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LML Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Dec 2017

Auditor and Management Disclosures and Notes for the quarterly results dated 31 Dec 2017

1. The Company has adopted Indian Accounting Standards (Ind AS) form 1st April 2017 with a transition date of 1st April, 2016. The standalone financial results have been prepared in accordance with hid AS as prescribed under Section 133 of Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standard) Rules, 2015 and Companies (Indian Accounting Standard) Amendment Rules, 2016. The unaudited results of the quarter and nine months ended 31st December 2016 are also Ind AS compliant.

2. The format for unaudited quarterly results as prescribed in SEBI's circular CIR/CFD/CMD/15/2015 dated 30th November, 2015 has been modified to comply with requirements of SEBI's circular dated 5th July 2016, Ind AS and Schedule III to the Companies Act, 2013 applicable to companies that are required to comply with Ind AS. Further as clarified for disclosure by SEBI vide circular dated 20th September 2016, Income from Operations is inclusive of Excise Duty & service tax recovered in accordance with Ind-AS 18.

3. Reconciliation of the Net Profit for the corresponding quarter and nine months ended 31st December, 2016 as previously reported (Prepared under the previously applicable Indian Generally Accepted Accounting Principal referred to as IGAAP) vis-a-vis Ind AS is as below: (For Table, kindly refer Corporate Announcements on www.bseindia.com.)

4. On 22nd May 2017, the Company, (Company or Corporate Debtor) filed a petition under Section 10 of the Insolvency & Bankruptcy Code, 2016 (Code) with National Company Law Tribunal (NCLT), Allahabad Bench. The case was admitted by NCLT and it ordered for commencement of Corporate Insolvency Resolution Process (CIRP) w.e.f 30.05.2017 and appointed Mr. Anil Goel as Interim Resolution Professional (IRP) for the Company. Pursuant to the above, the Committee of Creditors (CoC) in their meeting held on 29.06.2017 confirmed Mr. Anil Goel as Resolution Professional (RP). Under Section 17 of the IBC, the powers of the Board of Directors are suspended and such powers are vested with the IRP/RP.

The NCLT also ordered moratorium under the provisions of the Code w.e.f. 30.05.2017 till the completion of the CIRP Process or until it approves Resolution Plan under Section 31(1) of the Code or passes an order for liquidation of the Company under section 33 of the Code, whichever is earlier. The RP has invited expression of interest from prospective Resolution Applicants. As approved by the CoC, the Company's CIRP period has been extended by NCLT till 24.02.2018.

5. Resolution Professional has received various claims submitted by financial creditors, operational creditors, workmen, employee and authorized representative of workmen of the Company pursuant to the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. The claims are under updation.

6. The un-audited financial results of the Company for Quarter and nine months Ended 31.12.2017 have been approved by Resolution Professional in discharge of the powers of the Board of Directors of the Company which have been conferred upon him in terms of the provisions of Section 17 of the Insolvency & Bankruptcy Code, 2016.

7. Due to non-approval by the CoC for raising of Interim Finance by the Company, operations of the Company have been temporarily suspended with effect from 4.9.2017 and therefore due to unavailability of funds and human resources:-

a) The Company was unable to print and send the Annual Report for FY 2016-17 to its shareholders and hold the AGM. The Auditors M/s Khandelwal Jain & Co., Chartered Accountants appointed in the last AGM hold the office till the conclusion of the next AGM. Accordingly, the limited review of Financial Results for the December Quarter has been carried by them and they will retire at the ensuing AGM as per the section 139 of the Companies Act, 2013.

b) The Company was unable to submit and published Financial Results for September quarter within time as prescribed in the listing agreement. Consequently, the Company has received notices from NSE and BSE for non-compliance of Listing Regulation 33 and levied the fine of Rs. 18.20 lakhs as per SEBI Circulars. The Company has represented to SEBI for exemption and waiver of the same. Pending such approval, provision for the same has been made in the results of the quarter ended 31.12.2017.

8. Segmental information:

(a) Primary (Business) Segment - The operations of the Company relate to only one segment viz. Motorised two / three -wheelers.

(b) Secondary (Geographical) Segment - Secondary segment reporting is on the basis of geographical location of the customers. The Company's revenue during the quarter by geographical markets are: Domestic sales Rs. 11.89 lacs and Export sales Rs. 24.01 lacs.

Geographical segment wise profits, assets and liabilities are not given since the production unit and administrative expenses are common.

9. Previous period figures have been regrouped wherever necessary to make them comparable.

Mahesh Kanodia
Chief Financial Officer