Zenith Steel Pipes & Industries Ltd. के अकाउंट के लिये नोट

Mar 31, 2025

34. Contingent liabilities and Commitments (to the extent not provided for		(Rs.in Lakhs)
(a) Estimated amount of contracts remaining to be executed on capital account (net of advances), not provided for	NIL	NIL
(b) Contingent liablilities not provided for
Particulars	31st March. 2025	31 st March. 2024
1. Disputed Demands on account of
a) Custom Duty	8545	85.45
b) Excise Duty	129 78	129.78
c) Central Sales Tax	78.88	78.88
d) Maharsahtra VAT	3398 71	4698 21
e) Income Tax	2.18	252.78
Total	3695.00	5245.10

(e) The Company is a party to various legal proceedings in the normal course of business and does not expect the outcome of the proceedings to have any adverse effect on its financial conditions, results of operations or cash flows

(d) The outflow of the resources in respect of pending disputed matters in respect of Sales Tax, Income Tax, VAT and Excise Duty would depend on the ultimate outcome of the disputes lying before vanous authorities amounting to Rs 3695 00 Lakhs (previous year Rs 5245 10 Lakhs) However company h is made the provisions of Rs 294 12 Lakhs The Company has taken legal and other steps necessary to protect its position in respect of these claims

Pending full utilization, the balance amount is held m Current/Fixed deposit floan/advances accounts There is Provision tor doubtful advances to the tune of Rs 10,925

Lakhs Pending recovery or that advance, the amount available for deployment will be at lesser to that extent

Dunng the year 2006-07 the Company made a Follow on Public Issue and consequently raised an amount of Rs 13100 Lakhs

The shareholders of the company at the Annual General Meeting held on 17th September. 2012 approved variation «i utilization of follow on public offer proceeds, so that the company can also utilize the proceeds for Manufactunng of SAW S ERW pipes at Chennai or at such other locations as may be decided by the Board Out of Rs 13500 Lakhs. Rs 8036 Lakhs will be utilized from the unutilized proceeds of public issue and balance Rs 5464 Lakhs will be from unutilized proceeds of GDR issue The detail of utilization of proceeds of Rs 13500 lakhs is given here above

36. The tide deeds for land (freehold ). building, licenses, with respect to one location le Murbad are m the process of being transferred in the name of the Company on amalgamation of Tungabhadra Holdings Private Limited Stamp duty and other levies arisng out of the same. If any. shall be accounted on determination and completior of transfer formalities

40. In the opinion of the Board, Current Assets, Loans and Advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

41. Disclosures in respect of Derivatives Instruments:

Derivative instruments outstandings as at 31st March 2025 Rs. NIL. (Previous Year NIL)_

42. In accordance with IND-AS 108 "Segment Reporting", segment information has been given in the consolidated financial statement of the Company and therefore, no separate disclosure on segment information is given in these financial statements

43. Balance Confirmations-

a. The balance of Trade Payables, Trade Receivables. Loans and Advances, Deposits, Current Liabilities. Borrowings from others etc. are considered as per books of account, due to pending reconciliations by the management and thus direct confirmations were not sent to the parties In the opinion of the management, since the amount due to/ from these parties are fully payable/recoverable, no material difference is expected to arise at the time of settlement, requmng accounting effect in as on 31/03/2025.

b The Company is currently in the process of settling the amounts of trade payable to Ess Jay Global Ventures Pnvate Limited and trade receivable from Mango Capital LLC on a net basis, as per applicable law as applicable and after that necessary confirmation will be obtained from the parties after the same.

Pursuant to the above, the Company had received a legal notice on 29/06/2023 from Ess Jay Global Ventures Pnvate Limited to which the Company has sent a response on 30/06/2023. Accordingly, the company has determined that the net amount receivable from the group is Rs. 150 Lakhs which is under aforesaid reconciliation/legal dispute

The company has received further communication in this regards from the Advocates of Ess Jay Global Ventures Pnvate Limited on 12/08/2023 for which the company has provided responses on 27/09/2023 through the Company advocates. Besides, the company has also sent a formal legal notice to Mango Capital LLC on 04/10/2023 asking them to clear their dues. As on date, the company has not received any further communication in regards to the same

c. The Company has not obtained confirmations form all vendors regarding MSME status, hence without the relevant details, provision is not made for interest liability towards the same in the books as of 31/03/2025 as well as disclosures related to MSME is not appropriate in absence of identification of MSME parties.

44. The company has declared a lockout of its Khopoli unit in November, 2013 and the same has been treated as a discontinued unit'' operation from the quarter ended 30-09-2020 and the disposal unitoperation have also been considered as discontinued operations in accordance with Ind AS 105 - Non-Current Assets Held for Sale and Discontinued Operations''.

45. The Company had entered into a MOU with Tribus Real Estate Pvt. Ltd. (TREPL) for taking over the company''s bank loans as reflected earlier in the company''s books based on terms agreed to between the Company and TREPL TREPL will negotiate with the lending Banks/ARCs to settle their dues amicably either through One Time Settlement or otherwise on acceptable terms and takeover all secured loans of the Company from banks together with secunties offered to the banks by the Company. As per MOU, TREPL will enjoy absolute nght on those secunties till the Company repays the amount stated in MOU. The amount to the extent paid by TREPL has been shown in the accounts as Secured Loan from Others. Bank/ARC is holding mortgaged securities which are not yet assigned in favor of the TREPL

46. Consortium of banks has taken action under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 in February,2014 and called upon the company to repay the amount of Rs 193.19 Crores towards the dues as on 31.01.2014 within sixty days. Thereafter the consortium of banks have taken symbolic possession on 29.05.2014 of the immovable assets at the Khopoli unit and filed a case for taking physical possession .which will be reviewed afresh by Invent Assets Securitisation and Reconstruction Pnvate Limited since the loan has been assigned to them by bank on 31-03-2018. The matter is currently pending before the Debt Recovery Tribunal (DRT), Pune, and the the next hearing has been adjourned to 11.06.2025.

47. The net worth of the Company as per the definition given in the Companies Act, 2013 continues to be negative as on 31-03-2025 due to accumulated losses.Considering strategic understanding with suppllers customers, the company is on the revival mode and is operating some of the units. Also, the Company''s Board of Directors ( the Board ) are examining available options to further increase sales/income from operations Bamng unforeseen circumstances beyond the control of the Company, the Board is confident about the Company''s ability to continue as a going concern Based thereupon and considenng the projected revenues / cash flows, the Company has prepared accounts on a going concern basis.

48. The company was prohibited from accessing the securities market for three years by a SEBI order dated 31/03/2021 for violating certain sections of the SEBI Act 1992 and the SEBI Regulation for Issue of Global Depositary Receipts ("GDR"). On 16/07/2021, the Company appealed against the aforementioned order The final hearing was completed on 03/01/2023, and SEBI issued the final ruling on 21/02/2023 As per the ailing, the Company''s appeal was largely upheld, the debarment was shortened to the time already served, and the penalty was decreased from Rs 10 crores to Rs 25 lakhs The same has been provided in the books of accounts of the Company as of 31/03/2023 and is yet to be paid as of 31/03/2025. As on date, SEBI has filed a civil appeal with Supreme Court against the same on 07/08/2023 which has been admitted as on 02/01/2025. As on date, the company has not received any further communication in regards to the same.

49. For the purpose of valuing its inventories, the company used the weighted average cost technique and reported an inventory value of Rs.779.36 Lakhs as of 31/03/2025. Due to the added variable costs connected with manufactunng the goods, the value of finished goods, work in progress, and scrap items is done manually rather than being produced by a system.

50. There are certain non-operating current bank accounts of the Company. The bank statements and balance confirmations as on 31/03/2025 for these accounts could not be obtained; the company has provided for the full amount (Rs.41.07 Lakhs) pending clarifications/confirmations from respective Banks.

51. The Company has received a show cause notice u/s 148A(b) of Income Tax Act, 1961 on 01/03/2024 for AY 2020-21 in respect of acquisition of Non-Performing Assets by Invent group The Company has made necessary submission on 14/03/2024 to the Authorities. On 15/04/2024 the Company has received notice u/s 148 of Income Tax Act, 1961 to reassess the income or tax and file the return within 90 days from the notice. The Company is in process to file the return as per u/s 148. The Company is in process of filing the return for the same

52. The management has assessed the provisions for expenses made in earlier years for quality claim and export freight and based thereon, reversed provisions in the accounts in respect of certain parties and disclosed the same under other income as provision written back amounting to Rs. 781.91 lakhs.

53. Other Expenses includes legal and professional charges of Rs.667.15 lakhs dunng the year, these primarily pertain to expenses incurred towards ongoing legal proceedings, regulatory and departmental matters, and professional advisory services obtained by the Company in the ordinary course of business.

54. The Company has received a demand notice amounting to RS. 1,836.95 lakhs in Form DRC-08 from the Office of the Commercial Tax Officer, Tamil Nadu, pursuant to an audit conducted by the GST Department for the financial year 2018-19. In response, the Company filed a writ petition before the Honble Madras High Court on 27/08/2024, challenging the demand and seeking an intenm stay. The Hon ble Court granted an interim stay on 04/10/2024, which remains effective until further orders The next heanng. initially scheduled for 18/11/2024, has been adjourned, and a revised date is yet to be notified by the Court. Based on legal advice and management''s evaluation, the Company believes it has a mentonous case and expects a favorable outcome. Accordingly, no provision has been made in the financial results for the quarter and year ended 31/03/2025, in respect of the said demand

55 Dunng the current quarter, the Company has received a GST demand notice of Rs 28.76 lakhs from the Tamil Nadu Commercial Tax Officer in Form DRC-08, pursuant to an audit conducted by the GST Department for the financial year 2020-21. The demand pnmanly relates to certain disallowances and observations raised dunng the audit proceedings. The Company is in the process of filing an appeal before the appropriate Appellate Authority within the prescnbed time limits under the GST law, challenging the demand raised in the notice Based on legal advice and internal assessment, the management believes that the demand is not tenable, and accordingly, no provision has been made in the financial statements for the same as of 31/03/2025.

57. Fair values of financial assets and financial liabilities:

(i) Valuation All financial instruments are initially recognized and subsequently re-measured at fair value as described below: The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between the willing parties, other than in a forced or liquidation sale. The fair value of investment in quoted Equity Shares, Bonds, Government Secunties, Treasury Bills and Mutual Funds is measured at quoted price or NAV. The fair value of the remaining financial instruments is determined using discounted cash flow analysis The financial instruments are categorized into three levels based on the inputs used to arrive at fair value measurements as descnbed below: Level 1: Quoted pnces (unadjusted) in active markets for identical assets or liabilities; and Level 2: Inputs other than the quoted pnces included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. The carrying values of the financial instruments by categones were as follows:

The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique ‘Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilitiies.

‘Level 2 - Inputs other than quoted pnces included within Level 1 that are observable for the asset or liability, either directly (i.e as prices) or indirectly (i.e. denved from prices).

‘Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

No financial assets/liabilities have been valued using level 1 fair value measurements.

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recumng basis:

The carrying amounts of borrowings, trade payables, other financial liabilities and other current liabilities are considered to approximate their fair values due to their short term nature They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including own and counterparty credit nsk.

58. Financial risk management objectives and policies:

The Company is exposed to vanous financial risks. These risks are categorized into market risk, credit nsk and liquidity risk. The Company''s risk management is coordinated by the Board of Directors and focuses on securing long term and short term cash flows The Company does not engage in trading of financial assets for speculative purposes

(A) Market risk:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market nsk composes three types of risk interest rate risk, currency nsk and other pnce nsk, such as equity pnce risk and commodity risk. Financial instruments affected by market nsk include borrowings and denvative financial instruments

(i) Interest rate risk:

Interest rate nsk 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 pnmanly to the Company''s long-term debt obligations with floating interest rates.

(ii) Foreign currency risk:

The Company is exposed to foreign currency risk arising mainly on borrowing, export of finished goods and import of raw material Foreign currency exposures are managed within approved policy parameters utilising forward contracts.

(B) Credit risk:

Credit nsk is the nsk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations Credit nsk arises pnncipally from the statutory deposits with regulatory agencies and also arises from cash held with banks and financial institutions. The maximum exposure to credit nsk is equal to the carrying value of the financial assets The objective of managing counterparty credit risk is to prevent losses in financial assets The Company assesses the credit quality of the counterparties, taking into account their financial position, past expenence and other factors

The Company limits its exposure to credit nsk of cash held with banks by dealing with highly rated banks and institutions and retaining sufficient balances in bank accounts required to meet a month''s operational costs. The Management reviews the bank accounts on regular basis and fund drawdowns are planned to ensure that there is minimal surplus cash in bank accounts. The Company does not foresee any credit risks on deposits with regulatory authorities.

( C ) Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.

59. Capital management:

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

The Company monitors geanng ratio i e. total debt in proportion to its overall financing structure, i.e. equity and debt Total debt mainly compnses of borrowings from banks, financial institutions and Unsecured Loans The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the nsk characteristics of the underlying assets.

60. Corporate social responsibility:

(A) The provisions stipulated under section135 of the Companies Act 2013 are not applicable to the company for the year as there has been no profits for the last three years .negative net worth .and the turnover is below the limit specified

(B) No expenditure has been paid to a related party, in relation to CSR expenditure as per Ind-AS 24. Related Party Disclosures.

61. Disclosure under Micro,Small and Medium Enterprises Development Act, 2006

Under the Micro, Small and Medium Enterpnses Development Act, 2006 (MSMED) which came into force from October 02, 2006, certain discloure are required to be made relating to MSME On the basis of the information and records available with the company, the following discloures are made for the amount due to Micro and Small Enterprises.

62. Previous year figures have been regrouped/ reclassified to conform presentation as per Ind AS as required by Schedule III of the Act.

The accompanying notes are an integral part of these financial statements.

---

Mar 31, 2024

34. Contingent liabilities and Commitments (to the extent not provided for)		(Rs.ln Lakhs)
(a) Estimated amount of contracts remaining to be executed on capital account (net of advances), not provide! for:	NIL	NIL
(b) Contingent liablilities not provided for
Particulars	31st March, 2024	31st March, 2023
1. Disputed Demands on account of
a) Custom Duty	85.45	85.45
b) Excise Duty	129.78	129.78
c) Central Sales Tax	78.88	78.88
d) Maharsahtra VAT	4698.21	4698.71
e) Income Tax	252.78	252 78
Total	5245.10	5245.60

(c) The Company is a party to various legal proceedings in the normal course of business and does not expect the outcome of the proceedings to have any adverse effect on its financial conditions, results of operations or cash flows.

(d) The outflow of the resources in respect of pending disputed matters in respect of Sales Tax, Income Tax. VAT and Excise Duty would depend on the ultimate outcome of the disputes lying before various authorities amounting to Rs. 5245.10 Lakhs (previous year Rs. 5245.60 Lakhs) However company has made the provisions of Rs. 294.12 Lakhs. The Company has taken legal and other steps necessary to protect its position in respect of these claims.

Pending full utilization, the balance amount is held in Current/Fixed deposit /loan/advances accounts. There is Provision for doubtful advances to the tune of Rs. 10.925 Lakhs. Pending recovery of that advance, the amount available for deployment will be at lesser to that extent.

During the year 2006-07 the Company made a Follow on Public Issue and consequently raised an amount of Rs. 13100 Lakhs

The shareholders of the company at the Annual General Meeting held on 17th September, 2012 approved variation in utilization of follow on public offer proceeds, so that the company can also utilize the proceeds for. Manufacturing of SAW & ERW pipes at Chennai or at such other locations as may be decide d by the Board. Out of Rs. 13500 Lakhs. Rs. 8036 Lakhs will be utilized from the unutilized proceeds of public issue and balance Rs.5464 Lakhs will be from unutilized proceeds of GDR issue. The detail of utilization of proceeds of Rs. 13500 lakhs is given here above

36. The title deeds for land (freehold ), building, licenses, with respect to one location ie Murbad are in the process of being transferred in the name of the Company on amalgamation of Tungabhadra Holdings Private Limited. Stamp duty and other levies arising out of the same , if any, shall be accounted on determination and completion of transfer formalities.

The Indian Parliament has approved the Code on Social Security. 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and the final rules are yet to be framed. The Company will carry out an evaluation of the impact and record the same in the financial statements in the period in which the Code becomes effective and the related rules are published.

42. In accordance with IND-AS 103 ‘Segment Reporting", segment information has been given in the consolidated financial statement of the Company and therefore, no separate disclosure on segment information is given in these financial statements.

43. Balance Confirmations-

a. The balance of Trade Payables, Trade Receivables, Loans and Advances, Deposits, Current Liabilities, Borrowings from others etc. are considered as per books of account, due to pending reconciliations by the management and thus direct confirmations were not sent to the parties. In the opinion of the management, since the amount due to/from these parties are fully payable/recoverable, no material difference is expected to arise at the time of settlement, requiring accounting effect in as on 31/03/2024.

b. The Company is currently in the process of settling the amounts of trade payable to Ess Jay Global Ventures Private Limited and trade receivable from Mango Capital LLC on a net basis, as per applicable law as applicable and after that necessary confirmation will be obtained from the parlies after the same.

Pursuant to the above, the Company had received a legal notice on 29/06/2023 from Ess Jay Global Ventures Private Limited to which the Company has sent a response on 30/06/2023. Accordingly, the company has determined that the net amount receivable from the group is Rs. 150 Lakhs which is under aforesaid reconciliation/legal dispute.

The company has received further communication in this regards from the Advocates of Ess Jay Global Ventures Private Limited on 12/08/2023 for which the company has provide responses on 27/09/2023 through the Company advocates. Besides, the company has also sent a formal legal notice to Mango Capital LLC on 04/10/2023 asking them to clear the dues. As on date, the company has not received any further communication in regards to the same.

c. The Company has not obtained confirmations form all vendors regarding MSME status, hence without the relevant details, provision is not made for interest liability towards the same in the books as of 31/03/2024 as well as disclosures related to MSME is not appropriate in absence of identification of MSME parties.

44. The company has declared a lockout of its Khopoli unit in November, 2013 and the same has been treated as a discontinued unit/ operation from the quarter ended 30-09-2020 and the disposal unit/operation have also been considered as discontinued operations in accordance with Ind AS 105 - ‘Non-Current Assets Held for Sale and Discontinued

Operations''.

45. The Company had entered into a MOU with Tribus Real Estate Pvt. Ltd. (TREPL) for taking over the company''s bank loans as reflected earlier in the company''s books based oi terms agreed to between the Company and TREPL. TREPL will negotiate with the lending Banks/ARCs to settle their dues amicably either through One Time Settlement or otherwise on acceptable terms and takeover all secured loans of the Company from banks together with securities offered to the banks by the Company. As per MOU, TREPL will enjoy absolute right on those securities till the Company repays the amount stated in MOU. The amount to the extent paid by TREPL has been shown in the accounts as Secured Loan from Others. Bank/ARC is holding mortgaged securities which are not yet assigned in favor of the TREPL.

46. Consortium of banks has taken action under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 in February,2014 and called upon the company to repay the amount of Rs 193.19 Crores towards the dues as on 31.01.2014 within sixty days. Thereafter the consortium of banks have taken symbolic possession on 29.05.2014 of the immovable assets at the Khopoli unit and filed a case for taking physical possession .which will be reviewed afresh by Invent Assets Securitisatior and Reconstruction Private Limited since the loan has been assigned to them by bank on 31-03-2013

47. The net worth of the Company as per the definition given in the Companies Act, 2013 continues to be negative as on 31-03-2024 due to accumulated losses.Considering strategic understanding with suppliers/customers, the company is on the revival mode and is operating some of the units. Also, the Company''s Board of Directors ( the Board) are examining available options to further increase sales/income from operations. Barring unforeseen circumstances beyond the control of the Company, the Board is confident about the Company''s ability to continue as a going concern. Based thereupon and considering the projected revenues / cash flows, the Company has prepared accounts on a going concern basis.

48. The company was prohibited from accessing the securities market for three years by a SEBI order dated 31/03/2021 for violating certain sections of the SEBI Act 1992 and the SEBI Regulation for Issue of Global Depositary Receipts ("GDR"). On 16/07/2021, the Company appealed against the aforementioned order. The final hearing was completed on 03/01/2023, and SEBI issued the final ruling on 21/02/2023. As per the ruling, the Company''s appeal was largely upheld, the debarment was shortened to the time already served, and the penalty was decreased from Rs. 10 crores to Rs. 25 lakhs. The same has been provided in the books of accounts of the Company as of 31/03/2023 and is yet to be paid a; of 31/03/2024. As on date, SEBI has filed a civil appeal with Supreme Court against the same on 07/08/2023. As on date, the company has not received any further communication in regards to the same.

49. For the purpose of valuing its inventories, the company used the weighted average cost technique and reported an inventory value of Rs.1986.4S Lakhs as of 31/03/2024. Due the added variable costs connected with manufacturing the goods, the value of finished goods, work in progress, and scrap items is done manually rather than being produced by a system.

50. There are certain non-operating current bank accounts of the Company. The bank statements and balance confirmations as on 31/03/2024 for these accounts could not be obtained; the company has provided for the full amount (Rs.41.07 Lakhs) pending clarifications/confirmations from respective Banks.

51. During the September, 2023 quarter, the Company has received a re-opening notice u/s 143 of Income Tax Act, 1961 for AY 2019-20 for which it has filed return of Income wherein the income tax department has alleged that "there is a complete cessation of liability in the hands of the Company with regards to principal amount of loan and outstanding interest payable on loan" in relation to its Non-Performing Assets with various bank. The Company has made necessary submission to the Authorities and submission is accepted t y the authorities without any tax demand.

52. During the June, 2023 quarter, the Company had received a letter on from Directorate of Enforcement (under Foreign Exchange Management Act) on 22/05/2023 directing the company to submit certain records/documents as listed in the said letter pursuant to order u/s 37 of Foreign Exchange Management Act. 1999 read with Section 133(6) of the Income Tax Act, 1961, In response to the same the Company had submitted the requisite documents to the department. As on dale, the company has not received any further communication in regards to the same.

53. The Company has received a show cause notice u/s 148A(b) of Income Tax Act, 1961 on 01/03/2024 for AY 2020-21 in respect of acquisition of Non-Performing Assets by Invent group. The Company has made necessary submission on 14/03/2024 to the Authorities. On 15/04/2024 the Company has received notice u/s 148 of Income Tax Act, 1961 t > reassess the income or tax and file the return within 90 days from the notice. The Company is in process to file the return as per u/s 148.

54. During the quarter ended 31/03/2024, the management has assessed the provisions for expenses made in earlier years for quality claim and export freight and based thereon, reversed provisions in the accounts in respect of certain parties and disclosed the same under other income as provision written back amounting to Rs. 456.39 lakhs.

56. Fair values of financial assets and financial liabilities:

(i) Valuation All financial instruments are initially recognized and subsequently re-measured at fair value as described below: The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between the willing parties, other than in a forced or liquidation sale. The fair value of Investment in quoted Equity Shares, Bonds, Government Securities. Treasury Bills and Mutual Funds is measured at quoted price or NAV. The fair value of the remaining financial instruments is determined using discounted cash flow analysis. The financial instruments are categorized into three levels based on the inputs used to arrive at fair value measurements as described below: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; and Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. The carrying values of the financial instruments by categories were as follows:

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

"Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilitiies.

"Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

"Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

No financial assets/liabilities have been valued using level 1 fair value measurements.

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:

The carrying amounts of borrowings, trade payables, other financial liabilities and other current liabilities are considered to approximate their fair values due to their short term nature. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including own and counterparty credit risk.

57. Financial risk management objectives and policies:

The Company is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. The Company''s risk management is coordinated by the Board of Directors and focuses on securing long term and short term cash flows. The Company does not engage in trading of financial assets for speculative purposes.

(A) Market risk:

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

(i) Interest rate risk:

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

(ii) Foreign currency risk:

The Company is exposed to foreign currency risk arising mainly on borrowing, export of finished goods and import of raw material. Foreign currency exposures are managed within approved policy parameters utilising forward contracts.

(B) Credit risk:

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises principally fron the statutory deposits with regulatory agencies and also arises from cash held with banks and financial institutions. The maximum exposure to credit risk Is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses In financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.

The Company limits its exposure to credit risk of cash held with banks by dealing with highly rated banks and institutions and retaining sufficient balances in bank accounts requirec to meet a month''s operational costs. The Management reviews the bank accounts on regular basis and fund drawdowns are planned to ensure that there is minimal surplus cash in bank accounts. The Company does not foresee any credit risks on deposits with regulatory authorities.

( C ) Liquidity risk:

Liquidity risk is ttia risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.

58. Capital management:

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

The Company monitors gearing ratio l.e. total debt in proportion to its overall financing structure, i.e. equity and debt. Total debt mainly comprises of borrowings from banks, finand institutions and Unsecured Loans. The Company manages the capital structure and makes adjustments to It In the light of changes In economic conditions and the risk characteristics of the underlying assets.

59. Corporate social responsibility:

(A) The provisions stipulated under sectiont 35 of the Companies Act 2013 are not applicable to the company for the year as there has been no profits for the last three years .negative net worth .and the turnover Is below the limit specified

(B) No expenditure has been paid to a related party, in relation to CSR expenditure as per Ind-AS 24. Related Party Disclosures.

60. Disclosure under Micro,Small and Medium Enterprises Development Act, 2006 (MSMED)

Under the Micro. Small and Medium Enterprises Development Act. 2006 (MSMED) which came into force from October 02. 2006. certain discloure are required to be made relating to MSME. On the basis of the information and records available with the company, the following discloures are made for the amount due to Micro and Small Enterprises.

61. Previous year figures have been regrouped/ reclassified to conform presentation as per Ind AS as required by Schedule III of the Act.

The accompanying notes are an integral part of these financial statements.

---

Mar 31, 2023

(R) Provisions, Contingent Liabilities and Contingent Assets:

The Company creates a provision where there is present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible or a present obligation that may, but probably will not require an outflow of resources. When there is a possible obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. Contingent Assets are disclosed only when an inflow of economic benefit is probable.

(S) Cash and cash equivalents

Cash and cash equivalents comprise cash and deposit with banks and corporations. The Company considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.

(T) Measurement of Fair value of financial instruments

The Company''s accounting policies and disclosures require measurement of fair values for the financial instruments. The Company has an established control framework with respect to measurement of fair values. The management regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the management assesses evidence obtained from third parties to support the conclusion that such valuations meet the requirements of Ind AS, including level in the fair value hierarchy in which such valuations should be classified. When measuring the fair value of a financial asset or a financial liability, the Company uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

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

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If inputs used to measure fair value of an asset or a liability fall into different levels of fair value hierarchy, then fair value measurement is categorised in its entirety in the same level of fair value hierarchy as the lowest level input that is significant to the entire measurement. The Company recognises transfers between levels of fair value hierarchy at the end of the reporting period during which the change has occurred.

(U) Inventories:

(i) Raw Materials and components, semi-finished goods, finished goods, stores and spares, goods for trade are valued at cost or net realizable value whichever is lower. Cost formula used is weighted average cost. Cost comprises of cost of purchase, cost of conversion and other cost incurred in bringing the inventory to its present location and condition.

(ii) Goods / Materials in Transit are valued at cost to date.

(iii) Scrap is valued at its estimated realizable value.

(iv) Adequate provisions are made for obsolete inventory based on technical estimates made by the Company.

(V) RECENT PRONOUNCEMENTS

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 23,2022, MCA amended the Companies (India Accounting Standards) Amendment Rules,2022,applicable from April 1st 2022 ,as below

(i) Proceeds before intended use (Ind As 16, Property ,Plant and Equipment) .

The amendment mainly prohibit an entity from deducting from the cost of property, plant and equipment amounts

received from selling items produced while the company is preparing the asset for its intended use. Instead, an entity will recognise such sale proceeds and related cost in profit or loss. The company does not expect the amendments to have any impact in its recognition of its property, plant and equipment in its financial statements.

(ii) Reference to Conceptual Framework (ii) Reference to Conceptual Framework (Ind AS 103, Business Combination) Reference to Conceptual Framework

The amendments specify that to qualify for recognition as part of applying the acquisition method, the identifiable assets and liabilities assumed must meet the definitions of assets and liabilities in the Conceptual Frame work for Financial Reporting under Indian Accounting Standards (Conceptual Framework) issued by the Institute of Chartered Accountants of India at the acquisition date. These changes do not significantly change the requirements of Ind AS 103. The Company does not expect the

amendment to have any significant impact in its financial statements.

(iii) Onerous Contracts- Costs of Fulfilling a contract (Ind As37, Provisions, Contingent Liability and Contingent Assets)

The amendments specify that the ''cost of fulfilling'' a contract comprises the ''costs that relate directly to the contract.'' Costs that relate directly to a contract can either be incremental costs of fulfilling that contract( examples would be

direct labour, materials) or an allocation of other costs that relate directly to fulfilling contracts. The amendment is essentially a clarification and the company does not expect the amendment to have any significant impact in its financial statements.

(iv) Annual Improvements to Inds AS (2021)-(Ind AS 109, Financial Instruments)

The amendment clarifies which fees and entity includes when it applies the ''10 per cent" test of Ind AS 109 in assessing whether to derecognise a financial liability

The Company does not expect the amendment to have any significant impact in its financial statements.

42. In accordance with IND-AS 108 “Segment Reporting", segment information has been given in the consolidated financial statement of the Company and therefore, no separate disclosure on segment information is given in these financial statements.

43. Balance Confirmations-

a. The balance of Trade Payables, Trade Receivables, Loans and Advances, Deposits, Current Liabilities, Interunit, etc. are considered as per books of account, pending confirmations and reconciliation. In the opinion of the management, since the amount due to/ from these parties are fully payable/recoverable, no material difference is expected to arise at the time of settlement, requiring accounting effect in as on 3103- 2023.

b. The Company is currently in the process of settling the amounts of trade payable to Ess Jay Global Ventures Private Limited and trade receivable from Mango Capital LLC on a net basis, as per applicable law as applicable and after that necessary confirmation will be obtained from the parties.

c. The Company is currently working with the vendors to get MSME confirmation, but without that, the amount of outstanding MSME as of 31/03/2023, was not revealed, and no provision for interest liability was made.

44. The company has declared a lockout of its Khopoli unit in November, 2013 and the same has been treatedas a discontinued unit/ operation from the quarter ended 30-09-2020 and the disposal unit/operation have also been considered as discontinued operations in accordance with Ind AS 105 -''Non-Current Assets Held for Sale and Discontinued Operations''.

45. The Company had entered into a MOU with Tribus Real Estate Pvt. Ltd. (TREPL) for taking over thecompany''s bank loans as reflected earlier in the company''s books based on terms agreed to between the Company and TREPL. TREPL will negotiate with the lending Banks/ARCs to settle their dues amicably either through One Time Settlement or otherwise on acceptable terms and take over all secured loans of the Company from banks together with securities offered to the banks by the Company. As per MOU, TREPL will enjoy absolute right on those securities till the Company repays the amount stated in MOU.The amount to the extent paid by TREPL has been shown in the accounts as Secured Loan from Others. Bank/ARC is holding mortgaged securities which are not yet assigned in favor of the TREPL.

46. Consortium of banks has taken action under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 in February, 2014 and called upon the company to repay the amount of ''193.19 Crores towards the dues as on 31.01.2014 within sixty days. Thereafter the consortiumof banks have taken symbolic possession on 29.05.2014 of the immovable assets at the Khopoli unit and filed a case for taking physical possession, which will be reviewed afresh by Invent Assets Securitisation and Reconstruction PrivateLimited since the loan has been assigned to them by bank on 31-03-2018.

47. The net worth of the Company as per the definition given in the Companies Act, 2013 continues to be negative as on 31-03-2023 due to accumulated losses.Considering strategic understanding with suppliers/customers, the company is on the revival mode and is operating some of the units. Also, the Company''s Board of Directors (''the Board'') are examining available options to further increase sales/income from operations. Barring unforeseen circumstances beyond the control of the Company, the Board is confident about the Company''s ability to continue as a going concern. Based thereupon and considering the projected revenues / cash flows, the Company has prepared accounts on a going concern basis.

48. The company has been prohibited from accessing the securities market for three years by a SEBI order dated 31/03/2021 for violating certain sections of the SEBI Act 1992 and the SEBI Regulation for Issue of Global Depositary Receipts ("GDR"). On 16/07/2021, the Company appealed the aforementioned order. The final hearing was finished on 03/01/2023, and SEBI issued the final ruling on 21/02/2023. According to the ruling, the Company''s appeal is largely upheld, the debarment is shortened to the time already served, and the penalty is decreased from Rs. 10 crore to Rs. 25 lakhs and the same has been provided in the books of accounts of the Company. In the same case, the appeal against the company''s chairman and whole-time member are dismissed.

49. The Company has been asked by the National Stock Exchange (NSE) to provide specific business information related to financial statements of the Company for F.Y. 2013-14 to 2021-22 on 31/03/2023. The management has provided responses on 03/05/2023 in this regard. Following that, NSE raised certain observations regarding specific matters on 18/05/2023. The company is currently putting together those responses, which it will submit to the NSE on 31/05/2023. As a result, the Company has no expectation of a contingent liability at this time.

50. For the purpose of valuing its inventories, the company used the weighted average cost technique and reported an inventory value of Rs.2094.49 Lakhs as of 31/03/2023. Due to the added variable costs connected with manufacturing the goods, the value of finished goods, work in progress, and scrap items is done manually rather than being produced by a system.

51. One of the clients is claiming for financial damages due to late delivery and poor quality of the goods. As of 31/03/2023, the Company has provided for provision of quality claim amounting to Rs. 76.20 Lakhs to that effect. The claim may alter in the subsequent financial year as the matter is currently under negotiation with the party.

52. Due to ongoing negotiations with the vendor for claiming higher amount in relation to freight price, the company has made provisions for ocean freight of Rs. 494.18 Lakhs in the current year. However, the requisite confirmation in this regard is pending as on date.

53. Disclosure as persection 186 of the companies act, 2013

The details of loans, guarantees and investments under section186 of the companies act, 2013 read with the companies rules, 2014 are as follows

54. There are certain Current bank accounts, which have become non operative and since bank statements and balance confirmations as on 31-03-2023 for these accounts could not be obtained, the company has made full provision of on the closing balance in these accounts.

55. Fair values of financial assets and financial liabilities:

(i) Valuation All financial instruments are initially recognized and subsequently re-measured at fair value as described below: The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between the willing parties, other than in a forced or liquidation sale. The fair value of investment in quoted Equity Shares, Bonds, Government Securities, Treasury Bills and Mutual Funds is measured at quoted price or NAV. The fair value of the remaining financial instruments is determined using discounted cash flow analysis. The financial instruments are categorized into three levels based on the inputs used to arrive at fair value measurements as described below: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; and Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. The carrying values of the financial instruments by categories were as follows:

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

*Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilitiies.

*Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

No financial assets/liabilities have been valued using level 1 fair value measurements.

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:

56. Financial risk management objectives and policies:

The Company is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk.The Company''s risk management is coordinated by the Board of Directors and focuses on securing long term and short term cash flows. The Company does not engage in trading of financial assets for speculative purposes.

a. Market risk:

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

b. Credit risk:

Credit risk is the risk of financial loss to the Company if a customer or counter party to a financial instrument fails to meet its contractual obligations. Credit risk arises principally from the statutory deposits with regulatory agencies and also arises from cash held with banks and financial institutions. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counter party credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counter parties, taking into account their financial position, past experience and other factors.

The Company limits its exposure to credit risk of cash held with banks by dealing with highly rated banks and institutions and retaining sufficient balances in bank accounts required to meet a month''s operational costs. The Management reviews the bank accounts on regular basis and fund drawdowns are planned to ensure that there is minimal surplus cash in bank accounts. The Company does not foresee any credit risks on deposits with regulatory authorities.

c. Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.

The table below analyse the company''s financial liabilities into relevant maturities based on their contractual maturities for:

58. Corporate social responsibility:

a. The provisions stipulated under section135 of the Companies Act 2013 are not applicable to the company for the year as there has been no profits for the last three years, negative net worth, and the turnover is below the limit specified

b. No expenditure has been paid to a related party, in relation to CSR expenditure as per Ind-AS24, Related Party Disclosures.

59. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED)

Under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) which came into force from October 02, 2006, certain disclosure are required to be made relating to MSME. On the basis of the information and records available with the company, the following discloures are made for the amount due to Micro and Small Enterprises.

62. i Disclosure of Transactions with struck off Companies -

The Company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.

ii The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

iii The Company has not been declared as a willful defaulter in current year but in earlier years the company has been declared as a willful defaulter by any lender who has powers to declare a company as a willful defaulter at any time during the financial year or after the end of reporting period but before the date when the financial statements are approved.

iv The Company do not have any cases where quarterly returns or statements of current assets filed by the Company with banks or financial institutions are not in agreement with the books of accounts.

v The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period

vi The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year

vii The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries), or

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

viii The Company have 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:

a. 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

b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

ix The Company does not have 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)

x 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".

The accompanying notes are an integral part of these financial statemnts.

As Per Our Attached Report of Even Date For and on behalf of Board of Directors of

For CKS P AND CO LLP Zenith Steel Pipes & Industries Limited

^{Chartered Accountants} CIN -L29220MH1960PLC011773

Firm Registration No.: 131228W/W100044

Purushottam Sonavane Minal Pote

Debmalya Maitra Director Whole time Director

_Partner DIN.08405653 DIN.07163539

Membership No: 053897

^B,Girvanesh Sonal Solanki

^{Place: Mumbai Chief Financial Officer} Company Secretary

Date: 29^th May, 2023

---

Mar 31, 2015

1. There is no Shareholder holding more than 5% share of total share capital

2. 2,16,20,529 Equity Shares out of the Issued, Subscribed and Paid up Share capital(2,16,20,529) were allotted as Bonus Share in the last five years by capitalisation of Securities Premium and Reserves.

3. 1,36,70,315 Equity Shares out of the Issued, Subscribed and Paid up Share capital (1,36,70,315) were allotted during the last five years pursuant to a scheme of amalgamation without payment being received in cash.

4. 5,59,17,060 Equity Shares out of the Issued, Subscribed and Paid up Share capital (5 59 17 060) were allotted in the last five years on conversion /exercise of warrants and against Global Depository Receipts.

5. On 10-01-2011 the Company issued 1,08,10,000 Convertible Equity Share Warrants which were convertible into 1 Equity Share of Rs. 10 each at a price calculated in accordance with SEBI regulation. 25% of the issue price was payable at the time of allotment of warrants and the balance 75% at the time of allotment of Equity Shares. On 25-03-2011, 15,60,000 warrants were converted into Equity Shares.

(Rs. in Lacs) As at As at 31 March, 31 March, 2015 2014 6. Contingent Liabilities and Commitments (to the extend not provided for) Guarantees given by the Bank on behalf of the Company

Estimated amount of Contracts remaining to be executed on Capital Account and not provided for (net of advances)

Non provision of interest post NPA claims not acknowledged as debts 5,821.25 2,551.72

TOTAL 5,821.25 2,551.72

7. The title deeds for land (freehold and leasehold), building, residential flats, licenses, agreements, loan documents, and some of the bank accounts etc. are in the process of being transferred in the name of the Company on amalgamation of Tungabhadra Holdings Private Limited. Stamp duty and other levies arising out of the Scheme of Amalgamation, if any, shall be accounted on determination and completion of transfer formalities.

8. The outflow of the resources in respect of pending disputed matters in respect of Sales Tax and Excise Duty would depend on the ultimate outcome of the disputes lying before various authorities amounting to Rs. 294.11 lacs (previous year Rs. 294.11 lacs) however company has made the provision to the full extent. The Company has taken legal and other steps necessary to protect its position in respect of these claims.

9. Disclosure pursuant to Accounting Standard AS-15 "Employee Benefits"

A. The Company has recognized Rs. 134.94 lacs (Previous Year Rs. 105.16 lacs) in the statement of Profit and Loss for the year ended 31st March, 2015 under Defined Contribution Plan.

B. Defined Benefit Plans:

Contribution to Gratuity:

Provision for Gratuity has been made in the accounts based on an actuarial valuation carried out at the close of the year. The

10. (i) Assignment of Debts under Short Term loans and Advances represents debts for which the Company has entered into deeds of assignment for transfer of debts outstanding and receivable by the Company, to the purchaser of the debts.

(ii) In the opinion of the Board, Current Assets, Loans and Advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

11. The Company has recognised exchange differences arising on long term foreign currency monetary items in line with para 46 of Accounting Standard 11, inserted vide notification No. 43R 22E dated 31st March, 2009 as per Companies (Accounting Standard) Amendment Rules, 2009 and further notification dated 29th December, 2011.

Pursuant to the above, effect of exchange difference on long term foreign currency monetary items, so far as they relate to acquisition of depreciable capital assets, have been adjusted to the cost of such assets and depreciated over their remaining useful lives. Accordingly net exchange loss relating to the financial year 2014-15 amounting to Rs. 55.03 lacs, has been adjusted to the cost of fixed assets.

There are no long term foreign currency monetary items which require exchange differences to be amortised.

12. In accordance with Accounting Standard - 17 "Segment Reporting", segment information has been given in the consolidated financial statement of the Company and therefore, no separate disclosure on segment information is given in these financial statements.

13. Balances of sundry Creditors, Debtors, Loans and advances, deposits etc. are as per books of accounts in absence of confirmation and reconciliation thereon.

14. The company has declared a lockout at its Khopoli Unit since November. 2013

15. The company has not provided interest to the extent of Rs. 58.22 crores on certain bank outstanding which were classified as non-performing assets during the previous year.

16. Consortium of banks led by State Bank of India has taken action under Securitisation and reconstruction of financial assets and enforcement of Security interest Act 2002 in February,20l4 and called upon the company to repay the amount of Rs 193.19 Crores towards the dues as on 31.01.2014 within sixty days. Thereafter the consortium of banks have taken symbolic possession on 29.05.2014 of the immovable assets at the Khopoli unit.

17. Interest amounting to Rs. 7.06 crores on ICD's given by the company is not considered as income due to realisability not being certain.

18. Debit balances aggregating Rs. 56.19 crores considered unrealizable have been written off as a prudent measure

19. Exceptional item of Rs 6.52 Crores relate to writeoff of advance for discontinued project.

20. The accumulated losses till 31st March, 2015, has exceeded the share capital value including other reserves, thereby the net worth of the company has been completely eroded. However on account of strategic understanding with suppliers/customers the company is on the revival mode and is operating some of the units. In view of the same the going concern concept holds good.

21. Corresponding previous figures have been regrouped/recast and reclassified to make them comparable.

---

Mar 31, 2014

1. The title deeds for land (freehold and leasehold), building, residential flats, licenses, agreements, loan documents, and some of the bank accounts etc. are in the process of being transferred in the name of the Company on amalgamation of Tungabhadra Holdings Private Limited. Stamp duty and other levies arising out of the Scheme of Amalgamation, if any, shall be accounted on determination and completion of transfer formalities.

2. The outflow of the resources in respect of pending disputed matters in respect of Sales Tax and Excise Duty would depend on the ultimate outcome of the disputes lying before various authorities amounting to Rs. 294.11 lacs (previous year Rs. 294.11 lacs) however company has made the provision to the full extent. The Company has taken legal and other steps necessary to protect its position in respect of these claims.

3. Disclosure pursuant to Accounting Standard AS-15 "Employee Benefits"

A. The Company has recognized Rs. 105.16 lacs (Previous Year Rs. 71.70 lacs) in the statement of Profit and Loss for the year ended 31st March, 2014 under Defined Contribution Plan.

B. Defined Benefit Plans:

Contribution to Gratuity:

Provision for Gratuity has been made in the accounts based on an actuarial valuation carried out at the close of the year. The Company does not have any funding arrangement and the liability is discharged to the employees in the year of retirement / cessation of employment.

4. (i) Assignment of Debts under Short Term loans and Advances represents debts for which the Company has entered into deeds of assignment for transfer of debts outstanding and receivable by the Company, to the purchaser of the debts. (ii) In the opinion of the Board, Current Assets, Loans and Advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

5. During the year 2006-07 the Company made a Follow on Public Issue and consequently raised an amount of Rs. 13,100 Lacs.

The shareholders of the company at the Annual General Meeting held on 17th September, 2012 approved variation in utilisation of follow on public offer proceeds, so that the company can also utilize the proceeds for. Manufacturing of SAW & ERW pipes at Chennai or at such other locations may be decided by the Board. Out of Rs. 13500 1acs, Rs. 8036 lacs will be utilized from the unutilized proceeds of public issue and balance Rs. 5464 lacs will be from unutilized proceeds of GDR issue. The detail of utilization of proceeds of Rs. 13500 lakh is given hereunder:

6 Disclosures in respect of Derivatives Instruments:

i) Derivative Instruments Outstanding as on 31st March, 2014 Rs. Nil

Foreign Currency Exposure that are not hedged by forward contracts as at 31st March, 2014.

7 The Company has recognised exchange differences arising on long term foreign currency monetary items in line with para 46 of Accounting Standard 11, inserted vide notification No. 43R 22E dated 31st March, 2009 as per Companies (Accounting Standard) Amendment Rules, 2009 and further notification dated 29th December, 2011.

Pursuant to the above, effect of exchange difference on long term foreign currency monetary items, so far as they relate to acquisition of depreciable capital assets, have been adjusted to the cost of such assets and depreciated over their remaining useful lives. Accordingly, net exchange loss relating to the financial year 2013-14 amounting to Rs. 213.56 lacs, has been adjusted to the cost of fixed assets.

There are no long term foreign currency monetary items which require exchange differences to be amortised.

8 In accordance with Accounting Standard - 17 "Segment Reporting", segment information has been given in the consolidated financial statement of the Company and therefore, no separate disclosure on segment information is given in these financial statements.

9 Balances of Sundry Creditors, Debtors, Loans and advances, deposits etc. are as per books of accounts in absence of confirmation and reconciliation thereon.

10.The company has declared a lockout of its khopoli unit in November, 2013.

11. After a detailed assesment,the compnany has written off old and damaged stock aggregating to Rs. 20.02 crores, lying at various units of the company, as realisable value had significantly eroded.

12. The companyhas not provided interest to the extent of Rs. 25.52 crores on certain bank outstanding which were classified as non performing assets during the year.

13. Consortium of banks led by State Bank of India has taken action under Securitisation & Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 in February 2014 and called upon the company to repay the amount of Rs.193.19 crores towards the dues as on 31.01.2014, within 60 days.Thereafter,the consortium of banks have taken symbolic possession on 29.05.2014 of the immovable assets at the khopoli unit.

14. Interest amounting to Rs. 8.77 crores on ICDs given by the company is not considered as income due to realisability not being certain.

15. Debit balance aggregating Rs. 47.00 crores, considered unrealisable have been written off as a prudent measure.

16. Exceptional item of Rs. 56.02 crores relate to write off of the advances of discontinued projects.

17. Corresponding Previous year figures have been regrouped / recast and reclassified wherever necessary to make them comparable.

---

Mar 31, 2013

1. The title deeds for land (freehold and leasehold), building, residential flats, licenses, agreements, loan documents, and some of the bank accounts etc. are in the process of being transferred in the name of the Company on amalgamation of Tungabhadra Holdings Private Limited. Stamp duty and other levies arising out of the Scheme of Amalgamation, if any, shall be accounted on determination and completion of transfer formalities.

2. The outflow of the resources in respect of pending disputed matters in respect of Sales Tax and Excise Duty would depend on the ultimate outcome of the disputes lying before various authorities amounting to Rs. 294.11 lacs (previous year Rs. 478.50 lacs). however company has made the provision to the ful extent. The Company has taken legal and other steps necessary to protect its position in respect of these claims.

3. Disclosure pursuant to Accounting Standard AS-15 "Employee Benefits"

A. The Company has recognized Rs. 71.70 lacs (Previous Year Rs. 86.67 lacs) in the statement of Profit and Loss for the year ended 31st March, 2013 under Defined Contribution Plan.

B. Defined Benefit Plans:

Contribution to Gratuity:

Provision for Gratuity has been made in the accounts based on an actuarial valuation carried out at the close of the year. The Company does not have any funding arrangement and the liability is discharged to the employees in the year of retirement / cessation of employment.

4. (i) Assignment of Debts under Short Term loans and Advances represents debts for which the Company has entered into deeds of assignment for transfer of debts outstanding and receivable by the Company, to the purchaser of the debts.

(ii) In the opinion of the Board, Current Assets, Loans and Advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

5. During the year 2006-07 the Company made a Follow on Public Issue and consequently raised an amount of Rs. 13100 Lacs.

The shareholders of the company at the Annual General Meeting held on 17th September, 2012 approved variation in utilisation of follow on public offer proceeds, so that the company can also utilize the proceeds for. Manufacturing of SAW & ERW pipes at Chennai or at such other locations may be decided by the Board. Out of Rs. 135001acs, Rs. 8036 lacs will be utilized from the unutilized proceeds of public issue and balance Rs. 5464 lacs will be from unutilized proceeds of GDR issue. The detail of utilization of proceeds of Rs. 13500 lakh is given hereunder:

6. The Company has recognised exchange differences arising on long term foreign currency monetary items in line with para 46 of Accounting Standard 11, inserted vide notification No. 43R 22E dated 31st March, 2009 as per Companies (Accounting Standard) Amendment Rules, 2009 and further notification dated 29th December, 2011.

Pursuant to the above, effect of exchange difference on long term foreign currency monetary items, so far as they relate to acquisition of depreciable capital assets, have been adjusted to the cost of such assets and depreciated over their remaining useful lives. Accordingly, net exchange loss relating to the financial year 2012-13 amounting to Rs. 170.30 lacs, has been adjusted to the cost of fixed assets.

There are no long term foreign currency monetary items which require exchange differences to be amortised.

7. Bank Balance includes Rs. 7889.29 lacs with a bank for which statement of accounts/confirmation as at 31/03/2013 is awaited.

8. In accordance with Accounting Standard – 17 "Segment Reporting", segment information has been given in the consolidated financial statement of the Company and therefore, no separate disclosure on segment information is given in these financial statements.

9. Previous year figures have been reclassified to conform to this year''s classification.

---

Mar 31, 2012

1.1 2,16,20,529 Equity Shares out of the Issued, Subscribed and Paid up (2,16,20,529) Share capital were allotted as Bonus Share in the last five years by capitalization of Securities Premium and Reserves.

1.2 1,36,70,315 Equity Shares out of the Issued, Subscribed and Paid (1,36,70,315) up Share capital were allotted during the last five years pursuant to a scheme of amalgamation without payment being received in cash.

1.3 5,59,17,060 Equity Shares out of the Issued, Subscribed and Paid (5,59,17,060) up Share capital were allotted in the last five years on conversion/exercise of warrants and against Global Depository Receipts.

1.4 On 10-01-2011 the Company issued 1,08,10,000 Convertible Equity Share Warrants which were convertible into 1 Equity Share of Rs. I0 each at a price calculated in accordance with SEBI regulation. 25% of the issue price was payable at the time of allotment of warrants and the balance 75% at the time of allotment of Equity Shares. On 25-03-2011, 15.60.000 warrants were converted into Equity Shares. The remaining 92.50.000 warrants are convertible into Equity Share before 09-07-2012.

Note:

Term Loan from Axis Bank Ltd. is secured by mortgage of property located at 2nd Floor, Bldg., No. 2, Vedant Commercial Complex, Vartak Nagar, Thane (W) Including all rent receivable from the said property.

Term Loan from Foreign Institution is secured by

(i) First charge (hypothecation) of all movable assets, including Plant and Machinery purchased out of this Term Loan with a second charge of these assets to existing working capital bankers, and

(ii) Second charge (hypothecation) on overall existing movable and immovable assets including Plant and Machinery.

(*) There are no Micro and Small enterprises to whom the Company owes amounts which are outstanding as at 31st March 2012. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 (MSME) has been determined on the basis of and to the extent information is available with the Company. No interest is paid / payable during the year to any enterprise registered under the MSME.

* includes Rs. 410 lacs advances against sales of land, Rs. 253.83 lacs Export obligation steel etc.

There is no amount due and outstanding as on 31st March, 2012, to be credited to Investors Education and Protection Fund.

SHORT TERM PROVISIONS

* includes Rs. 64.63 lacs provision for interest on dividend tax

Buildings include (a) Ownership Flats, Roads, Drains and Pipelines and cost of shares in cooperative housing societies.

(b) Rs. 0.91 lac (previous year Rs. 0.91 lacs) being the cost of two flats on 30 years lease for which the Society is yet to be formed.

(c) Refer Note No. 33 is regard to pending transfer of title.

* includes Rs. 2141.05 lacs assignment of debts and Rs. 1775 lacs advances recoverable etc.

2. The title deeds for land (freehold and leasehold), building, residential flats, licenses, agreements, loan documents, and some of the bank accounts etc. are in the process of being transferred in the name of the Company on amalgamation of Tungabhadra Holdings Private Limited. Stamp duty and other levies arising out of the Scheme of Amalgamation, if any, shall be accounted on determination and completion of transfer formalities.

3. The outflow of the resources in respect of pending disputed matters in respect of Sales Tax and Excise Duty would depend on the ultimate outcome of the disputes lying before various authorities amounting to Rs. 478.50 lacs (previous year Rs. 491.39 lacs). The Company has taken legal and other steps necessary to protect its position in respect of these claims.

4. Disclosure pursuant to Accounting Standard AS-15 "Employee Benefits"

A. The Company has recognized Rs. 86.67 lacs (Previous Year Rs. 74.94 lacs) in the statement of Profit and Loss for the year ended 3Ist March, 20I2 under Defined Contribution Plan.

B. Defined Benefit Plans:

Contribution to Gratuity:

Provision for Gratuity has been made in the accounts based on an actuarial valuation carried out at the close of the year. The Company does not have any funding arrangement and the liability is discharged to the employees in the year of retirement / cessation of employment.

Note: Related Party relationship is as identified by the Company based on available information and relied upon by the auditors.

5. (i) Assignment of Debts under Short Term loans and Advances represents debts for which the Company has entered into deeds of assignment for transfer of debts outstanding and receivable by the Company, to the purchaser of the debts.

(ii) In the opinion of the Board, Current Assets, Loans and Advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

6. During the year 2006-07 the Company made a Follow on Public Issue and consequently raised an amount of Rs. 120.95 Crore.

Pending full utilization, the balance amount is held in Current/Fixed deposit /loan accounts.

7. Disclosures in respect of Derivatives Instruments:

i) Derivative Instruments Outstanding as on 31st March, 2011 Rs. Nil

ii) Foreign Currency Exposure that are not hedged by forward contracts as at 31st March, 2012.

8. The Company has recognized exchange differences arising on long term foreign currency monetary items in line with para 46 of Accounting Standard II, inserted vide notification No. 43R 22E dated 3Ist March, 2009 as per Companies (Accounting Standard) Amendment Rules, 2009 and further notification dated 29th December, 2011.

Pursuant to the above, effect of exchange difference on long term foreign currency monetary items, so far as they relate to acquisition of depreciable capital assets, have been adjusted to the cost of such assets and depreciated over their remaining useful lives. Accordingly, net exchange loss relating to the financial year 2011-12 amounting to Rs. 387.82 lacs, has been adjusted to the cost of fixed assets.

There are no long term foreign currency monetary items which require exchange differences to be amortized.

9. In accordance with Accounting Standard - 17 "Segment Reporting", segment information has been given in the consolidated financial statement of the Company and therefore, no separate disclosure on segment information is given in these financial statement.

10. The financial statement for the year ended 31st March, 2011 had been prepared as per the applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification under the Companies Act. 1956, the financial statements for the year ended 31st March, 2012 are prepared under the revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year's classification.

* includes Rs. 2141.05 lacs assignment of debts and Rs. 1775 lacs advances recoverable etc.

11. Contingent Liabilities and Commitments (to the extend not provided for)

1. Guarantees given by the Bank on behalf of the Company 3,973.60 1,098.11

2. Estimated amount of Contracts remaining to be executed on Capital Account and not provided for (net of advances) 4,151.43 3,926.00

TOTAL 8,125.03 5,024.11

Note: -

a) Item No. 3 to 5 are translated at exchange rate as on 31st March, 2012 - US Dollars = Rs. 51.16.

b) Item No. 6 to 10 are translated at annual average exchange rate - US Dollars = Rs. 47.90.

---

Mar 31, 2011

1. Estimated amount of contracts remaining to be executed on capital account - Net of Advances of Rs. 3926 lacs (previous year Rs. 2099.69 lacs)

2. The charge by way of hypothecation of inventories in favour of Bankers also extends to the guarantees aggregating to Rs. 1098.11 lacs (previous year Rs. 31 lacs) given by the Bank on behalf of the Company.

3. The outflow of the resources in respect of pending disputed matters in respect of Sales Tax and Excise Duty would depend on the ultimate outcome of the disputes lying before various authorities amounting to Rs. 491.39 lacs (previous year Rs. 491.39 lacs). The Company has taken legal and other steps necessary to protect its position in respect of these claims.

4. There are no Micro and Small enterprises to whom the Company owes amounts which are outstanding as at 31st March 2011. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 (MSME) has been determined on the basis of and to the extent information is available with the Company. No interest is paid / payable during the year to any enterprise registered under the MSME.

(c) The remuneration as approved by the Remuneration Committee/ Board / Shareholders paid/provided to the Managing Director during the year has been considered as the minimum remuneration, resulting in excess of such remuneration over maximum remuneration, as per sanction received from Ministry of Corporate Affair vide letter dated 11th May, 2011 amounting to Rs. 170.46 lacs. The Company will file an application with the Central Government in this regard.

5. Disclosure pursuant to Accounting Standard AS-15 “Employee Benefits"

B. Defined Benefit Plans:

Contribution to Gratuity:

Provision for Gratuity has been made in the accounts based on an actuarial valuation carried out at the close of the year. The Company does not have any funding arrangement and the liability is discharged to the employees in the year of retirement / cessation of employment.

6. (i) Advances recoverable in cash or in kind or for value to be received includes:

Rs. 2148.85 lacs (previous year Rs 2148.85 lacs) for which the Company has entered into deeds of assignment for transfer of debts outstanding and receivable by the Company, to the purchaser of the debts.

(ii) In the opinion of the Board, Current Assets, Loans and Advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

7. The Company has recognised exchange differences arising on long term foreign currency monetary items in line with para 46 of Accounting Standard 11, inserted vide notification No. 43R 22E dated 31st March, 2009 as per Companies (Accounting Standard) Amendment Rules, 2009.

Pursuant to the above, effect of exchange difference on long term foreign currency monetary items, so far as they relate to acquisition of depreciable capital assets, have been adjusted to the cost of such assets and depreciated over their remaining useful lives. Accordingly, net exchange gain relating to the financial year 2010-11 amounting to Rs. 27.93 lacs, has been adjusted to the cost of fixed assets.

There are no long term foreign currency monetary items which require exchange differences to be amortised.

8. In accordance with Accounting Standard – 17 “Segment Reporting”, segment information has been given in the consolidated financial statement of the Company and therefore, no separate disclosure on segment information is given in these financial statement.

9. Previous year figures have been re grouped /recast, wherever necessary.

---

Mar 31, 2010

(Rs.In Lacs)

March 31, March 31, 1. Contingent Liabilities not provided for 2010 2009 in respect of :-

a) Disputed Sales Tax Demands - 12.49

2. Estimated amount of contracts remaining to be executed on capital account - Net of Advance 2099.69 2423.79

3. The charge by way of hypothecation of inventories in favour of Bankers also extends to the guarantees aggregating to Rs. 31 lacs (previous year Rs. 1743.53 lacs) given by the Bank on behalf of the Company.

4. The outflow of the resources in respect of pending disputed matters in respect of Sales Tax and Excise Duty would depend on the ultimate outcome of the disputes lying before various authorities amounting to Rs. 491.39 lacs (previous year Rs. 491.39 lacs). The Company has taken legal and other steps necessary to protect its position in respect of these claims.

5. There are no Micro and Small enterprises to whom the Company owes amounts which are outstanding as at 31 st March 2010. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 (MSME) has been determined on the basis of and to the extent information is available with the Company. No interest is paid / payable during the year to any enterprise registered under the MSME.

6. Scheme of Arrangement between Birla Precision Technologies Limited (BPTL) and Tungabhadra Holdings Private Limited (THPL) with Zenith Birla (India) Limited ("the Company").

In accordance with the Scheme of Arrangement (the Scheme) between the Company with BPTL and THPL as approved by the members, at a court convened meeting held on May 29, 2009, the Honorable High Court of Judicature at Mumbai, vide its Order dated, January 8, 2010, sanctioned the following:

(a) (i) The Tool Division of the Company, being all its assets and properties, both movable and immovable, industrial and other licenses, trademarks, all other interests, rights and powers of every kind, etc., and all its debts, liabilities, duties and obligations, has been transferred to and vested in BPTL retrospectively with effect from April 01,2008 (the appointed date). The Scheme has accordingly been given effect to in these accounts.

(ii) On account of the said demerger the Company has transferred all the assets and liabilities of the Tool Division to BPTL at their book values as at April 01, 2008. As stipulated in the scheme of Arrangement, difference arising out of this transfer has been adjusted in the following manner:

(a) First against General Reserve Account

(b) Then against Profit and Loss Account

(c) The balance if any, to be debited to the Goodwill Account.

(b) (i) The undertakings of THPL being all its assets and properties, both movable and immovable, industrial and other licenses, trademarks, all other interests, rights and powers of every kind, etc., and all its debts, liabilities, duties and obligations, has been transferred to and vested in the Company retrospectively with effect from April 01,2008 (the appointed date). The Scheme has accordingly been given effect to in these accounts.

The operations of THPL include manufacturing and trading in Steel Pipes.

(ii) The amalgamation of THPL with the Company has been accounted for under the "Pooling of interests" method as prescribed by Accounting Standard (AS-14) under Companies Accounting Standard Rules, 2006. Accordingly, the assets, liabilities and reserves of THPL have been taken over at their book values as at April 01, 2008. As stipulated in the scheme, all reserves of THPL have been transferred to respective reserves of the Company.

(iii) In terms of the scheme, the Equity Shares allotted as above rank for dividend, voting rights and in all other respects, pari-passu with the existing Equity Shares of the Company.

(iv) The income accruing and expenses incurred by THPL during the period from April 01, 2008 to March 31, 2009 resulting in a Net Deficit of Rs.27.20 lacs, has also been incorporated in these accounts. During the period between the appointed date and the effective date (i.e. January 8, 2010), as THPL carried on the existing business in "trust" on behalf of the Company, vouchers, documents, etc, for the period are in the name of THPL. The title deeds for leasehold land, building, residential flats, licenses, agreements, loandocuments, etc., are in the process of being transferred in the name of the Company. Stamp duty and other levies out of the Scheme of Arrangement, if any, shall be accounted on determination and completion of transfer formalities.

7. (i) Advances recoverable in cash or in kind or for value to be received includes:

(a) Rs. 2148.85 lacs (previous year Rs Nil) for which the Company has entered into deeds of assignment for transfer of debts outstanding and receivable by the Company, to the purchaser of the debts.

(b) Rs.9173.23 lacs (previous year Rs 10361.24 lacs) on account of Inter Corporate and Other loans and advances.

(ii) In the opinion of the Board, Current Assets, Loans and Advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

8. The Company has recognised exchange differences arising on long term foreign currency monetary items in line with para 46 of Accounting Standard 11, inserted vide notification No. 43R 22E dated 31st March, 2009 as per Companies (Accounting Standard) Amendment Rules, 2009.

Pursuant to the above, effect of exchange difference on long term foreign currency monetary items, so far as they relate to acquisition of depreciable capital assets, have been adjusted to the cost of such assets and depreciated over their remaining useful lives. Accordingly, net exchange gain relating to the financial year 2009-10 amounting to Rs. 500.07 lacs, has been adjusted to the cost of fixed assets.

There are no long term foreign currency monetary items which require exchange differences to be amortised.

9. In accordance with Accounting Standard - 17 "Segment Reporting", segment information has been given in the consolidated financial statement of the Company and therefore, no separate disclosure on segment information is given in these financial statement.

10. A. Subsequent to adoption of the Financial Statements by the Board of Directors on 31st May, 2010, the Board has,on 24* June, 2010, decided to recommend dividend for the year 2009-10, resulting in a consequent revision of the Financial Statements to the extent such recommendation of dividend, would have an effect on the Reserves and Surplus and Provisions, for the year ended 31st March, 2010.

B. The Board of Directors have recommended final dividend of Rs. 2/- per share including on 5,43,57,060 Equity Shares represented by 18,11,902 Global Depository Receipts allotted on 28* May, 2010, subject to the approval of the members of the Company at the ensuing Annual General Meeting. This includes Rs. 1.40 per share, as special dividend, for commemorating the Companys Golden Jubilee year.

11. Previous year figures have been re grouped /recast, wherever necessary. In view of the demerger of the Tools division and amalgamation of THPL the figures of current year are not comparable with corresponding figures of previous year.

12. Significant Accounting Policies followed by the Company are stated in the Annexure "A" appended to the Schedule.