibility

(a) Gross amount required to be spent by the company during the year Rs.21,94,975/- (Previous year Rs.18,66,555/-)

6. EMPLOYEE BENEFIT OBLIGATION

As per Indian Accounting Standard (Ind AS) 19 "Employee Benefits", the disclosures of Employee benefits as defined in the Accounting Standard are given below :

(i) Defined Contribution Plan: Employee benefits in the form of Provident Fund are considered as defined contribution plan and the contributions to Employees Provident Fund Organization established under The Employees Provident Fund and Miscellaneous Provisions Act 1952 and Employees State Insurance Act, 1948, respectively, are charged to the profit and loss account of the year when the contributions to the respective funds are due.

(ii) Defined Benefit Plan: Retirement benefits in the form of Gratuity are considered as defined benefit obligation and are provided for on the basis of third party actuarial valuation, using the projected unit credit method, as at the date of the Balance Sheet. Every Employee who has completed five years or more of service is entitled to Gratuity on terms not less favorable than the provisions of The Payment of Gratuity Act, 1972.

(iii) Following are the risks associated with the plan:

Interest rate risk:

A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Salary Risk:

The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan''s liability.

Investment Risk:

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

Asset Liability Matching Risk:

The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk:

Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

Concentration Risk:

Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines.

Notes to the Reconciliations of figures reported under IGAAP and IND-AS as at & for the financial year ended on 31^st March,2017 (end of last period presented as per IGAAP) and as at 1^st April,2016 (Date of Transition):

(a) (i) Assets / liabilities which do not meet the definition of financial asset / financial liability have been reclassified to other asset / liability.

(ii) The Company has re-classified Fixed Deposit Investment from cash and cash equivalents to other bank balances.

(b) Excise Duty

Under the previous GAAP, revenue from sale of products was presented exclusive of excise duty. Under Ind AS, revenue from sale of goods is presented inclusive of excise duty. The excise duty paid is presented on the face of statement of profit and loss as part of expenses. The excise duty on closing stocks of finished goods also reclassified/regrouped from Other expenses.

(c) Deferred Tax

IGAAP 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 which was not required under IGAAP. In addition, the various transitional adjustments lead to temporary differences. Deferred tax adjustments are recognized in correlation to the underlying transaction in retained earnings."

(d) Actuarial gain/(loss) on Defined Benefit plans for Employee Benefits:

"Under Ind AS, the change in defined benefit liability is split into changes arising out of service and interest cost and changes arising out of re measurements. Changes due to service and interest cost are to be recognized in Profit and Loss account and the changes arising out of re-measurements are to be recognized directly in Other Comprehensive Income (OCI)."

(e) Proposed Dividend:

Under the Previous GAPP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognized as liability. Under Ind AS, such dividends are recognized when the same is approved by the shareholders in the General Meeting.

(f) Under IGAAP, Foreign exchange rate difference was treated as Finance cost and now under IND AS the same has been reclassified to Other Expenses.

(g) Under IGAAP, the amount of loss on sale of fixed assets shown under the head extraordinary item. In IND AS the same has been reclassified and shown under the head Other Expenses.

(h) Re-measurement of defined benefit plan in accordance with IND AS 19 Employee Benefits and under IND AS, the actuarial gains and losses form part of re-measurement of the net defined liability/asset which is recognized in other comprehensive Income.

7. APPROVAL OF FINANCIAL STATEMENT

The financial statements were approved for issue by the board of directors on 26^th May, 2018. As per our report of even date attached.

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Mar 31, 2016

1. SEGMENT INFORMATION

Primary Segment - Business Segment

The Company''s operation predominantly comprise of only one segment .In view of the same, separate segmental information is not required to be disclosed as per the requirement of Accounting Standard 17.

Secondary Segment - Geographical Segment

The analysis of geographical segment is based on the geographical location of the customers. The geographical segments considered for disclosure are as follows:

Sales within India include sales to customers located within India.

Sales outside India include sales to customers located outside India.

Information pertaining to Secondary Segment

Gross revenue from operations as per Geographical Locations

2. In the opinion of the Board of Directors, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business. The provisions for depreciation and all known and ascertained liabilities are adequate and not in excess of the amounts reasonably necessary.

3. Balances of Unsecured Loan, Trade Receivable and Payables & loans and advances are subject to confirmation from respective parties.

4. Corporate Social Responsibility

(a) Gross amount required to be spent by the company during the year Rs. 17,17,000/-

(b) Amount spent during the year on:

5. EMPLOYEE BENEFIT OBLIGATION

As per Accounting Standard 15 "Employee Benefits", the disclosures of Employee benefits as defined in the Accounting Standard are given below :

Defined Contribution Plan:

Contribution to Defined Contribution Plan, recognized as expense for the year is as under :

The company has taken defined benefit plan i.e. Employee Group Gratuity Scheme from the Life Insurance Corporation (LIC) of India which provides Gratuity linked to the final salaries and is funded in a manner such that the contribution are set at a level that is expected to be sufficient to pay the benefits falling due in the same period. It is not practicable to determine the present value of the Company''s obligation or the related current service cost as the LIC compute its obligation on its own basis that differ materially from the basis used in the Company''s financial statements i.e. the company recognized / charged only the amount paid to the LIC as a contribution towards Gratuity Scheme.

The expense recognized in the statement of Profit & Loss, which is equal to the contribution due / paid for the year.

6. Previous year''s figures have been re-grouped/rearranged wherever necessary to make them comparable with current year’s figures.

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Mar 31, 2015

1. Capital Commitments & Contingent Liabilities not provided for:

a) Contingent Liabilities (Rs. in lacs)

Particulars As at 31/03/2015 As at 31/03/2014

Outstanding Bank Guarantees 3185.83 1671.48

Outstanding Foreign Bank Guarantees US$ 24,48,814.67 US$ 70143.69

Outstanding Inland Letter of Credit 34.42 75.98

Outstanding Foreign Letter of Credit US$ 30,17,342.45 NIL

b) Capital Commitments

Estimated amount of contracts remaining to be executed on capital account [net of advances] and not provided for Rs. NIL Lacs (P.Y Rs. 12.37 Lacs)

2. As per the information given to us, the Company has provided Rs. NIL (P.Y. Rs. 2,59,700/-) as permanent diminution in value of Investment.

3. SEGMENT INFORMATION

Primary Segment - Business Segment

The Company's operation predominantly comprise of only one segment. In view of the same,separate segmental information is not required to be disclosed as per the requirement of Accounting Standard 17

Secondary Segment - Geographical Segment

The analysis of geographical segment is based on the geographical location of the customers. The geographical segments considered for disclosure are as follows:

Sales within India include sales to customers located within India.

Sales outside India include sales to customers located outside India.

Information pertaining to Secondary Segment

Gross revenue from operations as per Geographical Locations

4. In the opinion of the Board of Directors, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business. The provisions for depreciation and all known and ascertained liabilities are adequate and not in excess of the amounts reasonably necessary.

5. Balances of Unsecured Loan, Trade Receivable and Payables & loans and advances are subject to confirmation from respective parties.

6. During the Current year, the Company has implemented Schedule II of the Companies Act, 2013, effective from 1st April, 2014, and has accordingly computed the depreciation based on revised useful life of the of the fixed assets, prescribed by Schedule II of the act. The Carrying Value of the fixed assets of Rs. 66.43 Lacs (net of deferred tax credit of Rs. 31.91 Lacs) which have completed their useful life as on 1st April 2014 has been adjusted in the opening balance of retained earnings as on 01-04-2014.

The company has taken defined benefit plan i.e. Employee Group Gratuity Scheme from the Life Insurance Corporation (LIC) of India which provides Gratuity linked to the final salaries and is funded in a manner such that the contribution are set at a level that is expected to be sufficient to pay the benefits falling due in the same period. It is not practicable to determine the present value of the Company's obligation or the related current service cost as the LIC compute its obligation on its own basis that differ materially from the basis used in the Company's financial statements i.e. the company recognized / charged only the amount paid to the LIC as a contribution towards Gratuity Scheme.

The expense recognized in the statement of Profit & Loss, which is equal to the contribution due / paid for the year.

8. Previous year's figures have been re-grouped/rearranged wherever necessary to make them comparable with current years figures.

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Mar 31, 2014

1. CAPITAL COMMITMENTS & CONTINGENT LIABILITIES NOT PROVIDED FOR :

a) Contingent Liabilities

(Rs. in lacs)

As at 31/03/2014 As at 31/03/2013

Outstanding Bank Guarantees 1671.48 2245.25

Outstanding Foreign Bank Guarantees US$70143.69 US$ 36,2721.91

Outstanding Inland Letter of Credit 75.98 47.70

b) Capital Commitments

Estimated amount of contracts remaining to be executed on capital account [net of advances] and not provided for Rs 1 2.37 Lacs (P.Y Rs.NIL)

2. As per the information given to us, the Company has provided Rs. 259700 as diminution in value of Investment treating the same in Permanent nature.

3. SEGMENT INFORMATION

Primary Segment - Business Segment

The Company''s operation predominantly comprise of only one segment. In view of the same,separate segmental information is not required to be disclosed as per the requirement of Accounting Standard 17.

Secondary Segment - Geographical Segment

The analysis of geographical segment is based on the geographical location of the customers. The geographical segments considered for disclosure are as follows:

Sales within India include sales to customers located within India.

Sales outside India include sales to customers located outside India.

4. In the opinion of the Board of Directors, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business. The provisions for depreciation and all known and ascertained liabilities are adequate and not in excess of the amounts reasonably necessary.

5. Balances of Unsecured Loan, Trade Receivable and Payables & loans and advances are subject to confirmation from respective parties.

6. EMPLOYEE BENEFIT OBLIGATION

As per Accounting Standard 15 "Employee Benefits", the disclosures of Employee benefits as defined in the Accounting Standard are given below:

Defined Contribution Plan :

Contribution to Defined Contribution Plan, recognized as expense for the year is as under :

The company has taken defined benefit plan i.e. Employee Group Gratuity Scheme from the Life Insurance Corporation (LIC) of India which provides Gratuity linked to the final salaries and is funded in a manner such that the contribution are set at a level that is expected to be sufficient to pay the benefits falling due in the same period. It is not practicable to determine the present value of the Company''s obligation or the related current service cost as the LIC compute its obligation on its own basis that differ materially from the basis used in the Company''s financial statements i.e. the company recognized / charged only the amount paid to the LIC as a contribution towards Gratuity Scheme. The expense recognized in the statement of Profit & Loss, which is equal to the contribution due / paid for the year.

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Mar 31, 2013

1. CAPITAL COMMITMENTS & CONTINGENT LIABILITIES NOT PROVIDED FOR :

Contingent Liabilities

(Rs. in lacs)

As at 31/03/2013 As at 31/03/2012

Outstanding Bank Guarantees 2,245.25 2,088.76

Outstanding Foreign Bank Guarantees US$ 362,721.91 NIL

Outstanding Inland Letter of Credit 47.70 262.73

Outstanding Income Tax Demand (Gross) Nil 45.69

2. As per the informations given by the management the Company has only one reportable business segment. And hence segment wise information is not given.

3. In the opinion of the Board of Directors, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business. The provisions for depreciation and all known and ascertained liabilities are adequate and not in excess of the amounts reasonably necessary.

4. Balances of Unsecured Loan, Trade Receivable and Payables & loans and advances are subject to confirmation from respective parties.

5. EMPLOYEE BENEFIT OBLIGATION

As per Accounting Standard 15 "Employee Benefits", the disclosures of Employee benefits as defined in the Accounting Standard are given below :

Defined Contribution Plan:

Contribution to Defined Contribution Plan, recognized as expense for the year is as under :

The company has taken defined benefit plan i.e. Employee Group Gratuity Scheme from the Life Insurance Corporation (LIC) of India which provides Gratuity linked to the final salaries and is funded in a manner such that the contribution are set at a level that is expected to be sufficient to pay the benefits falling due in the same period. It is not practicable to determine the present value of the Company''s obligation or the related current service cost as the LIC compute its obligation on its own basis that differ materially from the basis used in the Company''s financial statements i.e. the company recognized / charged only the amount paid to the LIC as a contribution towards Gratuity Scheme. The expense recognized in the statement of Profit & Loss, which is equal to the contribution due / paid for the year.

6. MICRO, SMALL & MEDIUM ENTERPRISE

As per the Micro, Small & Medium Development Act, 2006 and to the extent of the information available, amounts unpaid as at the year end together with the interest paid / payable, is as follows:

7. Previous year''s figures have been re-grouped/rearranged wherever necessary so as to confirm to current year''s grouping.

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Mar 31, 2012

1) Capital Commitments & Contingent Liabilities not provided for:

a) Capital Commitments;

Estimated amount of Contracts remaining to be executed on Capital Account (net of advances) & not provided for Rs . NIL/- (P. Y. 94,40,000/-)

b) Contingent Liabilities

(Rs in lacs)

As at 31/03/2012 As at 31/03/2011

Outstanding Bank Guarantees 2,088.76 1,411.56

Out standing Inland Letter of Credit 262.73& 109486 US$ 157.83

Outstanding Income Tax Demand (Gross) 45.69 106.77

2. As per the informations given by the management the Company has only one reportable business segment. And hence segment wise information is not given.

3. In the opinion of the Board of Directors, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business. The provisions for depreciation and all known and ascertained liabilities are adequate and not in excess of the amounts reasonably necessary.

4. Balances of Sundry debtors, Creditors and loans and advances are subject to confirmation from respective parties.

5. EMPLOYEE BENEFIT OBLIGATION

As per Accounting Standard 15 "Employee Benefits", the disclosures of Employee benefits as defined in the Accounting Standard are given below :

Defined Contribution Plan:

Contribution to Defined Contribution Plan, recognized as expense for the year is as under :

The company has taken defined benefit plan i.e. Employee Group Gratuity Scheme from the Life Insurance Corporation (LIC) of India which provides Gratuity linked to the final salaries and is funded in a manner such that the contribution are set at a level that is expected to be sufficient to pay the benefits falling due in the same period. It is not practicable to determine the present value of the Company's obligation or the related current service cost as the LIC compute its obligation on its own basis that differ materially from the basis used in the Company's financial statements i.e. the company recognized / charged only the amount paid to the LIC as a contribution towards Gratuity Scheme. The expense recognized in the statement of Profit & Loss, which is equal to the contribution due / paid for the year.

6. Previous year's figures have been re-grouped/rearranged wherever necessary so as to confirm to current year's grouping.

7. Information required in terms of Part IV of Schedule VI to the Companies Act 1956 as compiled by the Company is attached.

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Mar 31, 2010

1) Contingent Liabilities not provided for:

Estimated amount of Contracts remaining to be executed on Capital Account (net of advances) & not provided for Rs. 898400/- (P. Y. NIL)..

(Rs in lacs)

As at 31/03/2010 As at 31/03/2009

Outstanding Bank Guarantees 1081.07 780.96

Out standing Foreign Letter of Credit

(73865 US $) NIL 37.41

Outstanding Income Tax Demand for

F. Y. 2006-07 36.62 NIL

2. RELATED PARTY INFORMATION

The company has transactions with following related parties

a) Associates Thermflow Engineers Pvt. Ltd.

b) Key Management Personal

1. Narayanbhai G.Patel

2. Narendrabhai G. Patel

3. D.C.Narumalani

4. Prakashbhai N. Patel

5. Sanjivkumar N. Patel

7. SECURED LOANS

Working Capital from BOB

Working Capital facilities from Bank of Baroda is secured by way of hypothecation of raw-materials, stores and spares, work-in-progress of finished goods and book debts of the company both present and future and first charge on companys plant & machinery and factory land and building situated at Plot no. 805, 806, 807, and 810 at Rakanpur, Tal. Kalol, Dist. Gandhinagar and also equitable mortgage on plot no 811 as collateral security and is also personally guaranteed by the Promoters of the company.

3. In the opinion of the Board of Directors, the current assets, loans and advances are approximately of the value stated, if ealized in the ordinary course of business. The provisions for depreciation and all known and ascertained liabilities are adequate and not in excess of the amounts reasonably necessary.

4. Balances of Sundry debtors, Creditors and loans and advances are subject to confirmation from respective parties.

5. Inventories of finished goods costing around Rs. 1.47 Lacs (P.Y Rs 1.45 lacs) are non-moving in nature. However, the management is of the view that they are in good condition and are realizable in ordinary course of business and therefore, no provision is considered necessary in respect of the said non-moving inventories.

6. The recoveries in respect of certain receivables have become sticky/disputed. However, the company has taken appropriate steps including initiation of legal proceedings wherever required for the purpose of recovery of such sticky book debts. Since the company is fairly confident of successfully recovering majority of the said sticky debts, the company has not considered it necessary for making any provision for doubtful debts. The recoveries of certain sticky / disputed receivables have become suspectable and in opinion of the management they become doubtful. The management is of the opinion that it is in the interest of the company to write off the same and also the company has taken appropriate steps including initiation of legal proceedings where ever required.

The company has taken defined benefit plan i.e. Employee Group Gratuity Scheme from the Life Insurance Corporation (LIC) of India which provides Gratuity linked to the final salaries and is funded in a manner such that the contribution are set at a level that is expected to be sufficient to pay the benefits falling due in the same period. It is not practicable to determine the present value of the Companys obligation or the related current service cost as the LIC compute its obligation on its own basis that differ materially from the basis used in the Companys financial statements i.e. the company recognized / charged only the amount paid to the LIC as a contribution towards Gratuity Scheme. The expense recognized in the statement of Profit & Loss, which is equal to the contribution due / paid for the year. in previous year, if any, relating to amount unpaid as at the balance sheet date together with interest paid or payable as per the requirement under the said Act have not been made. )

7. ADDITIONAL INFORMATION PURSUANT TO THE PROVISIONS OF PARAGRAPH 3 AND 4 OF PART II OF SCHEDULE VI TO THE COMPANIES ACT, 1956.

8. Previous years figures have been re-grouped/rearranged wherever necessary so as to confirm to current years grouping.

9. Information required in terms of part IV of schedule VI to the companies Act, 1956 is attached.