Notes to Accounts of Solitaire Machine Tools Ltd.

Mar 31, 2025

d) Right, Preferences and restrictions attached to Equity Shares

The Company has only one class of equity shares having a par value of ?10/- per share. Each holder of equity shares is entitled to one vote per share. Any dividend declared by the company shall be paid to each holder of Equity shares in proportion to the number of shares held to total equity shares outstanding as on that date. In the event of liquidation of the Company, the holders of the 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.

General Reserve: is created from time to time by transfering profits from retained earnings and can be utilised for purposes such as dividend payout, bonus issues etc.

Capital Reserve: The reserve was created at the time of Buy-Back of equity shares.

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

a. The amount that can be distributed by the Company as dividends to its equity shareholders is determined considering the requirements of the Companies Act, 2013 and the dividend distribution policy of the Company. Thus, the amount reported in General Reserve is not entirely distributable.

b. On June 29, 2024 in Annual General Meeting a final dividend of f 1.75 per share for 2023-24 was approved to holders of fully paid equity shares. (Refer Note 47)

c. In respect of the year ended March 31, 2025, the Board of Directors has proposed a final dividend of f 2 per share be paid on fully paid equity shares. This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The proposed equity dividend is payable to all holders of fully paid equity shares. The total estimated equity dividend to be paid is f 90.84 lakhs.

e) Terms and conditions of transactions with related parties

1 )Transaction entered into with related party are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash.

2) Based on the recommendation of Nomination, Remuneration and Compensation Committee, all decisions relating to the remuneration of the Directors are taken by the Board of Directors of the Company, in accordance with shareholders approval, wherever necessary.

44 Employee Benefits

(a) Defined Contribution Plans:

The Group contributes to the Government managed provident & Pension fund for all qualifying employees.

(i) Provident fund and Pension:

The Company has recognised an amount of Rs. 17.52 Lakh (PY Rs. 18.14 Lakh) for provident fund contribution in the Statement of Profit and Loss for the year ended 31st March, 2025.

(b) Defined Benefit Plan:

(i) Gratuity:

The Company has defined benefit plans that provide gratuity benefit. It is governed by the Payment of Gratuity Act, 1972. Under the Gratuity Act, employees are entitled to specific benefit at the time of retirement or termination of the employment on completion of five years or death while in employment. The level of benefit provided depends on the member’s length of service and salary at the time of retirement/termination age. The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as at 31st March, 2025 by a member firm of the Institute of Actuaries of India. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method. Each year, the Company reviews the level of funding in gratuity fund. The Company decides its contribution based on the results of its annual review.

Following mentioned risks are associated with Company''s Current Plan

(I) Actuarial Risk

Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in Obligation at a rate that is higher than expected. Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity Benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cashflow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate. Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption than the Gratuity Benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.

(II) Investment Risk

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.

(III) Liquidity Risk

Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign/retire from the company there can be strain on the cashflows.

(IV) Market Risk

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

(v) Legislative Risk

Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Sensitivity due to mortality are not material & hence impact of change not calculated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

This section gives an overview of the significance of financial instruments for the Company and provides additional information on balance sheet items that contain financial instruments.

The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognized, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note no. 2(xviii) to the financial statements.

(b) Financial risk management:

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

The Company is exposed to market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The senior management ensures that the Company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

(a) Market risk:

Market risk is the risk that changes in market prices- such as foreign exchange rates, interest rates and equity prices-will affect the Company’s income or the value of its holdings of financial instrument. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimising the return. The major components of market risk are foreign currency risk, interest rate risk and price risk.

(I) Foreign Currency Risk:

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The Company enters into forward contracts to mitigate the foreign currency risk.

The carrying amount of the Company''s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:

(II) Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s main interest rate risk arises from the long term borrowings with fixed rates. The Company''s fixed rates borrowings are carried at amortised cost.

(b) Credit risk:

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The Company''s exposure and wherever appropriate, the credit ratings of its counterparties are continuously monitored and spread amongst various counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the management of the Company. Financial instruments that are subject to concentrations of credit risk, principally consist of balance with banks, investments in mutual funds, trade receivables and loans and advances.

None of the financial instruments of the Company result in material concentrations of credit risks.

Balances with banks were not past due or impaired as at the year end. In other financial assets that are not past dues and not impaired, there were no indication of default in repayment as at the year end.

As at 31 March 2025, the Company had 3 customers (31 March 2024: 3 customers) having outstanding more than 5% of total trade receivables that accounted for approximately (31st March 2025: 69.04%, 31st March 2024: 80.62%) of total trade receivables outstanding.

(c) Liquidity risk:

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

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

48 Capital Management

The primary objective of the company’s capital management is to maximise the shareholder value. Capital includes issued equity capital and all other equity reserves, attributable to the equity shareholders, for the purpose of the Company’s capital management. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and requirements. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares to maintain or adjust the capital structure. The Company monitors capital using debt equity ratio, which is borrowings divided by equity.

Information reported to the chief operating decision maker (CODM) for the purpose of resource allocation and assessment of segment performance focuses on single business segment of "manufacturer and remanufacturer of Centreless Grinding Machines and its Spare Parts." Hence the company is having only one reportable business segment under Ind AS 108 "Operating Segment".

Further, some balances of Trade and other receivables, Trade and other payables and Loans are subject to

52 confirmation/reconciliation. Adjustments, if any, will be accounted for on confirmation/reconciliation of the same, which will not have a material impact.

53 The Company''s operations falls under single segment namely "Manufacturing of Precision Centerless Grinders", taking into account the risks and returns, the organization structure and the internal reporting systems.

54 The company has not carried out any transactions with the struck off companies during the year.

55 Previous year’s figures have been regrouped, wherever necessary, to confirm to current year’s classification.

56 Approval of financial statements

The financial statements were approved for issue by the Board of Directors on May 17, 2025.

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Mar 31, 2024

2.11 Provisions, Contingent Liabilities and Contingent Assets:

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

Contingent assets are disclosed in the Financial Statements by way of notes to accounts when an inflow of economic benefits is probable.

Contingent liabilities are disclosed in the Financial Statements by way of notes to accounts, unless possibility of an outflow of resources embodying economic benefit is remote.

2.12 Revenue Recognition:

Sale of Goods/services:

Revenues are recognised when the Company satisfies the performance obligation by transferring of a promised product or service to a customer in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services and its collectability is probable. A product is transferred when the customer obtains control of that product, which is either at the point in time when the product is delivered to the customer premises or at the point in time when the title is passed to the customer based on the contractual terms. Revenue from services is recognised at a point in time or over the time depending upon the terms of the contract as and when performance obligations are fulfilled. When there is uncertainty as to measurement or ultimate collectability, revenue recognition is postponed until such uncertainty is resolved.

However, Goods and Services Tax (GST) is not received by the company on its own account. Rather, it is tax collected on value added to the product by the seller on behalf of the government. Accordingly, it is excluded from revenue.

Interest Income:

Interest income is recognised on a time proportion basis taking into account the amounts invested and the rate of interest.

Dividend Income:

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

Profit on sale of investment:

Profit on sale of investments is recorded upon transfer of title by the company/ firm/ entity. It is determined as the difference between the sales price and carrying amount of the investment.

Other Income:

Other income is recognized on accrual basis except when realisation of such income is uncertain.

2.13 Employee Benefits:

Defined Contribution Plan:

Contributions to defined contribution schemes such as provident fund, superannuation scheme, employee pension scheme etc. are charged as an expense based on the amount of contribution required to be made as and when services are rendered by the employees. The above benefits are classified as Defined Contribution Schemes as the Company has no further defined obligations beyond the monthly contributions.

Defined Benefit Plan:

The liabilities towards defined benefit schemes are determined using the Projected Unit Credit method. Actuarial valuations under the Projected Unit Credit method are carried out at the balance sheet date. Actuarial gains and losses are recognized in the Statement of Profit and Loss in the period of occurrence of such gains and losses. Past service cost is recognized immediately to the extent that the benefits are already vested and otherwise it is amortized on straight-line basis over the remaining average period until the benefits become vested.

The retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation as reduced by plan assets.

Short term employee benefits:

All employee benefits payable wholly within twelve months of rendering the service are classified as short term employee benefits and they are recognized in the period in which the employee renders the related service. The Company recognizes the undiscounted amount of short term employee benefits expected to be paid in exchange for services rendered as a liability. These benefits include salary, wages, bonus, performance incentives etc.

Long term employee benefits:

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognized as an actuarially determined liability at present value of the defined benefit obligation at the balance sheet date.

2.14 Income Tax:

Income tax expense represents the sum of the current tax and deferred tax.

Current Tax:

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the Statement of Profit and Loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s current tax is calculated using tax rates and laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred Tax:

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow ah or part of the deferred tax asset to be utilised.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax:

Current and deferred tax are recognized in Statement of profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively.

2.15 Earnings Per Share:

Basic earnings per share are computed by dividing the net profit after tax by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed by dividing the profit after tax by the weighted average number of equity shares considered for deriving the basic earnings per share and the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.

2.16 Foreign Currency transactions:

Transactions in currencies other than the Company’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are translated using closing exchange rate prevailing on the last day of the reporting period.

Exchange differences on monetary items are recognized in the Statement of Profit and Loss in the period in which they arise.

Non-monetary assets and non-monetary liabilities denominated in foreign currency and measured at cost are translated at the exchange rate at the date of the transaction.

Functional and presentation currency

Items included in the Financial Statements of the Company are measured using the currency of the primary economic environment in which the Company operates (‘functional currency’). The Financial Statements of the Company are presented in Indian currency (INR), which is also the functional and presentation currency of the Company. All values are rounded off to the nearest two decimal lakhs except otherwise stated.

2.17 Statement of Cash Flow

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows are segregated into operating, investing and financing activities.

2.18 Amalgamation of Shruchi Manufacturing Ltd.-Wholly owned subsidiary Company

Pursuant to the Scheme of Amalgamation ("The scheme") of Shruchi Manufacturing Limited (SHRUCHI) (Transferor Company) with Solitaire Machine Tools Limited (SMTL) (Transferee Company) sanctioned by Hon''ble National Company Law tribunal (NCLT) on 29th April 2020, all the assets and liabilities of the Transferor company are transferred, in the books of Transferee company, at the value appearing in the books of account of SHRUCHI as on appointed date i.e 1st April, 2017.

2.19 Financial instruments

Financial assets and financial liabilities are recognized when Company becomes a party to the contractual provisions of the instruments.

Initial Recognition:

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in the Statement of profit and loss.

(i) Financial assets

Cash and bank balances

Cash and bank balances consist of:

- Cash and cash equivalents - which includes cash in hand, deposits held at call with banks and other short term deposits which are readily convertible into known amounts of cash, are subject to an insignificant risk of change in value and have maturities of less than one year from the date of such deposits. These balances with banks are unrestricted for withdrawal and usage.

- Other bank balances - which includes balances and deposits with banks that are restricted for withdrawal and usage.

Financial assets at amortized cost

Financial assets are subsequently measured at amortized cost using the effective interest method if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at fair value through other comprehensive income

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

Financial assets at fair value through profit or loss

Financial assets are measured at fair value through profit or loss unless it is measured at amortized cost or at fair value through other comprehensive income on initial recognition.

Impairment of Financial assets

The Company assesses at each balance sheet date whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Company recognizes lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to 12 month expected credit losses or at an amount equal to lifetime expected losses, if the credit risk on the financial asset has increased significantly since initial recognition.

Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the assets and an associated liability for amounts it may have to p^ay.

If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset.

On derecognition of a financial asset in its entirety, (except for equity instruments designated as FVTOCI), the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in statement of profit and loss.

(ii) Financial liabilities and equity instruments Financial Liabilities and equity instruments

Financial liabilities are measured at amortized cost using the effective interest method.

Effective interest method

The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Derecognition of financial liabilities

The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

Equity instruments

An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs, if any.

Offsetting Financial Instruments

Financial assets and liabilities are offset and the net amount is included in the Balance Sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

2.20 Critical Accounting Judgments, Assumptions and Key Sources of Estimation Uncertainty

The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities at the date of the financial statements. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Fair value measurement

In measuring the fair value of certain assets and liabilities for financial reporting purpose, the Company uses market observable data to the extent available. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Impairment of Trade receivables:

The expected credit loss is mainly based on the ageing of the receivable balances and historical experience. The receivables are assessed on an individual basis assessed for impairment collectively, depending on their significance. Moreover, trade receivables are written off on a case-to-case basis if deemed not to be collectible on the assessment of the underlying facts and circumstances.

Contingent Liabilities and Assets

In the normal course of business, Contingent Liabilities may arise from litigation and other claims against the Company. Potential liabilities that are possible but not probable of crystallising or are very difficult to quantify reliably are treated as contingent liabilities. Such liabilities are disclosed in the Notes but are not recognised. Potential liabilities that are remote are neither recognised nor disclosed as contingent liability. The management decides whether the matters needs to be classified as ''remote'', ''possible'' or ''probable'' based on expert advice, past judgements, experiences etc.

Defined Benefit Obligation (DBO)

Management''s estimate of Defined Benefit Obligation (DBO) is based on number of critical underlying assumptions such as standard rates of inflation, medical cost trends, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may significantly impact the Defined Benefit Obligation amount and the annual defined benefit expenses.

3 Recent 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. For the year ended 31st March 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company, have been notified which will be applicable from April 1, 2022, or thereafter.

d) Right, Preferences and restrictions attached to Shares Equity shares

The Company has only one class of equity shares having a par value of ?10/- per share. Each holder of equity shares is entitled to one vote per share. Any dividend declared by the company shall be paid to each holder of Equity shares in proportion to the number of shares held to total equity shares outstanding as on that date. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Nature and purpose of each Reserve

General Reserve: is created from time to time by transfering profits from retained earnings and can be utilised for purposes such as dividend pay-out, bonus issues etc.

Capital Reserve: The reserve was created at the time of Buy-back of equity shares.

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

a. The amount that can be distributed by the Company as dividends to its equity shareholders is determined considering the requirements of the Companies Act, 2013 and the dividend distribution policy of the Company. Thus, the amount reported in General Reserve is not entirely distributable.

b. On July 1, 2023 in AGM a final dividend of ? 1.5 per share for 2022-23 was approved to holders of fully paid equity shares. (Refer Note 47)

c. In respect of the year ended March 31, 2024, the Board of Directors has proposed a final dividend of ?1.75 per share be paid on fully paid equity shares. This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The proposed equity dividend is payable to all holders of fully paid equity shares. The total estimated equity dividend to be paid is ? 79.49 lacs.

43 Employee Benefits

(a) Defined Contribution Plans:

The Group contributes to the Government managed provident & pension fund for all qualifying employees.

(i) Provident fund and Pension:

The Company has recognised an amount of ^18.14 Lakh (PY ^ 17.67 Lakh) for provident fund contribution in the Statement of Profit and Loss for the year ended 31st March.

(b) Defined Benefit Plan:

(i) Gratuity:

The Company has defined benefit plans that provide gratuity benefit. It is governed by the Payment of Gratuity Act, 1972. Under the Gratuity Act, employees are entitled to specific benefit at the time of retirement or termination of the employment on completion of five years or death while in employment. The level of benefit provided depends on the member’s length of service and salary at the time of retirement/termination age. The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as at 31st March, 2024 by a member firm of the Institute of Actuaries of India. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method. Each year, the Company reviews the level of funding in gratuity fund. The Company decides its contribution based on the results of its annual review.

Following mentioned risks are associated with Company’s Current Plan

(I) Actuarial Risk

Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in Obligation at a rate that is higher than expected. Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity Benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cashflow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate. Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption than the Gratuity Benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.

(II) Investment Risk

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the intervaluation period.

(III) Liquidity Risk

Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign/retire from the company there can be strain on the cashflows.

(IV) Market Risk

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

(v) Legislative Risk

Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

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Mar 31, 2019

1 Company Overview

SOLITAIRE MACHINE TOOLS LIMITED (the Company) is a Public Limited Company incorporated in India.

The Company is engaged in the business of manufacturing and rebuilding Precision Centerless Grinders.

The Company has availed the deemed cost exemption in relation to the property, plant and equipment on the date of transition and hence the net block carrying amount has been considered as the gross block carrying amount on that date, considered as the gross block carrying amount on that date.

b) The details of Shareholders holding more than 5% Shares:

c) The Company has only one class of shares referred to as equity shares having a par value of Rs. 10/-. Each holder of equity shares is entitled to one vote per share.

d) No bonus shares have been issued during five years immediately preceding 31st March, 2019.

e) Dividend Proposed, Declared and paid (Refer Note 33A)

f) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

2 FINANCIAL RISK MANAGEMENT OBJECTIVES (IND AS 107)

The Company''s principal financial liabilities, other than derivatives, comprises of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the company''s operations. The company''s principal financial assets, other than derivatives include trade and other receivables, investments and cash and cash equivalents that derive directly from its operations.

The Company''s activities expose it to market risk, liquidity risk and credit risk. Company''s overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the company.

The sources of risks which the company is exposed to and their management are given below:

Credit Risk:

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

The Company has standard operating procedures and investment policy for deployment of surplus liquidity, which allows investment in debt securities and mutual fund schemes of debt categories only and restricts the exposure in equity markets.

Compliances of these policies and principles are reviewed by internal auditors on periodical basis

The Corporate Treasury team updates the Audit Committee on a quarterly basis to about the implementation of the above policies. It also updates to the Internal Risk Management Committee of the Company on periodical basis about the various risk to the business and status of various activities planned to mitigate the risk.

Market Risk:

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, commodity prices, equity prices 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 borrowings.

Foreign Currency Risk:

Foreign currency risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to imports and exports of goods .

The Company evaluates that it is not significantly exposed to the exchange rate exposure arising from foreign currency transactions.

Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s short term borrowing. The Company constantly monitors the credit markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost

The Company is not significantly exposed to the interest rate risk as there are no borrowings and other financial assets which are linked to the fluctuation to the interest rate risks.

Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time, or at a reasonable price. The Company''s treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related such risk are overseen by senior management. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.

Financial arrangements:

The company does not have any borrowing facilities as on the Balance sheet dates.

Credit rate risk:

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assess financial reliability of counter party, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. 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.

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.

3.(B) FAIR VALUE MEASUREMENTS (IND AS 113)

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 Company has established the following fair value hierarchy that categorises the values into 3 levels. The inputs to valuation techniques used to measure fair value of financial instruments are:

Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities. The fair value of all bonds which are traded in the stock exchanges is valued using the closing price or dealer quotations as at the reporting date.

Level 2: The fair value of financial instruments that are not traded in an active market (For example traded bonds, over the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on company specific estimates. The mutual fund units are valued using the closing Net Asset Value. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

The management assessed that fair value of cash and bank balances, trade receivables, trade payables, cash credits and other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

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

(a) The fair values of the quoted investments/units of mutual fund schemes are based on market price/net asset value at the reporting date.

(b) The fair value of forward foreign exchange contracts is calculated as the present value determined using forward exchange rates and interest rate curve of the respective currencies.

(c) The fair value of the remaining financial instruments is determined using discounted cash flow analysis or based on the contractual terms. The discount rates used is based on management estimates.

4. SEGMENT REPORTING (IND AS 108):

The Company is exclusively engaged in the business of manufacturing and selling Precision Centerless Grinders. As per Ind AS 108 "Operating Segments", specified under Section 133 of the Companies Act, 2013, there are no reportable operating or geographical segments applicable to the Company.

Proposed dividends on equity shares are subject to approval at the annual general meeting and are not recognized as a liability (including Dividend Distribution Tax thereon) as at 31st March 2018.

5.(B) CAPITAL MANAGEMENT (IND AS 1):

The Company''s objectives when managing capital are to (a) maximise shareholder value and provide benefits to other stakeholders and (b) maintain an optimal capital structure to reduce the cost of capital.

For the purposes of the Company''s capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt Consistent with others in the industry.

6. DISCLOSURES IN ACCORDANCE WITH IND AS-19 ON "EMPLOYEE BENEFITS"

a) Defined Contribution Plans - The Company has recognised the following amounts in the Statement of Profit and Loss for the year:

b) Defined Benefit Plans - Gratuity and Provident Fund Gratuity:

Inherent Risk - The plan is defined benefit in nature which is sponsored by the Company and hence it underwrites all the risks pertaining to the plan. In particular, this exposes the Company to actuarial risk such as adverse salary growth, change in demographic experience, inadequate return on underlying plan assets. This may result in an increase in cost of providing these benefits to employees in future. Since the benefits are lump sum in nature, the plan is not subject to any longevity risks.

The Company operates a gratuity plan which is administered through Life Insurance Corporation and a trust which is administered through trustees. Every employee is entitled to a minimum benefit equivalent to 15 days salary last drawn for each completed year of service in line with Payment of Gratuity Act, 1972. However, certain employees are entitled to benefit higher than the benefit prescribed under Payment of Gratuity Act, 1972. The same is payable at the time of separation from the Company or retirement, whichever is earlier or death in service.

* Fair value of Plan Assets for gratuity represents the amount as confirmed by the Insurer Managed Funds.

iii) Amount recognised in Balance Sheet including a reconciliation of the present value of the defined benefit obligation in b(i) and the fair value of the plan assets in b (ii) to the assets and liabilities recognised in the balance sheet:

vii) The overall expected rate of return on assets is based on the expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

7. CONTINGENT LIABILITIES :

Claims against the Company not acknowledged as debt:

a) Penalty Levied by DGFT of Rs.23 Lacs (Net of advance) (31st March, 2017 - Rs. 23 Lac, 1st April 2016 - Rs. 23 Lac/-) and contested in appeal, vide WP No.1957 of 2000 pending at Delhi High Court.

b) Bank Guarantees Rs. 47,92,000/- (31st March, 2018 - Rs. 1,32,10,000/-)

c) There is a dispute regarding demand raised by Excise and Custom Department (CEGAT) of Rs. 3,54,036/- (31st March, 2017 - Rs. 3,54,036/-, 1st April 2016 -Rs. 3,54,036/-) which is being contested on Order No. D/827/97 of Rs.3,54,036/- dt. 14.08.1997. Amount has been paid against thereof as advance under protest and reflected under Non-Current Assets.

d) Income Tax Demands of Rs. 38.14 lacs ( Previous year Rs. 38.14Lacs)

Note: These are the regular suppliers of the Company and so bulk payments are made to them almost every month. These delayed payments are made on mutually agreed payment terms between the suppliers and the coimpany. The company has paid the pending amount of Rs. 443326 as on 18th april,2019 and the one amount of Rs. 52424 on 23rd may, 2019. An amount of Rs. 276563 is still pending for non completion of work by the supplier.

8. MERGER BY ABSORPTION OF SHRUCHI MANUFACTURING COMPANY LTD.

A WHOLLY OWNED SUBDIDIARY COMPANY

The Board of Directors at its meeting held on 31st day of March, 2018, had approved the Scheme of Merge by Absorption (the scheme) under section 230 & 232 of the Companies Act, 2013 interalia providing for merger of the Shruchi Manufacturing Limited, the wholly owned subsidary Company ( Transferor Company ) with the Company, which pending before National Company Law Tribunal, Mumbai Bench (the NCLT), appointed date being 1st day of April, 2017, and the petition for the same was filed on 04th Jan. 2019 with NCLT Bombay Bench and pending . Necessary accounting effect shall be given in the Financial Statements of the Company on final approval of the NCLT and of respective authorities.

9. Previous Year''s figures have been regrouped / rearranged, wherever necessary.

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Mar 31, 2017

1.SEGMENT INFORMATION:

The Company is exclusively engaged in a single business segment of manufacture and sale of Grinding Machines and accordingly this is the only primarily reportable segment

Geographical Segments:

Secondary segmental reporting is based on the geographical location of customers. The geographical segment have been disclosed on revenue within India (Sales to customers within India) and revenues outside India (Sales to customers located out-side India). Secondary segment assets and liabilities are based on the location of such assets/liability.

2. Sundry Creditors, Sundry Debtors, Loans and Advances are subject to confirmation

3. The Company has no information as to whether any of its suppliers constitute small-scale industrial undertakings and therefore, the amount due to such suppliers has not been identified.

4 The company has not received any intimation from " suppliers" regarding their status under the Micro Small and Medium Enterprises Development Act; 2006 and, hence, disclosure, if any relating the amounts un paid as at 31st March,2017 together with interest paid and payable are required under the said Act have not been given.

5 A. Gratuity

The company''s obligations towards the gratuity Fund is a Defined Benefit Plan. Every employee who has completed a continuous period of five years or more of services gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India in form of a qualifying insurance policy.

The Following tables summarize the components of net benefit expense recognized in the Statement of Profit and Loss and the fund status and amounts recognized in the Balance sheet

The estimates of future salary increases, considered in actuarial variation, take account of inflation, seniority promotion and other relevant factors ,such as supply and demand in the employment market

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled.

6 Prior Period Items:

Exceptional Items include prior period items as follows

a) Relating to administrative expenses Rs. 60,528/-

b) Relating to Investments in foreign subsidiary company Rs. 3,785,542/Relating to write-off of investment in foreign subsidiary company M/s JBS Machinery Corp in USA which was involuntary dissolved as per the order dated 9-8-13 of the Secretary of state ILLINOIS. As the dissolution was affected in earlier years and noticed by management during year the same is treated as prior period item in current year.

As per management the subsidiary is non operational and technology it owns is fully exhausted and obsolete and accordingly management having no intention to revive the company, the investment are written off.

7 There are no amounts due and outstanding, to be credited to Investor Education and Protection Fund

8 Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act,2013 regarding Corporate Social Responsibility activity is not applicable to the company.

9 Statement showing details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016, as required by notification issued by MCA on 30th March, 2017.

10 Previous Year''s figures have been regrouped / re-arranged wherever deemed necessary so as to make them comparable and figures are stated to the nearest rupee.

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Mar 31, 2015

1. EXTRAORDINARY ITEMS

Extra Ordinary item includes prior year expenses amounting to Rs.761,264/- ( Rs.366,685/-)

2 Company is contingently liable in respect of:

a) Penalty Levied by DGFT of Rs. 23 Lacs (Net of advance) (Previous year- Rs. 23 Lacs) and contested in appeal, vide WP No.1957 of 2000 pending at Delhi High Court.

b) Income Tax Demand under dispute and contested under appeal:

A.Y.2006-07 -Penalty Rs. Nil /- ( Previous year Rs. 8,00,000/-)

c) Bank Guarantees Current year Rs. Nil/-( P.Y Rs. 15,32,000/-)

d) There is a dispute regarding demand raised by Excise and Custom Department (CEGAT) of Rs. 3,54,036/- (Previous year Rs. 3,54,036/-) which is being contested on Order No. D/827/97 of Rs. 3,54,036/- dt. 14.08.1997. Amount has been paid against thereof as advance under protest and reflected under Non-Current Assets.

3 Related Party Disclosures have been set out as below. The related parties, as defined by Accounting Standard 18 related party disclosure, issued by Institute of Chartered Accountants of India, in respect of which the disclosures have been made, have been identified on the basis of information available with the company.

a) Names of Related Parties and description of Relationship:

1) Subsidiaries : Shruchi Manufacturing Limited JBS Machinery Corporation

2) Associates : Adventure Advertising Private Limited Metal Perforation Private Limited.

3) Key Management

Personnel : Mr. A.J. Sheth - Chairman & Managing Director Mr. H.J. Badani-Vice Chairman & Managing Director Mr. Harsh Badani- Whole Time Director

4) Relatives of Key Management Smt. Jyoti P. Sheth - Wife of Chairman Emeritus Personnel and Associates

5) Chairman Emeritus Mr. P.J. Sheth

4 The Company has no reportable segment. Accordingly, pursuant to Accounting Standard (AS-17) on segment reporting issued by the institute of Chartered Accountant of India, segmental information is not required to be provided.

5 Sundry Creditors, Sundry Debtors, Loans and Advances are subject to confirmation.

6 The Company has no information as to whether any of its suppliers constitute small-scale industrial undertakings and therefore, the amount due to such suppliers has not been identified.

7 The company has not received any intimation from " suppliers" regarding their status under the Micro Small and Medium Enterprises Development Act; 2006 and, hence, disclosure, if any relating the amounts un paid as at 31st March,2015 together with interest paid and payable are required under the said Act have not been given.

8 A. Gratuity

The company's obligations towards the gratuity Fund is a Defined Benefit Plan. Every employee who has completed a continuous period of five years or more of services gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with Life Insurance Corporation of India in form of a qualifying insurance policy.

The estimates of future salary increases, considered in actuarial variation, take account of inflation, seniority promotion and other relevant factors ,such as supply and demand in the employment market.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled.

9 There are no amounts due and outstanding, to be credited to Investor Education and Protection Fund.

10 Previous Year's figures have been regrouped / re-arranged wherever deemed necessary so as to make them comparable and figures are stated to the nearest rupee.

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Mar 31, 2014

1. COMPANY IS CONTINGENTLY LIABLE IN RESPECT OF:

a). Penalty Levied by DGFT of Rs. 23 Lacs (Net of advance) (Previous year- Rs.23 lacs) and contested in appeal, vide WP No.1957 of 2000 pending at Delhi High Court.

b). Income Tax Demand under dispute and contested under appeal A.Y.2006-07-Penalty Rs.800,000/- (Previous year Rs. 800,000)

c) Bank Guarantees issued Rs.1,532,500/- (P.Y Rs.910,200/-)

d) ESIC Demand under dispute Rs. Nil/- (P.Y. 525,694/-)

2. Related Party Disclosures have been set out as below. The related parties, as defined by Accounting Standard 18 related party disclosure, issued by Institute of Chartered Accountants of India, in respect of which the disclosures have been made, have been identified on the basis of information available with the companv.

A) NAMES OF RELATED PARTIES AND DESCRIPTION OF RELATIONSHIP:

1). Subsidiaries : Shruchi Manufacturing Limited JBS Machinery Corporation

2). Associates : Adventure Advertising Private Limited Metal Perforation Private Limited.

3). Key Management Personnel : Mr. A J. Sheth - Chairman & Managing Director Mr. H.J. Badani -Vice Chairman & Managing Director Mr. Harsh Badani - Whole Time Director

4). Relatives of Key Management Smt. Jyoti P. Sheth - Wife of Chairman Emeritus Personnel and Associates

5). Chairman Emeritus Mr. P.J. Sheth

3. The Company has no reportable segment. Accordingly, pursuant to Accounting Standard (AS-17) on segment reporting issued by the institute of Chartered Accountant of India, segmental information is not required to be provided.

4. The company has not reported liabilities of Gratuity which is a defined benefit plan in accordance with Accounting Standard 15 issued by Institute of Chartered Accountants of India as it is covered under Group Gratuity Scheme of Life Insurance Corp. of India.

5. There is a dispute regarding demand raised by Excise and Custom Department (CEGAT) of Rs. 3,54,036.00 ( Previous year Rs. 3,54,036/-) which is being contested on Order No. D/827/97 of Rs.3,54,036.00 dt. 14.08.1997. Amount has been paid against thereof as advance under protest.

6. Sundry Creditors, Sundry Debtors, Loans and Advances are subject to confirmation.

7. The company has not received any intimation from " suppliers" regarding their status under the Micro Small and Medium Enterprises Development* Act 2896 and, hence, disclosure, if any the awaits un paid as at 31st March,2OT4 together with interest paid and ratable are required under the said Act have not been gain.

8. There are no amounts due and outstanding, to be credited to and Protection Fund.

9. The Accounts sf Subsidiary Companies have not been consolidated in the Financial Statements of the Company, as the amounts involved are not material

10. Previous Year’s figures have been regrouped / rearranged wherever Jetmore necessary so as to make them comparable and figures.

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Mar 31, 2013

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

The Board of Directors, in their meeting on 04-5-2013 proposed a dividend of Rs.0.75 per equity share. The proposal is subject to the approval of share holders at their Annual General Meeting to be held on The total dividend appropriation for the year ended 31st March, 2013 amounted to Rs. 3,959,273/-including corporate dividend tax of Rs. 552,641/- During the year ended March, 31, 2012 the amount per share dividend recognised as distributions to equity share holders was Rs. 1.50. The total dividend appropriation for the year ended March 31, 2012 amounted to Rs.7,918,717/- including corporate dividend tax of Rs.1,105,453/-.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

1 Extra-ordinary item includes prior years gratuity contribution to LIC Group Gratuity Scheme Rs.Nil (P.Y. Rs.836,724/-) prior years listing fees to Baroda Etock Exchange Nil (P.Y.Rs.34759/-) penalty towards compounding u/s 297 Rs.Nil (P.Y,Rs,150,000/-)

2 Company is contingently liable in respect of:

a). Penalty Levied by DGFT of Rs. 23 Lacs (Net of advance) (P.Y. Rs.23 lacs) and contested in appeal, vide WP No. 1957 of 2000 pending at Delhi High Court.

b). Income Tax Demand under dispute and contested under appeal:

A.Y.2006-07-Penalty Rs.800,000/- ( P.Y. Rs. 800,000)

c). Bank Guarantees issued Rs.910,200/-( P.Y Rs.3,615,000)

d). ESIC Demand under dispute Rs.525,694/-(P.Y. Rs. NIL)

3 Related Party Disclosures have been set out as below. The related parties, as defined by Accounting Standard 18 related party disclosure, issued by Institute of Chartered Accountants of India, in respect of which the disclosures have been made, have been identified on the basis of information available with the company.

* Figures in Brackets are of previous year.

4 The Company has no reportable segment. Accordingly, pursuant to Accounting Standard (AS-17) on segment reporting issued by the institute of Chartered Accountant of India, segmental information is not required to be provided.

5 The company lias not reported liabilities of Gratuity which is a defined benefit plan in accordance with Accounting Standard 15 issued by Institute of Chartered Accountants of India as it is covered under Group Gratviity Scheme of Life Insurance Corp. of

6 There is a dispute regarding demand raised by Excise and Custom Department ( CEGAT) of Rs. 354,036.00 ( P. Y. Rs. 354,036/-) which is being contested on Order No. D/827/97 of Rs.354,036.00 dt. 14.08.1997. Amount has been paid against thereof as advance under protest.

7 Sundry Creditors, Sundry Debtors & Loans and Advances are subject to confirmation.

8 The Company has no information as to whether any of its suppliers constitute small-scale industrial undertakings and therefore, the amount due to such suppliers has not been identified.

9 The company has not received any intimation from " suppliers" regarding their status under the Micro Small and Medium Enterprises Development Act; 2006 and, hence, disclosure, if any relating the amounts un paid as at 31st March,2012 together '' with interest paid and payable are required under the said Act have not been given.

10 There are no amounts due and outstanding, to be credited to Investor Education and Protection Fund.

11 The Accounts of Subsidiary Companies have not been consolidated in the Financial Statements of the Company, as the amounts involved are not material.

12 Previous Year''s figures have been regrouped / re-arranged wherever deemed necessary so as to make them comparable and figures are stated to the nearest rupee.

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Mar 31, 2012

The previous period figures have been regrouped/reclassified, wherever necessary to conform to the current presentation.

The Company has only one class of shares referred to as equity shares having a par value of "10/-. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

The Board of Directors, in their meeting on 28-4-2012proposed a dividend of Rs. 1.50 per equity share. The proposal is subject to the approval of share holders at their Annual General Meeting to be held on 31-5-12. The total dividend appropriation for the year ended 31st March, 2012 amounted to Rs.79,18,717/-including corporate tax of Rs 11.05.453/-

During the year ended March, 31, 2011 the amount per share dividend recognised as distributions to equity share holders was Rs. 1.00. The total dividend appropriation for the year ended March 31, 2011 amounted to Rs. 52,96,631/- including corporate dividend tax of Rs.7,54,455/-.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be inproportion to the number of equity shares held by the shareholders.

1.1 Related Party Disclosures have been set out as below. The related parties, as defined by Accounting Standard 18 related party disclosure, issued by Institute of Chartered Accountants of India, in respect of which the disclosures have been made, have been identified on the basis of information available with the company.

1.2 The Company has no reportable segment. Accordingly, pursuant to Accounting Standard (AS-17) on segment reporting issued by the institute of Chartered Accountant of India, segmental information is not required to be provided.

1.2 The company has not reported liabilities of Gratuity which is a defined benefit plan in accordance with Accounting Standard 15 issued by Institute of Chartered Accountants of India as it is covered under Group Gratuity Scheme of Life Insurance Corp. of India.

1.3 There is a dispute regarding demand raised by Excise and Custom Department (CEGAT) of Rs. 3,54,036.00 (Previous year Rs. 3,54,036/-) which is being contested on Order No. D/827/97 of Rs.3,54,036.00 dt. 14.08.1997. Amount has been paid against thereof as advance under protest.

1.4 Sundry Creditors, Sundry Debtors, Loans and Advances are subject to confirmation.

1.5 The Company has no information as to whether any of its suppliers constitute small-scale industrial undertakings and therefore, the amount due to such suppliers has not been identified.

1.6 The company has not received any intimation from " suppliers" regarding their status under the Micro Small and Medium Enterprises Development Act; 2006 and, hence, disclosure, if any relating the amounts un paid as at 31st March,2012 together with interest paid and payable are required under the said Act have not been given.

1.7 There are no amounts due and outstanding, to be credited to Investor Education and Protection Fund.

1.8 The Accounts of Subsidiary Companies have not been consolidated in the Financial Statements of the Company, as the amounts involved are not material.

1.9 Previous Year's figures have been regrouped / re-arranged wherever deemed necessary so as to make them comparable and figures are stated to the nearest rupee.

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Mar 31, 2011

1). Company is contingently liable in respect of:

a). Penalty Levied by DGFT of Rs. 23 Lacs (Net of advance) (Previous year- Rs.23 lacs) and contested in appeal, vide WP No. 1957 of 2000 pending at Delhi High Court.

b). Income Tax Demand under dispute and contested under appeal: A.Y.2006-07 Rs.215,571/- (Previous year Rs.215,571) A.Y.2007-08 Rs. 192,840/-(Previous Year Rs. 192,480)

c). Bank Guarantees issued Rs.1,51,62,226

2). There is a dispute regarding demand raised by Excise and Custom Department (CEGAT) of Rs. 354,036 ( Previous year Rs. 3,54,036/-) which is being contested on Order No. D/827/97 of Rs.354,036 dt. 14.08.1997. Amount has been paid against thereof as advance under protest.

3) The Company has no reportable segment. Accordingly, pursuant to Accounting Standard (AS-17) on segment reporting issued by the institute of Chartered Accountant of India, segmental information is not required to be provided.

4). The company has not reported liabilities of Gratuity which is a defined benefit plan in accordance with Accounting Standard 15 issued by Institute of Chartered Accountants of India as it is covered under Group Gratuity Scheme of Life Insurance Corp. of India.

5). Related Party Disclosures have been set out as below. The related parties, as defined by Accounting Standard 18 related party disclosure, issued by Institute of Chartered Accountants of India, in respect of which the disclosures have been made, have been identified on the basis of information available with the company.

a) Names of Related Parties and description of Relationship:

1). Subsidiaries : Shruchi Marketing Limited

JBS Machinery Corporation

2). Associates : Adventure Advertising private Limited

Metal Perforation Private Limited.

3). Key Management

Personnel ShriA.J.Sheth - Chairman & Managing Director

ShriH.J.Badani - Vice Chairman & Managing Director

Shri Harsh Badani - Whole Time Director

4). Relatives of Key Management Smt. Jyoti P. Sheth -Wife of Chairman Emeritus

Personnel and Associates

5). Chairman Emeritus Shri P. J. Sheth

6). Sundry Creditors, Sundry Debtors, Loans and Advances are subject to confirmation.

7). The Company has no information as to whether any of its suppliers constitute small-scale industrial undertakings and therefore, the amount due to such suppliers has not been identified.

8). The company has not received any intimation from "suppliers" regarding their status under the Micro Small and Medium Enterprises Development Act; 2006 and, hence, disclosure, if any relating the amounts un paid as at 31st March,2011 together with interest paid and payable are required under the said Act have not been given.

9). There are no amounts due and outstanding, to be credited to Investor Education and Protection Fund.

10). The Accounts of Subsidiary Companies have not been consolidated in the Financial Statements of the Company, as the amounts involved are not material.

11). Previous Years figures have been regrouped / re-arranged wherever deemed necessary so as to make them comparable and figures are stated to the nearest rupee. 17). Balance Sheet abstract and Companys general business profile as required in Part IV of Schedule VI of the Companies Act, 1956 is appended herein below; 18). Bankers of the Company M/s Axis Bank Ltd. has appointed Mr.Prakash Bhavsar, Govt Approved Valuer towards valuation of Land & Building of the Company. The Valuation of Land & Building as per his Report is as on 15/02/2011 Rs.11,38,00,000/-

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Mar 31, 2010

1). Company is contingently liable in respect of:

a). Penalty Levied by DGFT of Rs. 23 Lacs (Net of advance) ( Previous year- Rs.23 lacs) and contested in appeal, vide WP No. 1957 of 2000 pending at Delhi High Court.

b). Income Tax Demand under dispute and contested under appeal: A.Y.2006-07 Rs.215571/- (Previous year Rs.215571) A.Y.2007-08 Rs. 192840/- (Previous Year Rs. Nil)

2). There is a dispute regarding demand raised by Excise and Custom Department ( CEGAT) of Rs. 354,036.00 ( Previous year Rs. 354036/-) which is being contested on Order No. D/827/97 of Rs.354,036.00 dt. 14.08.1997. Amount has been paid against thereof as advance under protest.

3) The Company has no reportable segment. Accordingly, pursuant to Accounting Standard (AS-17) on segment reporting issued by the institute of Chartered Accountant of India, segmental information is not required to be provided.

6). The company has not reported liabilities of Gratuity which is a defined benefit plan in accordance with Accounting Standard 15 issued by Institute of Chartered Accountants of India as it is covered under Group Gratuity Scheme of Life Insurance Corp. of India

7). Related Party Disclosures have been set out as below. The related parties, as defined by Accounting Standard 18 related party disclosure, issued by Institute of Chartered Accountants of India, in respect of which the disclosures have been made, have been identified on the basis of information available with the company.

9). Sundry Creditors, Sundry Debtors, Loans and Advances are subject to confirmation.

10). The Company has no information as to whether any of its suppliers constitute small-scale

industrial undertakings and therefore, the amount due to such suppliers has not been identified.

11). The company has not received any intimation from " suppliers" regarding their status under the Micro Small and Medium Enterprises Development Act; 2006 and, hence, disclosure, if any relating the amounts un paid as at 31st March,2010 together with interest paid and payable are required under the said Act have not been given.

12). There are no amounts due and outstanding, to be credited to Investor Education and Protection Fund.

13). The Accounts of Subsidiary Companies have not been consolidated in the Financial Statements of the Company, as the amounts involved are not material.

15). Additional information pursuant to the provisions of paragraphs 3, 4(C) and 4(D) of Part II of the Schedule VI of the companies Act, 1956:

16). Previous Years figures have been regrouped / re-arranged wherever deemed necessary so as to make them comparable.

17). Balance Sheet abstract and Companys general business profile as required in Part IV of Schedule VI of the Companies Act, 1956 is appended herein below;