Notes to Accounts of Simmonds Marshall Ltd.

Mar 31, 2025

17. Provisions, Contingent Liabilities and Contingent Assets:

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will
be required to settle the obligation.

Provisions for onerous contracts are recognized when the expected benefits to be derived by the
Company from a contract are lower than the unavoidable costs of meeting the future obligations
under the contract.

A disclosure for contingent liabilities is made where there is a possible obligation or a present
obligation that may probably not require an outflow of resources or an obligation for which the
future outcome cannot be ascertained with reasonable certainty. When there is a possible or a
present obligation where the likelihood of outflow of resources is remote, no provision or disclosure
is made.

Contingent assets are neither recognized nor disclosed in financial statements.

C. RECENT ACCOUNTING PRONOUNCEMENTS:

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules as issued from time to time. On August 12, 2024 and
September 09, 2024, MCA issued the Companies (Indian Accounting Standards) Amendment Rules, 2024
and Companies (Indian Accounting Standards) Second Amendment Rules, 2024 introducing following
changes:

a) Ind AS 117 - Insurance Contracts: Ind AS 117: Insurance Contracts was introduced and Ind AS 104:
Insurance Contracts was withdrawn. This was accompanied with consequent amendments in other
standards.

b) Ind AS 116 - Leases: The amendments clarify accounting treatment for a seller lessee involved in sale
and leaseback transactions and introduced some related illustrative examples.

The above standard are effective from April 01,2024. The Company has reviewed the new pronouncements
and based on its evaluation has determined that it does not have any significant impact in its financial
statements.

Nature & Purpose of the Reserve:

Securities premium account: Securities premium account is credited when shares are issued at premium. The
reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

General reserve: The General reserve is created by way of transfer of profits from retained earnings for
appropriation purposes. This reserve is utilised in accordance with the provisions of the Companies Act, 2013.

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.

Other Comprehensive income (Remeasurement gain/loss on defined benefit plans): Remeasurement of
net defined benefit obligation recognized in other comprehensive income comprises of changes in actuarial
gains and losses and any change in the effect of the asset ceiling, excluding amounts included in net interest on
the net defined benefit liability.

a) During the previous year, the Company had divested/disposed its total stake in its associate company
''Formex Private Limited". The profit on divestment amounting to Rs 187.08 lakhs had been recorded during
the year ended March 31, 2024 and shown as "Exceptional Items".

b) During the previous year, the Company had implemented a Voluntary Retirement Scheme (VRS) for all its
eligible employees. Post the closure of the Scheme, the Company had paid a sum of Rs. 53.23 lakhs to its
employees in the scheme and the same has been disclosed as "Exceptional items".

Note 37 : Segment Reporting
Business Segment

The Company''s Board of Directors consisting of Managing Director together with the Chief Financial Officer
has been identified as the Chief Operating Decision Maker (CODM) as defined under Ind AS 108 "Operating
Segments". The CODM evaluates the Company''s performance and allocates the resources based on an analysis of
various performance indicators. The Company is primarily engaged in the business of manufacture of Industrial
Fasteners, bolts etc. Since all these segments meet the aggregation criteria as per the requirements of Ind AS
108 on ''Operating segments; the management considers these as a single reportable segment. Accordingly,
disclosure of segment information has not been furnished.

(i) All related party transactions entered during the year were in ordinary course of the business and are on
arm''s length basis.

(ii) No amounts in respect of related parties have been written off / written back during the year, nor any
provision been made for doubtful debts / receivables during the year.

(iii) * The above figures do not include payment for provident & other funds. Also, figures for provisions
of compensated expenses and gratuity are not included as separate actuarial valuations are not
available.

(iv) ** Refer Note no. 49 on Lease accounting

(v) Working Capital loan of Rs 2,574.27 lakhs (as at March 31, 2024 - Rs. 2,537.68 lakhs) is secured against the
personal guarantee of Chairman & Managing Director of the Company.

DISCLOSURE PURSUANT TO IND AS - 19 "EMPLOYEE BENEFITS"

i) Gratuity: In accordance with the applicable laws, the Company provides for gratuity, a defined benefit
retirement plan ("The Gratuity Plan") covering eligible employees. The Gratuity Plan provides for a lump
sum payment to vested employees on retirement (sublect to completion of five years of continuous
employment), death, incapacitation or termination of employment that are based on last drawn salary and
tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation on
the reporting date and the Company makes annual contribution to the gratuity fund administered by Life
Insurance Corporation of India under Group Gratuity Scheme.

The sensitivity analysis above have been determined based on reasonable possible changes of the respective
assumptions occurring at the end of the reporting period and may not be representative of the actual change.
It is based on a change in the key assumption while holding all other assumptions constant. When calculating
the sensitivity to the assumption, the same method used to calculate the liability recognised in the balance
sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not
change as compared with the previous period.

The fair values of the financial assets and liabilities are 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:

1. Fair value of cash and short-term deposits, trade and other short term receivables, trade payables,
other current liabilities, short term loans from banks and other financial institutions approximate
their carrying amounts largely due to short term maturities of these instruments.

2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on
parameters such as interest rates and individual credit worthiness of the counterparty. Based on this
evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair
value of such instruments is not materially different from their carrying amounts.

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

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

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are
observable, either directly or indirectly.

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not
based on observable market data.

C. Fair value estimation

For financial instruments measured at fair value in the Balance Sheet, a three level fair value hierarchy is used
that reflects the significance of inputs used in the measurements. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest
priority to unobservable inputs (Level 3 measurements).

The categories used are as follows:

• Level 1: quoted prices for identical instruments

• Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and

• Level 3: inputs which are not based on observable market data.

There were no significant changes in classification and no significant movements between the fair value
hierarchy classifications of financial assets and financial liabilities during the years.

Note 46 : Financial risk factors

The Company''s principal financial liabilities comprise of loans, borrowings, trade and other payables. The
purpose of these financial liabilities is to finance the Company''s operations and to provide support its operations.
The Company''s principal financial assets, trade and other receivables and cash & cash equivalents derive their
value directly from its operations.

The Company''s activities exposes it to Liquidity Risk, Market Risk and Credit risk. The Board of Directors reviews
and approves policies for managing each of these risks, which are summarised as below

a) Liquidity risk

The risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are
settled by delivering cash or another financial asset. Liquidity risk management implies maintaining sufficient
cash including availability of funding through an adequate amount of committed credit facilities to meet the
obligations as and when due.

The Company manages its liquidity risk by ensuring as far as possible that it will have sufficient liquidity to meet
its short tem and long term liabilities as and when due. Anticipated future cash flows, undrawn committed
credit facilities are expected to be sufficient to meet the liquidity requirements of the Company.

(iii) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate
because of changes in market interest rates. The Company''s long term borrowings have fixed rate of interest
and are carried at amortised costs. The interest rate risk exposure is mainly from changes in fixed and floating
interest rates. The interest rate are disclosed in the respective notes to the financial statement of the Company.
The following table analyse the breakdown of the financial liabilities by type of interest rate:

(c) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual
obligations. The Company is exposed to credit risks from its operating activities, primarily trade receivables, cash
and cash equivalents, deposits with banks and other financial instruments.

To manage the credit risk from trade receivables, the Company periodically assess financial reliability of
customers, taking into account the financial condition, current economic trends, and analysis of historical bad
debts and ageing of trade receivable. Individual risk limits are set accordingly. The Company considers the
probability of default upon initial recognition of asset and whether there has been a significant increase in credit
risk on an ongoing basis through each reporting period.

Trade and other receivables

The Company considers the probability of default upon initial recognition of assets and whether there has been
a significant increase in credit risks on an ongoing basis throughout each reporting period. The average credit
period allowed to the customers is in the range of 45-90 days.

To assess whether there is a significant change increase in credit risk the Company compares the risks of default
occurring on the assets as at the reporting date with the risk of default as at the date of initial recognition. It
considers the reasonable and supportive forward looking information such as:

(i) Actual or expected significant adverse changes in business.

(ii) Actual or expected significant changes in the operating results of the counterparty.

(iii) Financial or economic conditions that are expected to cause a significant change to the counterparty''s
ability to meet its obligations

(iv) Significant increase in credit risk on other financial instruments of same counterparty

Note 48 : Capital risk management

The Company''s objectives when managing capital are to :

♦ safeguard their ability to continue as a going concern, so that they can continue to provide returns for
shareholders and benefits for other stakeholders, and

♦ maintain an optimal capital structure to reduce the cost of capital

In order to maintain or adjust the capital structure, the Company may issue new shares, adjust the amount of
dividends paid to shareholders etc.

Note 50

The Company has been maintaining its books of accounts in the SAP which has feature of recording audit trail of
each and every transaction, creating an edit log of each change made in books of account along with the date
when such changes were made and ensuring that the audit trail cannot be disabled, throughout the year as
required by proviso to sub rule (1) of Rule 3 of The Companies (Accounts) Rules, 2014 known as the Companies
(Accounts) Amendment Rules, 2021.

Additionally, The Company is in compliance with the preservation of audit trail as per the statutory requirements
for record retention.

Note51: Other statutory information

a) The Company does not have any benami property, where any proceeding has been initiated or pending
against the Company for holding any benami property.

b) The Company does not have any transactions with companies struck off.

c) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period.

d) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

e) 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

i) 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

ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

f) The Company has not received any fund from any person(s) or entity(ies), including foreign entities
(funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall

i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the funding party (ultimate beneficiaries) or

ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

g) 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.

h) The Company has complied with the number of layers prescribed under clause (87) of Section 2 of the Act
read with the Companies (Restriction on number of Layers) Rules, 2017.

i) The quarterly returns or statements of current assets filed by the Company with banks or financial
institutions are in agreement with the books of accounts.

j) The Company is not declared wilful defaulter by any bank or financial institution or lender during the year.

k) The Company has used the borrowings from banks and financial institutions for the specific purpose for
which it was taken as at Balance sheet date.

Note 52

Certain financial assets and financial liabilities are subject to formal confirmations and reconciliations, if any. The
Management, however, is confident that the impact whereof for the year on the financial statements will not be
material.

Note 53:

Previous year''s figures have been regrouped / rearranged wherever necessary to conform to the current year''s
classification.

Note 54 :

The financial statements were approved for issue by the Board of Directors on May 26, 2025.

Signature to Notes 1 to 54

For and on behalf of the Board of Directors

I M PANJU N S MARSHALL

Whole time Director Managing Director

DIN:00121748 DIN:00085754

DHRUV PANDYA S KHANDELWAL

Chief Financial Officer Company Secretary

Membership No.: ACA 132013 Membership No.: ACS 48860

Place: Mumbai
Date: May 26, 2025

---

Mar 31, 2024

Rights of equity shareholders

The Company has one class of equity shares having a par value of Rs 2 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. 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.

e) The Company has not issued any shares by way of bonus or for consideration other than cash and has not bought back any shares during the period of five years immediately preceding the reporting date.

Nature & Purpose of the Reserve:

Securities premium account: Securities premium account is credited when shares are issued at premium. The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

General reserve: The General reserve is created by way of transfer of profits from retained earnings for appropriation purposes. This reserve is utilised in accordance with the provisions of the Companies Act, 2013.

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.

(i) Working capital loans are secured by way of pari passu charge over present and future movable fixed assets of the Company and hypothecation of raw materials, finished goods, stores & spares, book debts etc. in favour of consortium of banks other than specific assets financed by respective banks.

(ii) Further, secured against the personal guarantee of the Managing Director of the Company.

(iii) Working capital loans carries interest ranging 9.25% to 11.85% p.a. (previous year - ranging 9.25% to 12.80% p.a.)

a) During the year, the Company had divested/disposed its total stake in its associate company ''Formex Private Limited". The profit on divestment amounting to Rs 187.08 lakhs is recorded during the year ended March 31, 2024 and shown as "Exceptional Items".

b) During the year, the Company had implemented a Voluntary Retirement Scheme (VRS) for all its eligible employees. Post the closure of the Scheme the Company had paid a sum of Rs. 53.23 lakhs to its employees in the scheme and the same has been disclosed as "Exceptional item".

Note 34 : Contingent liabilities		Rs. in Lakhs
Particulars	As at	As at
	March 31, 2024	March 31, 2023
Claims against the Company not acknowledged as debts (i) Disputed Income Tax matters*	23.20	23.20
(ii) Disputed Sales Tax matters*	-	2.19
	23.20	25.39

* Includes interest upto the date of demand

Note:- The Company''s pending litigations comprise of claims against the Company and proceedings pending with tax and other authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and disclosed the contingent liabilities, wherever applicable, in its financial statements. The Company does not reasonably expect the outcome of these proceedings to have a material impact on its financial statements.

Note 35 : Commitments		Rs. in Lakhs
Particulars	As at March 31, 2024	As at March 31, 2023
Estimated amounts of contracts remaining to be executed on capital account and not provided for:
Property, plant and equipment (net of capital advances of Rs 226.37 lakhs; previous year Rs 3.41 Lakhs)	401.23	468.56
	401.23	468.56

Note 37 : Segment Reporting Business Segment

The Company''s Board of Directors consisting of Managing Director together with the Chief Financial Officer has been identified as the Chief Operating Decision Maker (CODM) as defined under Ind AS 108 "Operating Segments". The CODM evaluates the Company''s performance and allocates the resources based on an analysis of various performance indicators. The Company is primarily engaged in the business of manufacture of Industrial Fasteners, bolts etc. Since all these segments meet the aggregation criteria as per the requirements of Ind AS 108 on ''Operating segments; the management considers these as a single reportable segment. Accordingly, disclosure of segment information has not been furnished.

Geographical Segment

Revenue is segregated into two segments namely India (sales to customer within India) and other countries (sales to customer outside India) on the basis of geographical location of customers for the purpose of reporting geographical segments. All non current assets are located within India. The accounting policy adopted for segment reporting are in line with the accounting policies adopted for the preparation of financial statements.

(i) All related party transactions entered during the year were in ordinary course of the business and are on arm''s length basis.

(ii) No amounts in respect of related parties have been written off / written back during the year, nor any provision been made for doubtful debts / receivables during the year.

(iii) Related party relationships have been identified by the management and relied upon by the Auditors.

(iv) * The above figures do not include payment for provident & other funds. Also, figures for provisions of compensated expenses and gratuity are not included as separate actuarial valuations are not available.

(v) ** Refer Note no. 49 on Lease accounting

(vi) Working Capital loan is secured against the personal guarantee of Managing Director of the Company.

DISCLOSURE PURSUANT TO IND AS - 19 "EMPLOYEE BENEFITS"

i) Gratuity: In accordance with the applicable laws, the Company provides for gratuity, a defined benefit retirement plan ("The Gratuity Plan") covering eligible employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement (subject to completion of five years of continuous employment), death, incapacitation or termination of employment that are based on last drawn salary and tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation on the reporting date and the Company makes annual contribution to the gratuity fund administered by Life Insurance Corporation of India under Group Gratuity Scheme.

D. Assumptions

With the objective of presenting the plan assets and plan liabilities of the defined benefits plans at their fair value on the balance sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date

The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the same method used to calculate the liability recognised in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change as compared with the previous period.

ii) Compensated Absences: The Company permits encashment of compensated absence accumulated by their employees on retirement, separation and during the course of service. The liability in respect of the Company, for outstanding balance of leave at the balance sheet date is determined and provided on the basis of actuarial valuation as on March 31, 2024 performed by an independent actuary. The Company doesn''t maintain any plan assets to fund its obligation towards compensated absences.

The fair values of the financial assets and liabilities are 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:

1. Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short term maturities of these instruments.

2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counter-party. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts."

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

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

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

C. Fair value estimation

For financial instruments measured at fair value in the Balance Sheet, a three level fair value hierarchy is used that reflects the significance of inputs used in the measurements. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).

The categories used are as follows:

• Level 1: quoted prices for identical instruments

• Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and

• Level 3: inputs which are not based on observable market data.

There were no significant changes in classification and no significant movements between the fair value hierarchy classifications of financial assets and financial liabilities during the years.

Note 46 : Financial risk factors

The Company''s principal financial liabilities comprise of loans, borrowings, trade and other payables. The purpose of these financial liabilities is to finance the Company''s operations and to provide support its operations. The Company''s principal financial assets, trade and other receivables and cash & cash equivalents derive their value directly from its operations.

The Company''s activities exposes it to Liquidity Risk, Market Risk and Credit risk. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised as below

a) Liquidity risk

The risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk management implies maintaining sufficient cash including availability of funding through an adequate amount of committed credit facilities to meet the obligations as and when due.

The Company manages its liquidity risk by ensuring as far as possible that it will have sufficient liquidity to meet its short term and long term liabilities as and when due. Anticipated future cash flows, undrawn committed credit facilities are expected to be sufficient to meet the liquidity requirements of the Company.

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. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits , foreign currency receivables, payables and loans and borrowings.

(i) Foreign currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has foreign currency trade payables, receivables and borrowings and is therefore exposed to foreign exchange risk. The exchange rates have been volatile in the recent years and may continue to be volatile in the future. Hence the operating results and financials of the Company may be impacted due to volatility of the rupee against foreign currencies. The Company is not significantly exposed to foreign currency risk due to their limited transaction in the foreign currency.

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates. The Company''s long term borrowings have fixed rate of interest and are carried at amortised costs. The interest rate risk exposure is mainly from changes in fixed and floating interest rates. The interest rate are disclosed in the respective notes to the financial statement of the Company. The following table analyse the breakdown of the financial liabilities by type of interest rate:

(c) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. The Company is exposed to credit risks from its operating activities, primarily trade receivables, cash and cash equivalents, deposits with banks and other financial instruments.

To manage the credit risk from trade receivables, the Company periodically assess financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly. The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period.

Trade and other receivables

The Company considers the probability of default upon initial recognition of assets and whether there has been a significant increase in credit risks on an ongoing basis throughout each reporting period. The average credit period allowed to the customers is in the range of 30-90 days.

To assess whether there is a significant change increase in credit risk the Company compares the risks of default occurring on the assets as at the reporting date with the risk of default as at the date of initial recognition. It considers the reasonable and supportive forward looking information such as:

(i) Actual or expected significant adverse changes in business.

(ii) Actual or expected significant changes in the operating results of the counterparty.

(iii) Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its obligations

(iv) Significant increase in credit risk on other financial instruments of same counterparty

Note 48 : Capital risk management

The Company''s objectives when managing capital are to :

♦ Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

♦ Maintain an optimal capital structure to reduce the cost of capital

In order to maintain or adjust the capital structure, the Company may issue new shares, adjust the amount of dividends paid to shareholders etc.

Leases

The Company had taken land and building on lease from a related party for a period of 29 years and the lease agreement is in the process of getting excecuted . As per Ind AS 116 "Leases'', the Company had recognised the lease liability at the present value of remaining lease payments, discounted at the Company''s incremental borrowing rate of 10% p.a. and Right of use asset was recognised at amount equal to accrued lease payments. The details are as follows:

Note 50

The Company has been maintaining its books of accounts in the SAP which has feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled, throughout the year as required by proviso to sub rule (1) of rule 3 of The Companies (Accounts) Rules, 2014 known as the Companies (Accounts) Amendment Rules, 2021.

Note51: Other statutory information

a) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

b) The Company does not have any transactions with companies struck off.

c) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

d) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

e) 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

i) 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

ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

f) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall

i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or

ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

g) 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.

h) The Company has complied with the number of layers prescribed under clause (87) of Section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

i) The quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.

j) The Company is not declared wilful defaulter by any bank or financial institution or lender during the year.

k) The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken as at Balance sheet date.

Note 52

Certain financial assets and financial liabilities are subject to formal confirmations and reconciliations, if any. The Management, however, is confident that the impact whereof for the year on the financial statements will not be material.

Note 53:

Previous year''s figures have been regrouped / rearranged wherever necessary to conform to the current year''s classification.

Note 54 :

The financial statements were approved for issue by the Board of Directors on May 30, 2024.

---

Mar 31, 2023

17. Provisions, Contingent Liabilities and Contingent Assets:

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

Provisionsfor onerous contracts arerecognized when the expected benefits to be derived by the Company from a contract arelower than the unavoidable costs ofmeeting the future obligations under the contract. A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that may probably not require an outflow of resources or an obligation for which the future outcome cannot be ascertained with reasonable certainty. When there is a possible or a present obligation where the likelihood of outflow of resources is remote, no provision or disclosure is made.

Contingent assets are neither recognized nor disclosed in financial statements.

b) Rights of equity shareholders

The Company has one class of equity shares having a par value of Rs 2 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. 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.

Securities premium account: Securities premium account is credited when shares are issued at premium. The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

General reserve: The General reserve is created by way of transfer of profits from retained earnings for appropriation purposes. This reserve is utilised in accordance with the provisions of the Companies Act, 2013. 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.

Note:

(i) Working capital loans are secured by way of pari passu charge over present and future movable fixed assets of the company and hypothecation of raw materials, finished goods, stores & spares, book debts etc. in favour of consortium of banks other than specific assets financed by respective banks.

(ii) Further, secured against the personal guarantee of Managing Director of the Company.

(iii) Working capital loans carries interest ranging 9.25% to 12.80% p.a. (previous year - ranging 9.25% to 10.05% p.a.)

Note 36 : Segment Reporting Business Segment

The Company''s Board of Directors consisting of Managing Director together with the Chief Financial Officer has been identified as the Chief Operating Decision Maker (CODM) as defined under Ind AS 108 "Operating Segments". The CODM evaluates the Company''s performance and allocates the resources based on an analysis of various performance indicators. The Company is primarily engaged in the business of manufacture of Industrial Fasteners, bolts etc. Since all these segments meet the aggregation criteria as per the requirements of Ind AS 108 on ''Operating segments; the management considers these as a single reportable segment. Accordingly, disclosure of segment information has not been furnished.

Geographical Segment

Revenue is segregated into two segments namely India (sales to customer within India) and other countries (sales to customer outside India) on the basis of geographical location of customers for the purpose of reporting geographical segments. All non current assets are located within India. The accounting policy adopted for segment reporting are in line with the accounting policies adopted for the preparation of financial statements.

Note 40 : Related party transactions A. Details of related parties Parties where control exists :

Subsidiary

Stud India - Partnership Firm

Associate and other related parties with whom transaction have been entered during the course of business:

Associate

Formex Private Limited

Key Management Personnel (KMP)

Notes:

(i) All related party transactions entered during the year were in ordinary course of the business and are on arm''s length basis.

(ii) No amounts in respect of related parties have been written off / written back during the year, nor has any provision been made for doubtful debts / receivables during the year.

(iii) Related party relationships have been identified by the management and relied upon by the Auditors.

(iv) * The above figures do not include payment for provident and other funds. Also, figures for provisions of compensated absences and gratuity are not included as separate actuarial valuations are not available.

(v) ** Refer Note no. 48 on Lease accounting

(vi) Working Capital loan is secured against the personal guarantee of Managing Director of the Company.

Note 42 :

DISCLOSURE PURSUANT TO IND AS - 19 "EMPLOYEE BENEFITS"

i) Gratuity: In accordance with the applicable laws, the Company provides for gratuity, a defined benefit retirement plan ("The Gratuity Plan") covering eligible employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement (subject to completion of five years of continuous employment), death, incapacitation or termination of employment that are based on last drawn salary and tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation on the reporting date and the Company makes annual contribution to the gratuity fund administered by Life Insurance Corporation of India under Group Gratuity Scheme.

The disclosure in respect of the defined Gratuity Plan are given below:

The fair values of the financial assets and liabilities are 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:

1. Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short term maturities of these instruments.

2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts."

The Company''s principal financial liabilities comprise of loans, borrowings, trade and other payables. The purpose of these financial liabilities is to finance the Company''s operations and to provide support its operations. The Company''s principal financial assets comprise of trade and other receivables and cash & cash equivalents and derive their value directly from its operations.

The Company''s activities exposes it to Liquidity Risk, Market Risk and Credit risk. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised as below.

Liquidity risk

The risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk management implies maintaining sufficient cash including availability of funding through an adequate amount of committed credit facilities to meet the obligations as and when due.

The Company manages its liquidity risk by ensuring as far as possible that it will have sufficient liquidity to meet its short tem and long term liabilities as and when due. Anticipated future cash flows, undrawn committed credit facilities are expected to be sufficient to meet the liquidity requirements of the Company.

(b) 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 riskand commodity risk.The value ofafinancial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market price risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits , foreign currency receivables, payables and loans and borrowings. (i) Foreign currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has foreign currency trade payables, receivables and borrowings and is therefore exposed to foreign exchange risk. The exchange rates have been volatile in the recent years and may continue to be volatile in the future. Hence the operating results and financials of the Company may be impacted due to volatility of the rupee against foreign currencies. The Company is not significantly exposed to foreign currency risk due to their limited transaction in the foreign currency.

i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or

ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

f) 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.

g) The Company has complied with the number of layers prescribed under clause (87) of Section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

h) The quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.

i) The Company is not declared wilful defaulter by any bank or financial institution or lender during the year. Note50: Certain financial assets and financial liabilities are subject to formal confirmations and reconciliations, if any. The Management, however, is confident that the impact whereof for the year on the financial statements will not be material.

Note 51: The President has given his assent to the Code on Social Security, 2020 ("Code") in September 2020. On 13th November, 2020, the Ministry of Labour and Employment released draft rules for the Code. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact once the subject rules are notified and will give appropriate impact to its financial statements in the period in which the Code becomes effective.

Note 52 Recent accounting pronouncements:

The Ministry of Corporate Affairs ("MCA") notifies new standards or amendments under Companies (Indian Accounting Standards) Rules as issued from time to time. On 31st March, 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from 1st April, 2023, as below:

(a) Ind AS 1 - Presentation of Financial Statements - The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general purpose financial statements.

(b) Ind AS 12 - Income Taxes - The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the Initial recognition exemption of Ind AS 12 so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. Accordingly, companies will need to recognise a deferred tax asset and a deferred tax liability for temporary differences arising on transactions such as initial recognition of a lease and a decommissioning provision.

(d) Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors - The definition of a change in accounting estimates" has been replaced with a definition of "accounting estimates". Accounting estimates are defined as "monetary amounts in financial statements that are subject to measurement uncertainty". Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty.

The Company is in the process of evaluating the impact of these amendments.

Note 53: Previous year''s figures have been regrouped / rearranged wherever necessary to conform to the current year''s classification.

Note 54 : The financial statements were approved for issue by the Board of Directors on May 30, 2023. Signature to Notes 1 to 54

I M PANJU N S MARSHALL

Whole time Director Managing Director

DIN:00121748 DIN:00085754

Place : Mumbai V VERMA N GUPTA

Date: May 30, 2023 Chief Financial Officer Group Secretary

---

Mar 31, 2018

A. CORPORATE INFORMATION:

Simmonds Marshall Limited (‘The Company’) is a public limited company domiciled in India. Its shares are listed on BSE Limited (Bombay Stock Exchange). The Company is primarily engaged in the business of manufacture of Industrial Fasteners such as nuts, bolts etc.

b) Rights of equity shareholders

The Company has one class of equity shares having a par value of Rs 2 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. 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.

d) The Company has not issued any shares by way of bonus or for consideration other than cash and has not bought back any shares during the period of five years immediately preceding the reporting date.

e) Dividend paid and proposed - Refer note no 43 (c)

Note:

(i) Working capital loans are secured by way of hypothecation of raw materials, finished goods, stores & spares, book debts etc. and pledge of entire block of assets (both present & future) in favour of consortium of banks on pari pasu other than specific assets financed by respective banks.

(ii) Working capital loan carries interest ranging 9.30% to 9.80% (as at 31st March, 2017 ranging 9.65% to 9.80%, as at 1st April, 2016 ranging 11% to 12.75%)

(iii) All loans are secured against the personal guarantee of Managing Director of the Company.

Note 1 : Segment Reporting Business Segment

The Company’s Board of Directors consisting of Managing Director together with the Chief Financial Officer has been identified as the Chief Operating Decision Maker (CODM) as defined under Ind AS 108 “Operating Segments”. The CODM evaluates the Company’s performance and allocates the resources based on an analysis of various performance indicators. The Company is primarily engaged in the business of manufacture of Industrial Fasteners such as nuts, bolts etc. Since all these segments meet the aggregation criteria as per the requirements of Ind AS 108 on ‘Operating segments, the management considers these as a single reportable segment. Accordingly, disclosure of segment information has not been furnished.

Geographical Segment

Revenue is segregated into two segments namely India (sales to customer within India) and other countries (sales to customer outside India) on the basis of geographical location of customers for the purpose of reporting geographical segments.

The accounting policy adopted for segment reporting are in line with the accounting policies adopted for the preparation of financial statements.

Note 2 : Disclosure under MSMED Act, 2006

The details of amounts outstanding to Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act), based on the available information with the Company are as under:

Note 3 : Corporate Social Responsibility

Gross amount required to be spent by the Group as per Section 135 of Companies Act, 2013 during the year is Rs 21.04 Lakhs - including unspent of Rs 2.59 Lakhs for earlier years (Previous year Rs 27.59 Lakhs) and amount actually spent during the year is Rs 21.05 Lakhs (Previous year Rs 25.00 Lakhs), the details of which is as given below:

Notes to the financial statements Note 37 : Related party transactions

A. Details of related parties Name of related parties Subsidiary

Stud India - Partnership Firm

Associate Company

Formex Private Limited

Key Management Personnel (KMP)

Mr. S. J. Marshall (Chairman)

Mr. N. S. Marshall (Managing Director)

Mr. I. M. Panju (Whole-Time Director)

Mr. N.D. Bharucha (Chief Financial Officer - Upto 10th August, 2016)

Mr. V. Verma (Chief Financial Officer - w.e.f. 11th August, 2016)

Mrs. N. Darak (Company Secretary - Upto 30th June, 2016)

Mr. N. Gupta (Company Secretary - w.e.f. 01st July, 2016)

Relatives of Key Management Personnel (KMP)

Mrs. N.N.Bharucha (Upto 10th August, 2016)

Companies and Enterprises in which KMP’s / Relative of KMP’s can exercise significant influence with whom transactions have been entered during the year

Corrodyne Coatings Pvt. Ltd.

J. N. Marshall & Co.(Steel Department)

J. N. Marsall & Co. (Custom House Clearing Agents)

J. N. Marshall Pvt. Ltd.

Marshall Real Estate and Investment Corporation Marshall Charitable Foundation Forbes Marshall Pvt. Ltd.

Notes:

(i) All related party transactions entered during the year were in ordinary course of the business and are on arm’s length basis.

(ii) No amounts in respect of related parties have been written off / written back during the year, nor has any provision been made for doubtful debts / receivables during the year.

(iii) Related party relationships have been identified by the management and relied upon by the Auditors.

Note 4 : Lease Transactions

The Company’s significant leasing arrangements are in respect of operating lease for premises. The period of agreement is generally for two to three years and is renewable by mutual consent. The aggregate lease rental expense recognised in statement of Profit & Loss for the year is Rs 267.31 lakhs (Previous year Rs 236.80 lakhs)

Note 5 : DISCLOSURE PURSUANT TO IND AS - 19 “EMPLOYEE BENEFITS”

i) Gratuity: In accordance with the applicable laws, the Company provides for gratuity, a defined benefit retirement plan (“The Gratuity Plan”) covering eligible employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement (subject to completion of five years of continuous employment), death, incapacitation or termination of employment that are based on last drawn salary and tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation on the reporting date and the Company makes annual contribution to the gratuity fund administered by Life Insurance Corporation of India under Group Gratuity Scheme.

The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the same method used to calculate the liability recognised in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.

Compensated Absences: The Company permits encashment of compensated absence accumulated by their employees on retirement, separation and during the course of service. The liability in respect of the Company, for outstanding balance of leave at the balance sheet date is determined and provided on the basis of actuarial valuation as on 31st March, 2018 performed by an independent actuary. The Company doesn’t maintain any plan assets to fund its obligation towards compensated absences.

The disclosure in respect of the defined Compensated Absences are given below:

Note 6 : Financial instruments

The fair values of the financial assets and liabilities are 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:

1. Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short term maturities of these instruments.

2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counter party. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.

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

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

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

The carrying amounts and fair values of financial instruments by category are as follows:

c. Fair value estimation

For financial instruments measured at fair value in the Balance Sheet, a three level fair value hierarchy is used that reflects the significance of inputs used in the measurements. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).

The categories used are as follows:

- Level 1: quoted prices for identical instruments

- Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and

- Level 3: inputs which are not based on observable market data.

For assets and liabilities which are carried at fair value, the classification of fair value calculations by category is summarised below:

There were no significant changes in classification and no significant movements between the fair value hierarchy classifications of financial assets and financial liabilities during the years.

Note 7 : Financial risk factors

The Company’s principal financial liabilities comprise loans and borrowings, trade and other payables. The purpose of these financial liabilities is to finance the Company’s operations and to provide to support its operations. The Company’s principal financial assets trade and other receivables and cash and cash equivalents that derive directly from its operations.

The Company’s activities exposes it to Liquidity Risk, Market Risk and Credit risk. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised as below

(a) Liquidity risk

The risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk management implies maintenance sufficient cash including availability of funding through an adequate amount of committed credit facilities to meet the obligations as and when due.

The Company manages its liquidity risk by ensuring as far as possible that it will have sufficient liquidity to meet its short tem and long term liabilities as and when due. Anticipated future cash flows, undrawn committed credit facilities are expected to be sufficient to meet the liquidity requirements of the Company.

(i) Financing arrangements:

The Company has access to the following undrawn borrowing facilities as at the end of the reporting period:

(b) 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. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits , foreign currency receivables, payables and loans and borrowings.

Notes to the financial statements (i) Foreign currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has foreign currency trade payables and receivables and is therefore exposed to foreign exchange risk. The exchange rates have been volatile in the recent years and may continue to be volatile in the future. Hence the operating results and financials of the Company may be impacted due to volatility of the rupee against foreign currencies. The Company is not significantly exposed to foreign currency risk due to their limited transaction in the foreign currency.

(ii) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates. The Company’s long term borrowings have fixed rate of interest and are carried at amortised costs. The interest rate risk exposure is mainly from changes in fixed and floating interest rates. The interest rates are disclosed in the respective notes to the financial statement of the Company. The following table analyse the breakdown of the financial assets and liabilities by type of interest rate:

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

(c) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. The Company is exposed to credit risks from its operating activities, primarily trade receivables, cash and cash equivalents, deposits with banks and other financial instruments.

To manage the credit risk from trade receivables, the Company periodically assess financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly. The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period.

Trade and other receivables

The Company considers the probability of default upon initial recognition of assets and whether there has been a significant increase in credit risks on an ongoing basis throughout each reporting period. The average credit period allowed to the customers is in the range of 30-90 days.

To assess whether there is a significant change / increase in credit risk the Company compares the risks of default occurring on the assets as at the reporting date with the risk of default as at the date of initial recognition. It considers the reasonable and supportive forward looking information such as:

(i) Actual or expected significant adverse changes in business.

(ii) Actual or expected significant changes in the operating results of the counter party.

(iii) Financial or economic conditions that are expected to cause a significant change to the counter party’s ability to meet its obligations

(iv) Significant increase in credit risk on other financial instruments of same counter party

Note 8 : Capital risk management

(a) The Company’s objectives when managing capital are to :

* safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

* maintain an optimal capital structure to reduce the cost of capital

In order to maintain or adjust the capital structure, the Company may issue new shares, adjust the amount of dividends paid to shareholders etc.

The Company monitors capital using a gearing ratio being a ratio of net debt as a percentage of total capital.

(b) Assets pledged as security

The carrying amounts of assets pledged as security for current and non-current borrowings are:

(c) Dividends

The Company follows the policy of Dividend for every financial year as may be decided by Board considering financial performance of the company and other internal and external factors enumerated in the Company dividend policy.

Note 9 : First time adoption of Ind AS

The accounting policies set out in Note 1, have been applied in preparing the financial statements from the year ended March 31, 2018, the comparative information presented in these financial statements for the year ended March 31, 2017 and in the preparation of an opening Ind AS balance sheet at April 01, 2016 (the Company’s date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and notes.

Exemptions and exceptions availed

A. Ind AS optional exemptions

(i) Deemed Cost

The Company on first time adoption of Ind AS, has elected to continue with the carrying value for all of its property, plant & equipment and other intangible assets as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed costs as at the date of transition.

(ii) Investments in subsidiaries and associate

The Company present separate financial statement wherein Ind AS 27 requires it to measure its investment in subsidiaries and associate either at cost or in accordance with the Ind AS 109. The Company at first time adoption has measured such investment at cost in accordance with the Ind AS 27, wherein it has option to measure the investments in its separate opening Ind AS balance sheet at cost as determined in accordance with Ind AS 27 or deemed cost. Deemed cost shall be fair value at the entity’s date of transition to Ind AS in its separate financial statement or previous GAAP carrying amount as on that date. The Company has adopted deemed cost being previous GAAP carrying amount as on date of transition.

B. Ind AS mandatory exemptions

(i) Estimates

An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies).

Ind AS estimates as at April 01, 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP.

The Company made estimates for following item in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

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

(ii) Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment in debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

(iii) De-recognition of financial assets and financial liabilities

The Company has elected to apply derecognition requirements for financial assets and financial liabilities in Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS.

C. Transition to Ind AS - Reconciliations

The following reconciliations provide a quantification of the effect of significant differences arising from the transition from previous GAAP to Ind AS in accordance with Ind AS 101:

(i) Reconciliation of Balance sheet as at April 1, 2016 (Transition date)

(ii) A. Reconciliation of Balance sheet as at March 31, 2017

B. Reconciliation of total comprehensive income for the year ended March 31, 2017

(iii) Reconciliation of Equity as at April 1, 2016 and March 31, 2017

(iv) Impact on cash flow statement for the period ended March 31, 2017

The presentation requirements under previous GAAP differs from Ind AS and hence Previous GAAP information has been regrouped for ease of reconciliation with Ind AS. The regrouped previous GAAP information is derived from the Financial Statements of the Company prepared in accordance with previous GAAP.

(i) Proposed Dividend

Under the previous GAAP, dividend proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as subsequent events. Accordingly, provision for proposed dividend including dividend distribution tax was recognised as liability. Under Ind AS, such dividends are recognised when the same is approved by the shareholders in the general meeting.

(ii) Remeasurement of post employment benefit obligations

Under Ind AS, re-measurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in Other Comprehensive Income (OCI) instead of profit or loss. Under the previous GAAP, these re-measurements were forming part of the profit or loss for the year. As a result of this change there is no impact on the total equity as at March 31, 2017.

(iii) Adjustments to revenue:

Under previous GAAP, the Company accounted revenue net of trade discounts, sales taxes and excise duties. Under Ind AS, revenue is being recognised at fair value of consideration received or receivable, gross of excise duty. Excise duty is being charged under Other expenses. Any sales incentive, discounts or rebates in any form including cash discounts given to customer are being considered as reductions to selling price and revenue is presented on net basis.

(iv) Deferred taxes:

Under previous GAAP, deferred taxes were recognised based on profit and loss approach i.e. tax impact on difference between the accounting income and taxable income. Under Ind AS, deferred tax is being recognised by following balance sheet approach i.e. tax impact on temporary difference between the carrying value of asset and liabilities in the books and their respective tax base. Also, deferred tax have been recognised on the adjustments made on transition to Ind AS. Deferred tax asset has been recognised to the extent Company has reasonable certainty over future taxable profits as against virtual certainty under the previous GAAP.

(v) Other Comprehensive Income:

Under Ind AS, all items of income and expense recognised during the year should be included in profit or loss for the year, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss are shown in the Statement of Profit and Loss as “other comprehensive income” OCI for the Company includes re-measurement of defined benefit plans of Rs 36.56 lakhs net of taxes. The concept of other comprehensive income did not exist under previous GAAP.

(vi) Financial Liabilities:

Borrowings and other financial liabilities which were recognised at historical cost under previous GAAP have been recognised at amortised cost under IND AS with the difference been adjusted to opening retained earnings.

(vii) Financial Assets:

Under the previous GAAP, interest free security deposits are recorded at transaction price. Under Ind AS All financial assets are required to be recognised at fair value. Accordingly, the Company has fair valued the security deposits and the difference between the fair value and transaction value of the security deposit has been recognised as prepaid rent.

(viii) Amortisation of goodwill:

Business Combination requires impairment testing of goodwill. The Company has done impairment testing of goodwill as on date of transition and no impairment is required. Thus, amortisation of goodwill charged to Statement of Profit and Loss is reversed.

(ix) Expected credit loss allowance:

The Company recognises a loss allowance on trade receivables which is measured using Life time Expected Credit Losses (ECL).

Note 10 : Recent accounting pronouncements

IND AS 115 - Revenue from Contracts with Customers

On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Ind AS 115, Revenue from Contract with Customers effective from April 1, 2018. The core principle of the new standard is that an entity should recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service (i.e. an asset) to a customer. An asset is transferred when (or as) the customer obtains control of that asset. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.

Control of an asset refers to the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Control includes the ability to prevent other entities from directing the use of, and obtaining the benefits from, an asset.

Ind AS 21 - Foreign currency transactions and advance consideration:

On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 effective from April 1, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency.

Ind AS 12 - Income Taxes:

Amendments to Ind AS 12, Income Taxes clarifying the requirements for recognising deferred tax assets on unrealised losses. The amendments clarify the accounting for deferred tax where an asset is measured at fair value and that fair value is below the asset’s tax base. They also clarify certain other aspects of accounting for deferred tax assets. These amendments only clarify the existence of guidance of Ind AS 12 and do not change the underlying principles for recognition of deferred tax asset.

The management is yet to assess the impact of the aforesaid amendments on the Company’s financial information.

Note 11 : Certain financial assets and financial liabilities are subject to formal confirmations and reconciliations, if any. The Management, however, is confident that the impact whereof for the year on the financial statements will not be material

Note 12 : Post the applicability of Goods and Service Tax (GST) with effect from 01st July 2017, revenue from operations are disclosed net of GST, whereas Excise duty formed part of other expenses in previous year. Accordingly, the revenue from operations and other expenses for the year are not comparable with previous year.

Note 13 : The financial statements were approved for issue by the Board of Directors on May 30, 2018.

---

Mar 31, 2016

1. Terms / Rights attached to shares:

The Company has only one class of equity shares having a par value of R2 per share. Each holder of equity share is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend. 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 shareholder.

2. Additional information to secured / unsecured loans

The long term portion of term loans are shown under long term borrowings and current maturities (payable within twelve months) of long term borrowings are shown under the current liabilities as per disclosure requirement of the Revised Schedule VI.

3. Details of securities and Terms of payment 1. Under Consortium - 4 (I) (A) (i) (a)

(i) First pari passu charge over present and future movable fixed assets of the company i.e. plant and machineries, equipments and entire block of assets other than specific assets financed by respective banks.

(ii) All loans are secured against the personal guarantee of Chairman.

(iii) Loan from ICICI Bank is secured against the personal guarantee of Managing Director.

Other Terms

Amount disbursed under the term loan shall be repaid in monthly installments varying from Rs.32,280/- to Rs.4,95,100/-(including Interest), over a period of 5 to 59 months.

Other Terms

Amount disbursed under the term loan shall be repaid in monthly installment of Rs.16252 (including Interest), over a period of 36 months.

Other Terms

Each amount disbursed under ECB shall be repaid in 13 periodly installments varying from USD 37,826/- to USD 2,77,391/-.

Other Terms

Amount disbursed under the term loan shall be repaid in monthly installments varying from Rs.24,478/- to Rs.27388/--(including Interest), over a period of 26 months.

4. Details of Security: for Rupee Loan

(i) Working capital loans are secured against hypothecation of raw materials, finished goods, stores & spares, book debts etc. and entire block of assets (both present & future) in favour of consortium of banks on pari pasu other than specific assets financed by respective banks.

(ii) All loans are secured against the personal guarantee of Chairman.

5. Details of Security: for Foreign Currency Loan

(i) Working capital loans are secured against hypothecation of raw materials, finished goods, stores & spares, book debts etc. and entire block of assets (both present & future) in favour of consortium of banks on pari pasu other than specific assets financed by respective banks.

(ii) All loans are secured against the personal guarantee of Chairman.

Pursuant to disclosure of amount due to Micro, Small and Medium Enterprises as defined under the "Micro, Small and Medium Enterprises Development Act, 2006" (MSMED ACT) included under the head "Trade Payable", the Company has initiated process of seeking necessary information from its suppliers. Based on the information available with the company regarding total amount due to supplier as at March 31, 2016 covered under MSMED Act, amounts to Rs.92.21 lakhs (2014 - 15 Rs.94.88 Lakhs). The company is generally regular in making payment of dues to such enterprise. There are no overdues beyond the credit period extended to the company which is less than 45 days hence liability for payment of interest or premium thereof and related disclosure under the said Act does not arise.

(ii) Defined Benefit plan

A. The Company has defined benefit gratuity plan. Every employee who has completed five years or more of service is entitled to gratuity on term not less favourable than the provisions of The Payment of Gratuity Act, 1972. The scheme is funded with Life Insurance Corporation of India.

The expected rate of return on the plan assets is based on the average long term rate of return expected on investments of the Fund during the estimated term of the obligations. The actual return on plan assets is Rs.32.37 lakhs (2014 - 2015 : Rs.32.45 lakhs)

The assumption of the future salary increase, considered in actuarial valuation, takes into account the inflation, seniority, promotion and other relevant factors.

(iii) Other Long Term Benefits:

The Employee Benefits towards Compensated absences are provided based on actuarial valuation made at the end of the year.

The assumption of the future salary increase, considered in actuarial valuation, takes into account the inflation, seniority, promotion and other relevant factors.

a) Business segment

The Company''s business activity falls within a single primary business segment, viz. manufacture of Industrial Fastners such as nuts, bolts etc. Hence, no disclosure is required for business segment.

b) Geographical segments

Revenue is segregated into two segments namely India (sales to customer within India) and other countries (sales to customer outside India) on the basis of geographical location of customers for the purpose of reporting geographical segments.

NOTE 6. LEASE TRANSACTIONS

The Company''s significant leasing arrangements are in respect of operating lease for premises and Vehicles. The period of agreement is generally for one year and is renewable by mutual consent. The aggregate lease rental expense are Rs.194.73 lakhs (Previous year Rs.192.18 lakhs)

NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS

Derivative contracts entered into by the company and outstanding as on March 31, 2016 For hedging Currency and Interest Rate Related Risks

NOTE 8.

In compliance with Accounting Standards-2 (AS-2) revised, excise duty liability estimated at Rs.86.54 lakhs (2014 - 2015 : Rs.108.33 lakhs) on finished goods lying in factory premises has been loaded on the valuation of Finished goods. However, it has no impact on the Profit and Loss Account. The Excise duty of Rs.21.78 lakhs related to the difference between the closing stock and opening stock is given effect in the Profit & Loss Account.

NOTE 9.

CSR Expenditure

(a) Gross amount required to be spent by the company during the Financial Year 2015-16: Rs. 15.46 Lakhs

(b) Amount spent during the year

NOTE 10.

In the opinion of the management, inventories continue to have a realizable value of at least amount at which they are stated in Balance sheet.

NOTE 11.

Balance of sundry debtors, loans & advances and sundry creditors balances are subject to confirmations, verification and adjustments necessary upon reconciliation thereof. Pending adjustments on confirmations, if any, it is shown as good in nature.

NOTE 12.

Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

---

Mar 31, 2015

1. Terms / Rights attached to shares:

The Company has only one class of equity shares having a par value of Rs. 2 per share. Each holder of equity share is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend. 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 shareholder.

2. Additional information to secured / unsecured loans

The long term portion of term loans are shown under long term borrowings and current maturities (payable within twelve months) of long term borrowings are shown under the current liabilities as per disclosure requirement of the Revised Schedule VI.

A. Details of securities and Terms of payment

a. Under Consortium-4(I) (A) (i) (a)

(I) Details of Security

(i) First pari passu charge over present and future movable fixed assets of the company i.e. plant and machineries, equipments and entire block of assets other than specific assets financed by respective banks.

(ii) All loans are secured against the personal guarantee of Chairman.

(iii) Loan from ICICI is secured against the personal guarantee of Managing Director.

3. Details of Security: for Rupee Loan

(i) Working capital loans are secured against hypothecation of raw materials, finished goods, stores & spares, book debts etc. and entire block of assets (both present & future) in favour of consortium of banks on pari pasu other than specific assets financed by respective banks.

(ii) All loans are secured against the personal guarantee of Chairman.

4. Details of Security: For Foreign Currency Loan

(i) Working capital loans are secured against hypothecation of raw materials, finished goods, stores & spares, book debts etc. and entire block of assets (both present & future) in favour of consortium of banks on pari pasu other than specific assets financed by respective banks.

(ii) All loans are secured against the personal guarantee of Chairman.

Related party transactions

A. Details of related parties

Description of relationship Names of related parties

Subsidiary Stud India - Partnership Firm

Associate Company Formex Private Limited

Key Management Mr. S. J. Marshall (Chairman) Personnel (KMP) Mr. N. S. Marshall (Managing Director) Mr. I. M. Panju (Whole-Time Director) Mr. N. D. Bharucha (Chief Financial Offfker) Relatives of KMP Mrs. M. S. Marshall Mrs. K. I. Panju Mrs. K. J. Pandole Mrs. N. N. Bharucha

Company and Enterprises Corrodyne Coatiings Pvt.Ltd. in which KMP / Relatives

of KMP can exercise Desmet Ballestra (India) Pvt. Ltd. significant influence Diamtools Pvt. Ltd. Jiji Marshall Trading Co. Pvt. Ltd. J. N. Marshall & Co. (Steel Dept.) J. N. Marshall & Co. - Custom Flouse Clearing Agents J. N. Marshall & Co. (Engg. Dept.) J. N. Marshall Engineering Pvt. Ltd. J. N. Marshall Pvt. Ltd. Marshall Real Estate & Investment Corporation Powair Automation Equipments Pvt. Ltd. S.J. Marshall Trading Co. Pvt. Ltd. Spirax Marshall Ltd. Marshall Charitable Foundation

5. CONTINGENT LIABILITIES & COMMITMENTS NOT PROVIDED FOR

Particulars As at As at March 31,2015 March 31,2014 Rs. in Lakhs Rs. in Lakhs

(i) Other money for which the Company is contingently liable (a) Bills Discounted 223.78 70.88

(b) Bonds given against import of 1,361.78 1,888.71 machineries under EPCG scheme & Advance License

(c) Income Tax 47.83 44.46

(d) Guarantees 0.02 0.02

(ii) Estimated amount of contracts 20.23 179.48 remaining to be executed on capital account and not provided for Tangible assets

6. As per the requirement of the Companies Act, 2013, the company has reassessed the remaining useful life of the fixed assets taking into consideration the useful life prescribed in Schedule II of the Act and charged amount of Rs.20.51 lakhs to the Reserve and Surplus account.

7. During the year, the company has entered into an agreement with Francis Kirk & Son Ltd. UK, for acquiring exclusive right to use trade mark"Philidas" and to manufacture Industrial Fasteners for a period of 3 years for the purpose of export. The company has paid one time royalty of Rs.204.36 lakhs which has been shown as intangible asset in the fixed asset schedule and has been amortised over the agreement period of 3 years.

8. The company has introduced compensated absences policy for employees in the current year wherein it has also provided for the leave benefit to the employees for the earlier years services. The company has provided an amount of Rs.54.69 lacs for the compensated absences policy as per the actuarial valuation which is in accordance with the AS -15 issued by ICAI.

9. In compliance with Accenting Standards-2 (AS-2) revised, excise duty liability estimated at Rs. 108.33 lakhs (2013 - 2014 : Rs.48.02 lakhs) on finished goods lying in factory premises has been loaded on the valuation of Finished goods. However, it has no impact on the Profit and Loss Account. The Excise duty of Rs.60.31 lakhs related to the difference between the closing stock and opening stock is given effect in the Profit & Loss Account.

10. In the opinion of the management, inventories continue to have a realisable value of at least amount at which thay are stated in Balance sheet.

11. Balance of sundry debtors, loans & advances and sundry creditors balances are subject to confirmations, verification and adjustments necessary upon reconciliation thereof. Pending adjustments on confirmations, if any, it is shown as good in nature.

12. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

---

Mar 31, 2014

NOTE 1: SEGMENT REPORTING AS - 17

The Company''s business activity falls within a single primary business segment, viz. manufacture of Industrial Fastners such as nuts, bolts etc. As such there are no separate reportable segments as per Accounting Standard 17.

Note 2: RELATED PARTY DISCLOSURES UNDER ACCOUNTING STANDARD 18

Related party transactions

A. Details of related parties

Description of relationship Names of related parties

Subsidiaries STUD INDIA - Partnership Firm

Associate Company Formex Private Limited

Key Management Personnel (KMP) Mr. S. J. Marshall (Chairman)

Mr. N. S. Marshall (Managing Director)

Mr. I. M. Panju (Whole-Time Director) Relatives of KMP Mrs. M. S. Marshall

Mrs. K. I. Panju

Mrs. K. J. Pandole

Company in which KMP / Relatives of KMP can Corrodyne Coatings Pvt.Ltd.

exercise significant influence Desmet Ballestra (India) Pvt. Ltd

Diamtools Pvt. Ltd. Jiji Marshall Trading Co. Pvt. Ltd. J. N. Marshall & Co. (Steel Dept.) J. N. Marshall & Co. - Custom House Clearing Agents J. N. Marshall & Co. (Engg. Dept.) J. N. Marshall Engineering Pvt. Ltd. J. N. Marshall Pvt. Ltd.

Marshall Real Estates & Investment Corporation Powair Automation Equipments Pvt. Ltd. S. J. Marshall Trading Co. Pvt. Ltd. Spirax Marshall Ltd.

NOTE 3: LEASE TRANSACTIONS

The Company''s significant leasing arrangements are in respect of operating lease for premises and Vehicles. The period of agreement is generally for one year and is renewable by mutual consent. The aggregate lease rental expense are 162.05 lakhs (Previous year 149.43 lakhs)

NOTE 4: CONTINGENT LIABILITIES & COMMITMENTS NOT PROVIDED FOR

Particulars As at As at March 31, 2014 March 31, 2013 in Lakhs in Lakhs

(i) Other money for which the Company is contingently liable

(a) Bills Discounted 70.88 97.13

(b) Bonds given against import of machineries under EPCG scheme 1,888.71 1,186.81 & Advance License

(c) Income Tax 46.34 46.02

(d) Excise - 5.76

(e) Guarantees 0.02 0.02

(ii) Estimated amount of contracts remaining to be executed on - - capital account and not provided for Tangible assets

NOTE 5: DERIVATIVE FINANCIAL INSTRUMENTS

Derivative contracts entered into by the company and outstanding as on March 31, 2014 For hedging Currency and Interest Rate Related Risks

NOTE 6: UNSECURED LOANS FROM DIRECTORS

The company has relied on various judicial pronouncements and accordingly it has not considered the amount received from directors as deposits covered under Companies Deposit Acceptance Rule, 1975

NOTE 7

Capital Work in Progress shown in Fixed Assets schedule includes license to use software and related expenses of 16.68 lakhs (2012 - 2013 : 16.68 lakhs) pending implementation of ERP programme for smooth and efficient running of its business.

NOTE 8

In compliance with Accounting Standards-2 (AS-2) revised, excise duty liability estimated at 48.02 lakhs (2012 - 2013 : 64.72 lakhs) on finished goods lying in factory premises has been loaded on the valuation of Finished goods. However, it has no impact on the Profit and Loss Account. The Excise duty of 16.70 lakhs related to the difference between the closing stock and opening stock is given effect in the Profit & Loss Account.

NOTE 9

In the opinion of the management, inventories continue to have a realisable value of at least amount at which they are stated in Balance sheet.

NOTE 10

Balance of sundry debtors, loans & advances and sundry creditors balances are subject to confirmations, verification and adjustments necessary upon reconciliation thereof. Pending adjustments on confirmations, if any, it is shown as good in nature.

NOTE 11

Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

---

Mar 31, 2013

1.1: Details of Security: For Rupee Loan

(i) Working capital loans are secured against hypothecation of raw materials, finished goods, stores & spares, book debts etc. and entire block of assets (both present & future) in favour of consortium of banks on pari pasu other than specific assets financed by respective banks.

(ii) All loans are secured against the personal guarantee of Chairman.

1.2: Details of Security: For Foreign Currency Loan

(i) Working capital loans are secured against hypothecation of raw materials, finished goods, stores & spares, book debts etc. and entire block of assets (both present & future) in favour of consortium of banks on pari pasu other than specific assets financed by respective banks.

(ii) All loans are secured against the personal guarantee of Chairman.

NOTE 2: SEGMENT REPORTING AS -17

The Company''s business activity falls within a single primary business segment, viz. manufacture of Industrial Fastners such as nuts, bolts etc. As such there are no separate reportable segments as per Accounting Standard 17.

Related party transactions A. Details of related parties

Description of relationship Names of related parties

Subsidiaries STUD INDIA - Partnership Firm

Associate Company Formex Private Limited

Key Management Personnel (KMP) Mr.S.J.Marshall (Chairman)

Mr. N.S. Marshall (Managing Director) Mr. I. M. Panju (Whole-Time Director)

Relatives of KMP Mrs. M. S.Marshall

Mrs. K. I. Panju Mrs. K.J. Pandole

Company in which KMP / Relatives of KMP can Corrodyne Coatiings Pvt.Ltd. exercise significant influence Desmet Ballestra (India) Pvt. Ltd.

Diamtools Pvt. Ltd. Jiji Marshall Trading Co. Pvt. Ltd. J. N. Marshall & Co. (Steel Dept.) J. N. Marshall & Co. - Custom House Clearing Agents J. N. Marshall & Co. (Engg. Dept.) J. N. Marshall Engineering Pvt. Ltd. J. N. Marshall Pvt. Ltd.

Marshall Real Estates & Investment Corporation Powair Automation Equipments Pvt. Ltd. S.J. Marshall Trading Co. Pvt. Ltd. Spirax Marshall Ltd.

NOTE 3: LEASE TRANSACTIONS

The Company''s significant leasing arrangements are in respect of operating lease for premises and Vehicles. The period of agreement is generally for one year and is renewable by mutual consent. The aggregate lease rental expense are Rs. 167.29 lakhs (Previous year Rs. 163.78 lakhs).

NOTE 4: DERIVATIVE FINANCIAL INSTRUMENTS

Derivative contracts entered into by the company and outstanding as on March 31, 2013

(i) For hedging Currency and Interest Rate Related Risks

Nominal amounts of derivative contracts entered into by the company and outstanding as on March 31,2013 amount to Rs. 633.91 lakhs (Previous Year Rs. 1360.77 lakhs). Category wise break up is given below:

NOTE 5: UNSECURED LOANS FROM DIRECTORS

The company has relied on various judicial pronouncements and accordingly it has not considered the amount received from directors as deposits covered under Companies Deposit Acceptance Rule, 1975.

NOTE 6

Capital Work in Progress shown in Fixed Assets schedule includes license to use software and related expenses of Rs. 16.68 lakhs (2011 - 2012 : Rs.16.68 lakhs) pending implementation of ERP programme for smooth and efficient running of its business.

NOTE 7

In compliance with Accounting Standards-2 (AS-2) revised, excise duty liability estimated at Rs. 64.72 lakhs (2011 - 2012 : Rs.51.68 lakhs) on finished goods lying in factory premises has been loaded on the valuation of Finished goods. However, it has no impact on the Profit and Loss Account. The Excise duty of Rs. 13.04 lakhs related to the difference between the closing stock and opening stock is charged to Profit & Loss Account under the head Rates and taxes - excluding Taxes on Income.

NOTE 8

In the opinion of the management, inventories continue to have a realisable value of at least amount at which they are stated in Balance sheet.

NOTE 9

Balance of sundry debtors, loans & advances and sundry creditors balances are subject to confirmations, verification and adjustments necessary upon reconciliation thereof. Pending adjustments on confirmations, if any, it is shown as good in nature.

NOTE 10

Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

---

Mar 31, 2012

1.1: Terms / Rights attached to shares:

The Company has only one class of equity shares having a par value of Rs.2 per shares. Each holder of equity share is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend. 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 shareholder.

(i) Details of Security

First pari passu charge over present and future movable fixed assets of the company i.e. plant and machineries, equipments and entire block of assets other than specific assets financed by respective banks.

All loans are secured against the personal guarantee of Chairman.

Loan form ICICI is secured against the personal guarantee of Managing Director.

(ii) Details of Security

Secured by first and exclusive charge on plant & machineries funded under the ECB. Each amount disbursed under ECB shall be repaid in 20 quarterly instalment and repayments will start after the moratorium period of 18 months from the date of first disbursement.

All loans are secured against the personal guarantee of Chairman and Managing Director.

2.1: Details of Security: For Rupee Loan

(i) Working capital loans are secured against hypothecation of raw materials, finished goods, stores & spares, book debts etc. and entire block of assets (both present & future) in favour of consortium of banks on pari pasu other than specific assets financed by respective banks.

(ii) All loans are secured against the personal guarantee of Chairman.

2.2: Details of Security: For Foreign Currency Loan

(i) Working capital loans are secured against hypothecation of raw materials, finished goods, stores & spares, book debts etc. and entire block of assets (both present & future) in favour of consortium of banks on pari pasu other than specific assets financed by respective banks.

(ii) All loans are secured against the personal guarantee of Chairman.

On the basis of information available with the company regarding total amount due to suppliers as covered under Micro, Small and Medium Enterprises Development Act, 2006, as at March 31,2012 amounts to Rs. 140.67 lakhs ( 2010 -11 Rs. 144.64 lakhs). Since there were no overdues beyond the credit period extended to the company which is less than 45 days, no liability for payment of interest and related disclosures under the said Act, arose. This has been relied upon by the auditors.

(ii) Defined Benefit plan

A. The Company has defined benefit gratuity plan. Every employee who has completed five years or more of service is entitled to gratuity on term not less favourable than the provisions of The Payment of Gratuity Act, 1972. The scheme is funded with Life Insurance Corporation of India.

B. Details of defined benefit plan as per actuarial valuation report of LIC of India as at March 31, 2012 is as under:

The expected rate of return on the plan assets is based on the average long term rate of return expected on investments of the Fund during the estimated term of the obligations. The actual return on plan assets is Rs. 23.31 lakhs (2010-2011 18.08)

The assumption of the future salary increase, considered in actuarial valuation, takes into account the inflation, seniority, promotion and other relevant factors.

NOTE 3: SEGMENT REPORTING AS -17

The Company's business activity falls within a single primary business segment, viz. manufacture of Industrial Fastnerssuch as nuts, bolts etc. As such there are no separate reportable segments as per Accounting Standard 17.

NOTE 4: LEASE TRANSACTIONS

The Company's significant leasing arrangements are in respect of operating lease for premises and Vehicles. The period of agreement is generally for one year and is renewable by mutual consent. The aggregate lease rental expense are Rs. 163.78 lakhs (Previous year Rs. 91.99 lakhs)

NOTE 5: CONTINGENT LIABILITIES & COMMITMENTS NOT PROVIDED FOR

Particulars As at As at March 31,2012 March 31,2011 Rs in Lakhs Rs in Lakhs

(i) Other money for which the Company is contingently liable

(a) Bills Discounted 22.57 233.68

(b) Bonds given against import of machineries under EPCG scheme 1,132.14 891.24 & Advance License

(c) IncomeTax - 44.15

(d) Excise 5.76 5.76

(e) Professional Tax 4.58 4.58

(ii) Estimated amount of contracts remaining to be executed on 9.23 282.27 capital account and not provided for Tangible assets

NOTE 6: DERIVATIVE FINANCIAL INSTRUMENTS

Derivative contracts entered into by the company and outstanding as on March 31,2012

(i) For hedging Currency and Interest Rate Related Risks

Nominal amounts of derivative contracts entered into by the company and outstanding as on March 31,2012 amount toRs. 1360.77 lakhs (Previous Year NIL). Categroy wise break up is given below:

NOTE 7: UNSECURED LOANS FROM DIRECTORS

The company has relied on various case laws and accordingly it has not considered the amount received from directors as deposits covered under Companies Deposit Acceptance Rule, 1975

NOTE 8

Capital Work in Progress shown in Fixed Assets schedule includes license to use software and related expenses ofRs. 16.68 lakhs (2010 - 2011 : Rs. 16.68 lakhs) pending implementation of ERP programme for smooth and efficient running of its business.

NOTE 9

In compliance with Accounting Standards-2 (AS-2) revised, excise duty liability estimated at Rs. 51.68 lakhs (2010 - 2011 : Rs. 34.34 lakhs) on finished goods lying in factory premises has been loaded on the valuation of Finished goods. However, it has no impact on the Profit and Loss Account. The Excise duty ofRs. 17.34 lakhs related to the difference between the closing stock and opening stock is charged to Profit & Loss Account under the head Rates and taxes - excluding Taxes on Income.

NOTE 10

In the opinion of the management, inventories continue to have a realisable value of at least amount at which thay are stated in Balance sheet.

NOTE 11

Balance of sundry debtors, loans & advances and sundry creditors balances are subject to confirmations, verification and adjustments necessary upon reconciliation thereof. Pending adjustments on confirmations, if any, it is shown as good in nature.

NOTE 12

The Revised Schedule VI has become effective from April 1, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

---

Mar 31, 2011

As at As at 31-3-2011 31-3-2010 Rupees Rupees

1. (i) Contingent Liabilities not provided for:

(a) Bills discounted with Banks 2,33,68,092 1,24,99,379

(b) Bonds given by the company against import of machineries under EPCG scheme 8,91,24,000 6,19,24,000

(ii) Income Tax 44,15,428 44,15,428

(iii) Excise 5,76,293 5,76,293

(iv) Profession Tax 4,58,375 -

(v) Capital Commitments 2,82,26,810 -

2. Unsecured Loans include Loan from Directors 42,70,000 42,70,000 The Company has relied on various case laws and accordingly it has not considered the amount received from directors as deposits covered under Companies Deposit Acceptance Rule, 1975.

3. Capital Work in Progress shown in Fixed Asset Schedule includes hardware of Rs. 7,67,353/- and license to use software and related expenses of Rs. 16,67,748/- pending implementation of ERP programme for smooth and efficient running of its business.

4. In compliance with Accounting Standards-2 (AS-2) revised, excise duty liability estimated at Rs. 34,34,359/- (2009-2010 : Rs.18,76,086) on finished goods lying in factory premises has been loaded on the valuation of Finished goods. However, it has no impact on the Profit and Loss Account. The Excise duty of Rs. 15,58,273/- related to the difference between the closing stock and opening stock is charged to Profit & Loss Account under the head Miscellaneous expenses.

5. In the opinion of the management, inventories continue to have a realisable value of at least amount at which they are stated in Balance sheet.

6. Balance of Sundry Debtors, Loans & Advances and Sundry Creditors balances are subject to confirmations, verification and adjustments necessary upon reconciliation thereof. Pending adjustments on confirmations, if any, it is shown as good in nature.

7. On the basis of information available with the company regarding total amount due to suppliers as covered under Micro, Small and Medium Enterprises Development Act, 2006, as at March 31, 2011 amounts to Rs. 1,44,64,075 (2009 - 10 Rs. 7,67,193). Since there were no overdues beyond the credit period extended to the company which is less than 45 days, no liability for payment of interest and related disclosures under the said Act arose. This has been relied upon by the auditors.

VII. The expected rate of return on the plan assets is based on the average long term rate of return expected on investments of the Fund during the estimated term of the obligations. The actual return on plan assets is Rs. 18,08,296/-.

8. The Company's business activity falls within a single primary business segment, viz. manufacture of Nyloc Self Locking Nuts (Industrial Fastners). As such there are no separate reportable segments as per Accounting Standard 17.

9. RELATED PARTY DISCLOSURES UNDER ACCOUNTING STANDARD 18 RELATED PARTIES

A. (i) Associate Enterprises: N.A.

ii. Key Management Personnel

Mr. SJ. Marshall (Chairman)

Mr. N.S. Marshall (Managing Director)

Mr. I.M. Panju (Whole-Time Director)

iii. Relatives of Key Management Personnel

Mrs. M.S. Marshall

Mrs. K.I. Panju

Mrs. K.J. Pundole

iv. Enterprises in which Key Management Personnel have significant influence.

Desmet Ballestra (India) Pvt. Ltd.

Diamtools Pvt. Ltd.

Jiji Marshall Trading Co. Pvt. Ltd.

J. N. Marshall & Co. (Steel Dept.)

J. N. Marshall & Co. - Custom House Clearing Agents

J. N. Marshall & Co. (Engg. Dept.)

J. N. Marshall Engineering Pvt. Ltd.

J. N. Marshall Pvt. Ltd.

Marshall Real Estate & Investment Corporation

Powair Automation Equipments Pvt. Ltd.

S. J. Marshall Trading Co. Pvt. Ltd.

Spirax Marshall Ltd.

v. Associate Company

Formex Pvt. Ltd.

10. The Company's significant leasing arrangements are in respect of operating lease for premises and vehicles. The period of agreement is generally for one year and is renewable by mutual consent. The aggregate lease rental expense are Rs. 91,98,550/- (Previous year Rs.5,10,000/-)

---

Mar 31, 2010

As at As at 31-3-2010 31-3-2009 Rupees Rupees

1. (i) Contingent Liabilities not provided for:

(a) Bills discounted with Banks 1,24,99,379 15,23,010

(b) Bonds given by the company against import of machineries under EPCG scheme 6,10,24,000 5,58,13,000

(ii) Income Tax 44,15,428 23,01,730

(iii) Excise 5,76,293 5,76,293

2. Unsecured Loans include Loan from Directors 42,70,000 1,18,71,222 The Company has relied on various case laws and accordingly it has not considered the amount received from directors as deposits covered under Companies Deposit Acceptance Rule, 1975.

3. In compliance with Accounting Standards-2 (AS-2) revised, excise duty liability estimated at Rs.18,76,086 (2008-09 : Rs.24,94,732) on finished goods lying in factory premises has been loaded on the valuation of finished goods. However, it has no impact on the Profit and Loss Account.

4. In the opinion of the management, inventories continue to have a realisable value of at least amount at which they are stated in Balance sheet.

5. Balance of Sundry Debtors, Loans & Advances and Sundry Creditors balances are subject to confirmations, verification and adjustments necessary upon reconciliation thereof. Pending adjustments on confirmations, if any, it is shown as good in nature.

6. Advances due from Private company/Firms/Concerns in which the Directors of the Company are Directors/ Partners/Proprietors/Members:

7. On the basis of information available with the company regarding total amount due to suppliers as covered under Micro, Small and Medium enterprises Development Act, 2006, as at March 31, 2010 amounts to Rs.7,67,193 (2008 - 09 Rs.10,27,523). Since there were no overdues beyond the credit period extended to the company which is less than 45 days, no liability for payment of interest and related disclosures under the said Act arose. This has been relied upon by the auditors.

The managerial remuneration stated above does not include sitting fees of Rs.28,000/- (2008-09 Rs.20,000/-) paid to Non Executive Directors. Remuneration has been paid to Managing and Whole Time Directors as per schedule XIII of the Companies Act, 1956.

ii.Defined Benefit plan A. The Company has defined benefit gratuity plan. Every employee who has completed five years or more of service is entitled to gratuity on term not less favourable than the provisions of The Payment of Gratuity Act, 1972. The scheme is funded with Life Insurance Corporation of India.

VII. The expected rate of return on the plan assets is based on the average long term rate of return expected on investments of the Fund during the estimated term of the obligations. The actual return on plan assets is Rs. 12,42,075/-.

8. The Companys business activity falls within a single primary business segment, viz. manufacture of Nyloc Self Locking Nuts {Industrial Fastners). As such there are no separate reportable segments as per Accounting Standard 17.

9. RELATED PARTY DISCLOSURES UNDER ACCOUNTING STANDARD 18 RELATED PARTIES

A. i. Associate Enterprises: N.A. ii.Key Management Personnel Mr. S.J. Marshall (Chairman) Mr. N.S. Marshall (Managing Director) Mr. I.M. Panju (Whole-Time Director)

iii.Relatives of Key Management Personnel Mrs. M.S. Marshal! Mrs. K.I. Panju Mrs. K.J. Pundole

iv.Enterprises in which Key Management Personnel have significant influence.

Desmet Ballestra (India) Pvt. Ltd.

Diamtools Pvt. Ltd.

Jiji Marshall Trading Co. Pvt. Ltd.

J. N. Marshall & Co. (Steel Dept.)

J. N. Marshall & Co. - Custom House Clearing Agents

J. N. Marshall & Co. (Engg. Dept.)

J. N. Marshall Engineering Pvt. Ltd.

J. N. Marshall Pvt. Ltd.

Marshall Real Estate & Investment Corporation

Powair Automation Equipments Pvt. Ltd.

Simmonds Marshall Ltd. - Employees Provident Fund

S. J. Marshall Trading Co. Pvt. Ltd.

Spirax Marshall Ltd.

v. Associate Company Formex Pvt. Ltd.

10. ADDITIONAL INFORMATION PURSUANT TO THE PROVISIONS OF PARAGRAPHS 3, 4C AND 4D OF PART II OF SCHEDULE VI TO THE COMPANIES ACT, 1956 :

11. The Previous Years figures have been re-grouped wherever necessary in order to conform the current years classification.