A Company Overview:

Saurashtra Cement Limited (the Company) is a Public Limited Company incorporated in India, under the provisions of the Companies Act, 1956, having its registered office at Ranavav, Gujarat, India. The Company is engaged in the business of manufacturing and selling of Cement.

The financial statements for the year ended March 31, 2018 were approved by the Board of Directors and authorised for publication on May 24, 2018.

i. The Company has considered fair value as deemed cost for it's land located at Ranavav, Dist. - Porbandar, Gujarat - 360 560 in accordance with stipulations of Ind AS 101 with the resultant impact of Rs. 11,236.05 lacs being recognised in Retained Earnings.

ii. The deductions under the gross block of freehold land, for the year ended March 31, 2017, of Rs.237.29 lacs is of certain land which is held for disposal. The same is classified under other current assets in Note 13.

iii. Besides the land specified above, the Company holds other leasehold land for which only ground rent is payable.

iv. Buildings and Jetty include a Private Jetty having a gross block of Rs.2411.45 lacs (net block Rs.120.57 lacs), constructed by the Company under the license to use agreement with Gujarat Maritime Board (GMB) on the land provided by them. The license period of 15 years from October 2000 has expired and the Company has requested to GMB for the renewal of the agreement, which is pending.

v. The deductions under the gross block of Plant & Equipments, for the year ended March 31, 2018, include amount of Rs.255.14 lacs which is in respect of certain machineries held for disposal. The same is classified under other current assets in Note 13.

vi. Plant and equipments include cost of service line of Rs.33.20 lacs (Previous Year and as at April 01, 2016: Rs.33.20 lacs), ownership of which is vested with Paschim Gujarat Vij Company Limited.

vii. Impairment of Assets:

a. The Company had incurred an aggregate sum of Rs.8107.17 lacs (Previous Year and as at April 01, 2016: Rs.8107.17 lacs) towards Expansion Project Assets and shown the same under Capital Work-in-progress (CWIP). The expenditure includes cost of an imported plant purchased (including related stores and spares), civil work carried out and pre-operative expenses (including interest capitalised) as shown in (b) below. However, in the year 2005, due to several adversities, the project was suspended.

c. Considering cash flow constraints, the Company had earlier proposed to dispose off the Expansion Project Assets through the Asset Sale Committee (ASC) constituted under the aegis of BIFR, subject to necessary approvals of Lenders / BIFR. However the proposal was deferred at the advice of the ASC. The Company has the option to install the assets at a later date, depending on market conditions. Therefore, considering utilisation of assets in future, the Expansion Project Assets have got been valued by a project consultant. Based on the valuation report obtained from the project consultant, an additional impairment of Rs.122.04 lacs has been provided during the year ended March 31, 2018. As at March 31, 2018, the aggregate provision for impairment is at Rs.4541.14 lacs.

viii. Refer Note 16.1 and 19.1 for information on Property, Plant and Equipment pledged as security.

1. Rights, Preferences and Restrictions

Equity Shares

i. The Company has only one class of equity 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.

ii. The Company declares and pays dividend in Indian rupees. With effect from April 01, 2016, final dividend, if any, proposed by the Board of Directors is recorded as a liability on the date of the approval of the shareholders in the coming Annual General Meeting; in case of interim dividend, it is recorded as a liability on the date of declaration by the Board of Directors of the Company. Board of Directors has recommended equity dividend of Rs.1 per share of face value of Rs.10 each, for the year ended March 31, 2018.

iii. In the event of liquidation, the equity shareholders are eligible to receive the residual assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

iv. In respect of ESOP granted to the employees during the year, refer Note 39.

2. Security and Repayment Terms:

i. Term Loans are repayable in 36 to 60 equated monthly installments carrying varied interest from 8% to 10% p.a. These loans are secured by hypothecation of vehicles financed there under.

ii. The Company's debt was restructured under Corporate Debt Restructuring (CDR) in 2005 and the restructured debt including Funded Interest Term Loan (FITL) has been fully repaid in the earlier years. One of the conditions of the restructuring was that the Lenders would have a Right of Recompense (ROR) as may be approved by the CDR Empowered Group (EG). Hon'ble BIFR has subsequently sanctioned a Rehabilitation Scheme for the Company which over rides all previous schemes and the same does not envisage payment of recompense. Further RBI has repealed the Circular under which CDR was formed and operating. The Company has filed a Miscellaneous Application with the NCLT, Ahmedabad praying that directions be given to the CDR Lenders that no ROR is payable and to release all securities including personal guarantees and shares pledged by the promoters.

3. Security:

* The Working Capital facilities are secured by first charge by way of hypothecation of current assets, namely stocks of raw materials, semi finished and finished goods, consumable stores and spares, bills receivables, book debts and all other movable properties, both, present and future. They are also secured by second mortgage and charge on the Company's immovable and movable properties, both, present and future, hypothecation of "Hathi” Brand, pledge of promoter shares and personal guarantee of two Directors of the Company.

4 Employee benefits

As per Ind AS - 19 - "Employee Benefits”, the disclosures of Employee Benefits is given as below:-

4.1 Defined Contribution Plans

The Company's contribution to Provident Fund and Superannuation Fund aggregating to Rs.245.87 lacs (Previous Year Rs.257.56 lacs) has been recognised in the Statement of Profit and Loss under the head Employee Benefits Expense. (Refer Note 29)

4.2 The fund is a trust and it is governed by the Board of Trustees, which consists of an equal number of employer and employee representatives. The trustees are responsible for the governance of the plan. The day-to-day administration of the scheme is carried out by the trustees. It is the trustee's duty to look after assets on behalf of employees who are entitled to benefit from those assets at some future date. Investment of assets of fund is key responsibility of the trustees.

4.3 Risk to the Plan

i. Actuarial Risk:

The plan is subject 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 employee in future.

ii. 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 cash flows.

iii. 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.

iv. Legislative Risk:

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

4.4 The Present Value of Defined Benefit Obligation and Fair Value of the Plan Assets as at April 01, 2016 is Rs.958.47 lacs and Rs.22.80 lacs respectively.

xi. The estimate of rate of escalation in salary considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors, including supply and demand in the employment market.

xii. Expected rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

xiii. Asset Liability matching strategy

The money contributed by the Company to the Gratuity fund to finance the liabilities of the plan has to be invested.

The trustees of the plan have outsourced the investment management of the fund to an Insurance Company. The Insurance Company in turn manages these funds as per the mandate provided to them by the trustees and the asset allocation which is within the permissible limits prescribed in the insurance regulations. Due to the restrictions in the type of investments that can be held by the fund, it is not possible to explicitly follow an asset liability matching strategy.

There is no compulsion on the part of the Company to fully prefund the liability of the Plan. The Company's philosophy is to fund these benefits based on its own liquidity.

* The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The sensitivity analysis presented above may not be representative of the actual change in the projected 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. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

5 Segment Reporting

The Company has only one business segment 'cement / clinker' as primary segment.

a. As the liability for gratuity are provided on actuarial basis for the Company as a whole, the amounts mentioned are exclusive of gratuity.

b. The amount represents fair value of employee stock options granted during the year 2017-18 to be vested over a period of three years in terms of ESOS 2017.

C Terms and conditions of transactions and balances with related parties

i. The transactions with related parties are made in the normal course of business and on terms equivalent to those that prevail in arm's length transactions.

ii. Outstanding balances at the year end are unsecured and interest free except amount receivable from Prachit Holdings Limited and Reeti Investments Private Limited, which carries interest rate @ 10% p.a. and settlement occurs in cash.

iii. There have been no guarantees provided or received for any related party transaction.

iv. For the year ended March 31, 2018, the Company has not recorded any impairment of receivables relating to amounts owed by related parties.

6 Capital Management:

The primary objective of Company's Capital Management is to maximize shareholder value without having any adverse impact on interests of other stakeholders. At the same time, company strives to maintain an optimal capital structure to reduce the cost of capital.

For the purpose of the Company's Capital Management, debt includes borrowings and current maturities of long term debt and equity includes issued equity capital, share premium and all other equity reserves attributable to the equity shareholders of the Company.

7 Share Based Payments

7.1 Saurashtra Employee Stock Option Scheme 2017

During the year, Saurashtra Employee Stock Option Scheme 2017 (ESOS 2017) was approved by the Shareholders at the Annual General Meeting held on July 26, 2017. The Nomination and Remuneration Committee at its meeting held on February 08, 2018 has approved grant of Stock Options under ESOS 2017 to the senior management and executives from middle management for their performance and to motivate them to contribute to the growth and profitability of the company as also to retain them. Each option carries the right to the holder to apply for one equity share of the company at par. The salient features of the Scheme are as below:

Since the options are yet to vest, the question of its exercise does not arise and hence, the exercise price or weighted average exercise price of the option is not given. Weighted average remaining contractual life for the share options outstanding as at March 31, 2018 was 4 years and 4.5 months.

7.2 Fair Valuation

The fair value of option have been done by an independent firm on the date of grant using the Black-Scholes Model. Black-Scholes Model takes into account exercise price, the term of the option, the share price at the grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The Key assumptions in the Black-Scholes Model for calculating fair value as on the date of grant:

i. Risk Free Rate : 7.12% (Vest 1), 7.31% (Vest 2), 7.46% (Vest 3)

ii. Option Life : Average of [Minimum Life (Vesting period) Maximum Life (Vesting period Exercise period)], which is 3.50 Years (Vest 1), 4.51 Years (Vest 2), 5.51 Years (Vest 3)

iii. Expected Volatility * : 52.89% (Vest 1), 55.72% (Vest 2), 58.15% (Vest 3)

iv. Dividend Yield : 1.15%

* Expected volatility on the Company's stock price on Bombay Stock Exchange based on the data commensurate with the expected life of the option upto the date of grant.

The fair value of Bank Deposits with more than 12 months maturities & earmarked balances and fair value of borrowed funds approximate carrying value as the interest rate of the said instruments are at the prevailing market rate of interest.

The carrying amount of financial assets and financial liabilities (other than borrowed funds) measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

8. Fair Value Measurement

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

i. Receivables are evaluated by the company based on history of past default as well as individual credit worthiness of the customer. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables, if required.

ii. The fair value of interest free loans given is estimated by discounting future cash flows using rates currently available for loans with similar terms, credit risk and remaining maturities.

iii. The fair values of quoted equity instruments are derived from quoted market prices in active markets.

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) market prices in active markets for identical assets or liabilities.

Level 2 - The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on company specific estimates. 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.

9. Financial Risk Management Framework:

The Company's principal financial liabilities 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 comprises of trade and other receivables, cash and cash equivalents and bank balances other than cash and cash equivalents that are derived directly from its operations.

The Company's activities exposes it to market risk, credit risk and liquidity 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 Company's senior management oversees the management of these risks. They provide assurance 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 Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

Market Risk:

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risks - interest rate risk, foreign exchange risk and commodity price risk in a fluctuating market environment. Financial instrument affected by market risks includes foreign currency receivables and payables.

The Company has designed risk management frame work to control various risks effectively to achieve the business objectives. This includes identification of risk, its assessment, control and monitoring at timely intervals.

Foreign Exchange Risk:

Foreign exchange 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 the import of fuels, raw materials and spare parts, capital expenditure and export of cement.

The Company evaluates exchange rate exposure arising from foreign currency transactions. The Company follows established risk management policies and standard operating procedures.

Foreign currency sensitivity on unhedged exposure:

Since the exposure is not significant, 1% increase in foreign exchange rates will have negligible impact on profit before tax.

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 only to the overdraft facility availed in INR against fixed deposits. The Company doesn't have foreign currency borrowings. The company parks surplus funds in fixed deposits and avails overdraft facility against same to meet temporary fund requirement. The interest rate on overdraft facility is linked with interest rate on fixed deposit. Any adverse movement in interest rate will not affect profit before tax since the same will be offset by interest income earned on corresponding fixed deposit. Hence the interest rate risk is self mitigated.

Interest rate exposure:

There is no significant interest rate risk as overdraft facility against fixed deposits have fixed margin over the interest rates of fixed deposits.

Commodity Price Risk:

Commodity price risk arises due to fluctuation in prices of coal, pet coke and other products. The company has a risk management framework aimed at prudently managing the risk arising from the volatility in commodity prices and freight costs.

Credit Risk Management:

Credit risk arises when a customer or counterparty does not meet its obligations 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 investing activities mainly deposits with banks and foreign exchange transactions. The Company has no significant concentration of credit risk with any counterparty.

Trade Receivables:

Customer credit is managed as per Company's established policy procedures and control related to customer credit risk management. The Company has credit evaluation policy for each customer and based on the evaluation maximum exposure limit of each customer is defined. Wherever the Company assesses the credit risk as high the exposure is backed by either bank guarantee / letter of credit or security deposits.

Export sales is mainly against advance payment or letter of credit.

Generally deposits are taken from domestic debtors. Apart from deposit, there is a third party agent area wise. In case any customer defaults, the amount is first recovered from third party agent, then from the agent's commission. Each outstanding customer receivable is regularly monitored and if outstanding is above due date, further sales orders are controlled and can only be fulfilled if there is a proper justification. The Company does not have higher concentration of credit risks to a single customer.

Total Trade receivable as on March 31, 2018 is Rs.1,910.07 Lacs Previous year Rs.1,605.21 Lacs, and as at April 01, 2016 Rs.1,562.45 Lacs)

In view of above robust credit policy and considering past history of insignificant bad debts, allowance for expected credit losses based on provision matrix, which uses an estimated default rate, will not give a true picture. Instead company makes allowance for credit losses based on specific identification. This is further substantiated by the fact that entire bad debt written off during the year of Rs.124.48 lacs was fully provided for in earlier years. The movement in allowance for credit losses is as below:

Cash and Cash Equivalent and Bank Deposit:

Credit Risk on cash and cash equivalent, deposits with the banks is generally low as the said deposits have been made with the banks who have been assigned high credit rating by international and domestic rating agencies.

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 reasonable price. The Company manages liquidity risk by continuously monitoring forecast and actual cash flows on daily, monthly and yearly basis. Loan arrangements, credit limits with various banks including working capital and monitoring of operational and working capital issues are always kept in mind for better liquidity management. In addition, processes and policies related to such risks are overseen by senior management.

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments.

10 First-time adoption of Ind AS:

i. These financial statements, for the year ended March 31, 2018, are the first financial statements, the Company has prepared in accordance with Ind AS. For periods up to and including the year ended March 31, 2017, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP).

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on March 31, 2018, together with the comparative period data as at and for the year ended March 31, 2017, as described in the summary of significant accounting policies. In preparing these financial statements, the Company's opening balance sheet was prepared as at April 01, 2016, the Company's date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the Balance Sheet as at April 01, 2016 and the financial statements as at and for the year ended March 31, 2017 and how the transition from IGAAP to Ind AS has affected the Company's financial position, financial performance and cash flows.

ii. Exemptions applied:

a) The Company has elected not to apply Ind AS 103 - Business Combinations retrospectively to past business combinations that occurred before the date of transition of April 01, 2016. Consequently, the Company has kept the same classification for the past business combinations as in its previous GAAP financial statements.

b) The Company has elected to measure items of Property, Plant and Equipment and Intangible Assets at Cost except certain class of assets which are measured at fair value as deemed cost as at the date of transition.

c) The Company has designated investment in quoted and unquoted equity shares (other than subsidiaries) held at the date of transition as fair value through OCI.

d) The Company has elected to carry its investment in subsidiaries at deemed cost which is its previous GAAP carrying amount at the date of transition.

iii. Exception applied:

Derecognition of financial assets and liabilities - Financial assets and liabilities derecognized before the date of transition are not re-recognized under Ind-AS. The Company has not chosen to apply the Ind AS 109 - Financial Instruments derecognition criteria to an earlier date.

Notes to the reconciliation of Total Comprehensive Income and Other Equity between Indian GAAP and Ind AS:

1 Property, Plant and Equipment:

i. The Company has elected to measure items of Property, Plant and Equipment at Cost as per Ind AS 16 (Refer (iii) below).

ii. As per Ind AS 16, spare parts, stand-by equipment and servicing equipment are recognised as Property, Plant and Equipment ('PPE') when they meet the following criteria:

a. Are held for use in the production or supply of goods or services, for rental to others, or for administrative purposes; and

b. Are expected to be used during more than one period.

Based on the above provision, stores and spares satisfying above criteria are de-recognised from Inventory and capitalized as PPE from the date of purchase.

iii. The Company has considered fair value as deemed cost for it's land located at Ranavav, Dist. - Porbandar, Gujarat - 360 560 in accordance with stipulations of Ind AS 101 with the resultant impact of Rs.11,236.05 lacs being recognised in Retained Earnings.

2 Investments:

The Company has elected to carry its investment in subsidiaries at deemed cost which is its previous GAAP carrying amount at the date of transition and other investments at Fair Value through Other Comprehensive Income.

3 Loans:

Under IGAAP, the Company had accounted for interest free loan to employees and subsidiary company at the undiscounted amount whereas under Ind AS, such financial assets are recognised at present value.

4 Deferred Tax:

i. IGAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under IGAAP.

In addition, the various transitional adjustments lead to temporary differences. According to the accounting policies, the Company has to account for such differences. Deferred Tax adjustments are recognised in correlation to the underlying transaction either in retained earnings or profit and loss respectively.

ii. As per Ind AS 1 2, the Company has considered MAT entitlement credit as deferred tax asset being unused tax credit entitlement.

5 Proposed Dividend:

Under IGAAP, proposed dividend and tax thereon are recognised as a liability in the period to which they relate, irrespective of when they are declared. Under Ind AS, proposed dividend is recognised as a liability in the period in which it is declared (on approval of shareholders in a general meeting) or paid. In case of the Company, the declaration of dividend occurs after period end. Accordingly, proposed dividend has been reversed as at the date of transition and adjusted in retained earnings.

6 Defined benefit liabilities:

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

7 Stores and Spares:

With reference to Point No. 1, Spare parts meeting criteria of PPE has been reduced from inventory. Further Stores and Spares consumption has been reversed from Statement of Profit and Loss and has been capitalised as PPE. Depreciation on capitalized stores and spares till the date of transition has been accounted for in Retained Earnings and has been charged to Statement of Profit and Loss for the year ended March 31, 2017.

8 Other Comprehensive Income:

In accordance with Ind AS, Other Comprehensive Income includes gain / (loss) on fair valuation of investment in quoted shares and remeasurements of defined benefit plans.