DMCC Speciality Chemicals Ltd. இன் கணக்கு குறிப்புகள்

Mar 31, 2025

2.15 Provisions, Contingent Liabilities and
Contingent Assets:

Provisions

Provisions are recognised when the Company has a
present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources
embodying economic benefits will be required to
settle the obligation and a reliable estimate can be
made of the amount of the obligation. The expense
relating to a provision is presented in the Statement
of Profit and Loss.

Contingent Liabilities

Contingent liability is disclosed for (i) Possible
obligations which will be confirmed only by the
future events not wholly within the control of the
company or (ii) Present obligations arising from past
events where it is not probable that an outflow of
resources will be required to settle the obligation or
a reliable estimate of the amount of the obligation
cannot be made.

Contingent Assets

Contingent Assets are only disclosed when it is
probable that the economic benefits will flow to the
Company.

2.16 Earnings per share

Basic earnings per equity share are computed by
dividing the net profit attributable to the equity holders
of the company by the weighted average number of
equity shares outstanding during the period. Diluted
earnings per equity share is computed by dividing
the net profit attributable to the equity holders of the
company by the weighted average number of equity
shares considered for deriving basic earnings per

equity share and also the weighted average number
of equity shares that could have been issued upon
conversion of all dilutive potential equity shares.

2.17 Business Combinations and
Goodwill

Business combinations are accounted for using
the acquisition method. The cost of an acquisition
is measured as the aggregate of the consideration
transferred (measured at acquisition date at fair
value) and the amount of any non-controlling
interests in the acquiree. For each business
combination, the Company elects whether to
measure the non-controlling interests in the
acquiree at fair value or at the proportionate share
of the acquiree''s identifiable net assets. Acquisition-
related costs are expensed as incurred.

Goodwill is initially measured at cost, being the excess
of the aggregate of the consideration transferred and
the amount recognised for non-controlling interests,
and any previous interest held, over the net identifiable
assets acquired and liabilities assumed. If the fair
value of the net assets acquired is in excess of the
aggregate consideration transferred, the Company
re-assesses whether it has correctly identified all of
the assets acquired and all of the liabilities assumed
and reviews the procedures used to measure the
amounts to be recognised at the acquisition date.
If the reassessment still results in an excess of the
fair value of net assets acquired over the aggregate
consideration transferred, then the gain is recognised
in OCI and accumulated in equity as capital reserve.
However, if there is no clear evidence of bargain
purchase, the Company recognises the gain directly
in equity as capital reserve, without routing the same
through OCI.

After initial recognition, goodwill is measured at cost
less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired in
a business combination is, from the acquisition date,
allocated to each of the Group''s cash-generating units
that are expected to benefit from the combination,
irrespective of whether other assets or liabilities of the
acquiree are assigned to those units.

2.18 Current and Non current
Classification

The Company presents assets and liabilities in
the balance sheet based on current/non-current
classification.

An asset as current when it is:

¦ Expected to be realised or intended to be sold or
consumed in normal operating cycle;

¦ Held primarily for the purpose of trading;

¦ Expected to be realised within twelve months
after the reporting period; or

¦ Cash or cash equivalent unless restricted from
being exchanged or used to settle a liability for at
least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

¦ It is expected to be settled in normal operating
cycle;

¦ It is held primarily for the purpose of
trading;

¦ It is due to be settled within twelve months after
the reporting period; or

¦ There is no unconditional right to defer the
settlement of the liability for at least twelve
months after the reporting period.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non¬
current assets and non-current liabilities, as the case
may be.

2.19 Financial Instruments

The Company recognizes financial assets and
financial liabilities when it becomes a party to the
contractual provisions of the instrument.

a) Financial Assets

Financial Instruments

Financial assets and financial liabilities are recognised
when the Company becomes a party to the
contractual provisions of the instrument. Financial
assets and liabilities are initially measured at fair value.
Transaction costs that are directly attributable to the
acquisition or issue of financial assets and financial
liabilities (other than financial assets and financial
liabilities at fair value through profit and loss) are
added to or deducted from the fair value measured on
initial recognition of financial asset or financial liability.
The transaction costs directly attributable to the
acquisition of financial assets and financial liabilities
at fair value through profit and loss are immediately
recognised in the statement of profit and loss.

Effective interest method

The effective interest method is a method of
calculating the amortised cost of a financial instrument
and of allocating interest income or expense over
the relevant period. The effective interest rate is the
rate that exactly discounts future cash receipts or
payments through the expected life of the financial
instrument, or where appropriate, a shorter period.

(i) Financial assets
Cash and bank balances

Cash and bank balances consist of:

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

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

Financial assets at amortised cost

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

Financial assets measured at fair value

Financial assets are measured at fair value through
other comprehensive income if these financial assets
are held within a business model whose objective is
to hold these assets in order to collect contractual
cash flows or to sell these financial assets and the
contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments
of principal and interest on the principal amount
outstanding.

Investment in Subsidaries

Investment in Subsidiaries is carried at cost in the
financial statements

Impairment of financial assets

Loss allowance for expected credit losses is
recognised for financial assets measured at amortised
cost and fair value through other comprehensive
income. The Company recognises life time expected
credit losses for all trade receivables that do not
constitute a financing transaction. For financial assets
whose credit risk has not significantly increased since
initial recognition, loss allowance equal to twelve
months expected credit losses is recognised. Loss
allowance equal to the lifetime expected credit
losses is recognised if the credit risk on the financial
instruments has significantly increased since initial
recognition.

De-recognition of financial assets

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

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

b) Financial Liabilities and Equity
Instruments

Classification as debt or equity

Financial liabilities and equity instruments issued
by the Company are classified according to the
substance of the contractual arrangements entered
into and the definitions of a financial liability and an
equity instrument.

Equity Instruments

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

Financial liabilities

Trade and other payables are initially measured at fair
value, net of transaction costs, and are subsequently
measured at amortised cost, during the effective
interest rate method where the time value of money
is significant. Interest bearing issued debt are initially
measured at fair value and are subsequently measured
at amortised cost using the effective interest rate
method. Any difference between the proceeds (net of
transaction costs) and the settlement or redemption
of borrowings is recognised over the term of the
borrowings in the statement of profit and loss.

Initial recognition and measurement

The Company''s financial liabilities include trade and
other payables, loans and borrowings including cash
credit accounts and derivative financial instruments
like Forward Cover Contracts.

Financial liabilities are classified, at initial recognition,
as at fair value through profit and loss or as those
measured at amortised cost.

Subsequent measurement

The subsequent measurement of financial liabilities
depends on their classification as follows:

Financial liabilities at fair value through profit and
loss

Financial liabilities at fair value through profit and loss
include financial liabilities held for trading.

The Company has not designated any financial
liabilities upon initial recognition at fair value through
profit and loss.

De-recognition of Financial Liabilities

The Company de-recognises financial liabilities
when, and only when, the company''s obligations are
discharged, cancelled or they expired.

2.20 Derivative Financial Instruments

The company holds derivative financial instruments
such as foreign exchange forward contracts generally
to mitigate the risk of changes in exchange rates on
foreign currency exposures. The counter party for
these contracts is generally a bank and these are
generally designated as hedges. Any derivative that
is either not designated a hedge, or is so designated
but is ineffective as per Ind AS 109, is categorized as a
financial asset or financial liability, at fair value through
profit or loss. Derivatives not designated as hedges
are recognized initially at fair value and attributable
transaction costs are recognized in net profit in
the statement of profit and loss when incurred.
Subsequent to initial recognition, these derivatives
are measured at fair value through profit or loss.
Assets/liabilities in this category are presented as
current assets/current liabilities if they are either held
for trading or are expected to be realized within 12
months after the balance sheet date The Company
measures financial instruments, such as, derivatives at
fair value at each balance sheet date.

2.21 Fair value measurement

The company measures financial instruments, such
as, derivatives at fair value at each balance sheet
date. Fair value is the price that would be received to
sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the
measurement date. The fair value measurement is
based on the presumption that the transaction to sell
the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most
advantageous market for the asset or liability. The
principal or the most advantageous market must
be accessible by the company. The fair value of an
asset or a liability is measured using the assumptions
that market participants would use when pricing the
asset or liability, assuming that market participants
act in their best economic interest. A fair value
measurement of a non-financial asset takes into
account a market participant''s ability to generate

economic benefits by using the asset in its highest
and best use or by selling it to another market
participant that would use the asset in its highest and
best use. The Company uses valuation techniques
that are appropriate in the circumstances and for
which sufficient data are available to measure fair
value, maximising the use of relevant observable
inputs and minimising the use of unobservable
inputs. All assets and liabilities for which fair value is
measured or disclosed in the financial statements are
categorised within the fair value hierarchy, described
as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
• Level 1 - Quoted (unadjusted) market prices in
active markets for identical assets or liabilities • Level
2 - Valuation techniques for which the lowest level
input that is significant to the fair value measurement
is directly or indirectly observable • Level 3 -
Valuation techniques for which the lowest level
input that is significant to the fair value measurement
is unobservable For assets and liabilities that are
recognised in the financial statements on a recurring
basis, the Company determines whether transfers
have occurred between levels in the hierarchy by re¬
assessing categorisation (based on the lowest level
input that is significant to the fair value measurement
as a whole) at the end of each reporting period. The
Company''s management determine the policies
and procedures for both recurring fair value
measurement, such as derivative instruments and
unquoted financial assets measured at fair value,
and for non-recurring measurement, such as assets
held for distribution in discontinued operations. At
each reporting date, the management analyses the
movements in the values of assets and liabilities which
are required to be remeasured or re-assessed as per
the Company''s accounting policies. For this analysis,
the management verify the major inputs applied in
the latest valuation by agreeing the information in
the valuation computation to contracts and other
relevant documents. For the purpose of fair value
disclosures, the Company has determined classes
of assets and liabilities on the basis of the nature,
characteristics and risks of the asset or liability and
the level of the fair value hierarchy as explained
above.

2.22 Investment Properties

Investment properties are measured initially at cost,
including transaction costs. Subsequent to initial
recognition, investment properties are stated at cost
less accumulated depreciation and accumulated
impairment loss, if any.

Though the Company measures investment property
using cost based measurement, the fair value of
investment property is disclosed in the notes. Fair
values are determined based on evaluation every
three years performed by an accredited external
independent valuer, at every 3 years rest, by applying
a valuation model recommended by the International
Valuation Standards Committee.

Investment properties are derecognised either
when they have been disposed of or when they are
permanently withdrawn from use and no future
economic benefit is expected from their disposal.
The difference between the net disposal proceeds
and the carrying amount of the asset is recognised in
profit or loss in the period of derecognition.

2.23 Cash & Cash equivalents and Short
Term deposits

Cash and Cash equivalents in the balance sheet
comprise cash at banks and on hand and short-term
deposits with a maturity of three months or less, which
are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash
and cash equivalents consist of cash and short-term
deposits, as defined above, as they are considered an
integral part of the Company''s cash management.

2.24 Research and Development Costs

Research costs are expensed as incurred.
Development expenditure on an individual project
are recognized as an Intangible asset when the
Company can demonstrate; (i) Technical feasibility of
completing the intangible asset so that the asset will
be available for use or sale (ii) It''s intention to complete
and its ability and intentions to use or sell the asset (iii)
How the asset will generate future economic benefits
(iv) the availability of resources to complete the asset

(v) the ability to measure reliably the expenditure
during development.

Following initial recognition of the development
expenditure as an asset, the asset is carried at cost
less any accumulated amortization and accumulated
impairment losses. Amortization of the asset begins
when development is complete and the asset is
available for use. It is amortized over the period of
expected future benefits. Amortization expenses
is recognized in the Statement of Profit and Loss.
During the period of development, the asset is tested
for impairment annually.

2.25 Cash dividend to equity Shareholders

The Company recognises a liability to make cash or
distributions to equity holders when the distribution
is authorised and the distribution is no longer at the
discretion of the Company. As per the corporate
laws in India, a distribution is authorised when it is
approved by the shareholders. A corresponding
amount is recognised directly in equity.

2.26 Recent Pronouncements

Ministry of Corporate Affairs ("MCA") notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards)
Rules as issued from time to time. For the year ended
March 31, 2025, MCA has not notified any new
standards or amendments to the existing standards
applicable to the Company.

(a) (i) Car Loan from a bank/Financial Institotions

Loans against vehicles are for a period of three
to five years and repayable by way of equated
monthly installment, Interest rate ranges from
8.15% to 9.00%. Secured against hypothecation of
Vehicles. Out of total outstanding Car loan as on
31^st March, 2025 of '' 0.17 Lakhs (Previous Year:
'' 3.34 lakhs), New Car Loan as on 31^st March 2025
of '' 37.00 Lakhs (Previous Year '' Nil ). Repayable in
36 EMI''s commencing from 30.04.2025. Rate of
interest is 8.15%.

(a) (ii) Project Loan from bank

i) Sanctioned Term Loan - '' 700.00 Lakhs. Current
Outstanding as on 31^st March, 2025 is '' 196.41
Lakhs (Previous Year '' 347.20 Lakhs). Repayable
in 60 EMI''s commencing from Jun-2021. Rate
of interest is 10.00%.

Secured against mortgage of all the fixed assets
of the Company, both present and future, situated
at Roha.

ii) Sanctioned Term Loan - '' 1500.00 Lakhs. Current
Outstanding as on 31^st March, 2025 is '' 75.00
Lakhs (Previous Year '' 375.00 Lakhs). Repayable

in 60 EMI''s commencing from 15.07.2020. Rate
of interest is 10.00%.

Secured against mortgage of all the fixed assets
of the Company, both present and future, situated
at Dahej.

iii) Sanctioned Term Loan - '' 1875.00 Lakhs. Current
Outstanding as on 31^st March, 2025 is '' 876.24
Lakhs ( previous Year '' 1272.37 Lakhs).

Repayable in 60 EMI''s commencing from

30.04.2022. Rate of interest is 10.00%.

Secured against mortgage of land and building of
the Company, both present and future, situated
at Dahej.

iv) Sanctioned Term Loan - '' 600.00 Lakhs. Current
Outstanding as on 31^st March, 2025 is '' 406.06
Lakhs (Previous Year '' 526.70 Lakhs).

Repayable in 60 EMI''s commencing from

30.04.2022. Rate of interest is 10.00%.

Secured against mortgage of land and building of
the Company, both present and future, situated
at Dahej.

v) Sanctioned Term Loan - '' 2625.00 Lakhs. Current
Outstanding as on 31^st March, 2025 is '' 1273.00
Lakhs (Previous Year '' 1823.27 Lakhs). Repayable
in 60 EMI''s commencing from 31.05.2022. Rate
of interest is 10.00%.

Secured against mortgage of land and building of
the Company, both present and future, situated
at Roha.

vi) Sanctioned Term Loan - '' 790.00 Lakhs. Current
Outstanding as on 31^st March, 2025 is '' 540.15
Lakhs. (Prvious Year '' 697.95 Lakhs), Repayable in
60 EMI''s commencing from 10-09-2023. Rate of
interest is 10.00%.

Secured against mortgage of land and building of
the Company, both present and future, situated
at Roha.

vii) Sanctioned Term Loan - '' 1330.00 Lakhs. Current
Outstanding as on 31^st March, 2025 is '' 454.80
Lakhs (Previous Year '' 816.14 Lakhs). Repayable
in 60 EMI''s commencing from 09.06.2023. Rate
of interest is 9.30%.

Secured against mortgage of land and building of
the Company, both present and future, situated
at Dahej.

viii) Sanctioned Term Loan - '' 475.00 Lakhs. Current
Outstanding as on 31^st March, 2025 is '' 293.00

Lakhs (Previous Year '' 449.00 Lakhs). Repayable
in 60 EMI''s commencing from 24.02.2024. Rate
of interest is 9.25%.

Secured against mortgage of land and building of
the Company, both present and future, situated
at Roha.

ix) Sanctioned Term Loan - '' 1750.00 Lakhs. Current
Outstanding as on 31^st March, 2025 is '' 1000.00
Lakhs (Previous Year '' 500.00 Lakhs). Repayable
in 60 EMI''s commencing from 31.03.2025. Rate
of interest is 10.00%. 60 EMI''s are remaining to
be paid as on that date.

Secured against mortgage of land and building of
the Company, both present and future, situated
at Roha.

x) Sanctioned Term Loan - '' 250.00 Lakhs. Current
Outstanding as on 31^st March, 2025 is '' 250.00
Lakhs (Previous Year '' 250.00 Lakhs). Repayable
in 60 EMI''s commencing from 31.03.2025. Rate
of interest is 10.00%. 60 EMI''s are remaining to
be paid as on that date.

Secured against mortgage of land and building of
the Company, both present and future, situated
at Roha.

Out of total outstanding term loan as on
31^st March, 2025 of '' 5401.83 Lakhs (PY:
'' 7060.97 Lakhs), amount due in next twelve
months is '' 2470.76 Lakhs (PY: '' 2248.74 Lakhs),
which is shown as ''Current maturities of Long
Term Debts'' under ''Other Current Liabilities'' (See
Note No. 21 (1)(iii)).

The Company has reviewed all its pending litigations & proceedings and has adequately provided for where
provisions are required and disclosed the contingent liabilities where applicable. The Company does not expect
the outcome of these proceedings to have materially adverse effect.

The Company has received Differential Duty demand of '' 14.33 Crores (on Import of crude/un-refined
Sulphur during the period 2004-2005 to 2008-2009, provisionally assessed then), at concessional rate of Basic
Customs Duty in term of Entry at Sr. No. 60 of Notification No. 21/2002- Cus dated 01.03.2002 which granted
concessional rate of basic customs duty on the import of "Crude or unrefined Sulphur" falling under Chapter
Sub-heading No. 2503 00 of Customs Tariff). The Company has now filed Appeal before CESTAT being Appeal
No. C/89904/2018 - DB dated 2^nd January 2019 (against the Order dated 07.02.2018 of the Commissioner
(Appeals), Mumbai) and deposited an amount of '' 1.43 Crores (being the 10% of the alleged demand of
differential duty of '' 14.33 Crores), as a condition precedent for the Appeal before the CESTAT. The Appeal
is pending at CESTAT, Mumbai, and will come up for hearing in course of time. Based on the legal advice the
Company is confident to successfully succeed in the appeal.

The company had imported Rock Phosphate (for the manufacture of Fertilizer viz. Single Superphosphate) and
the Bill of Entry for the consignments of Rock Phosphate imported during the period 2005-2006 to 2007-2008,
were provisionally assessed and goods were allowed to be cleared with "Nil" Special additional Duty (SAD for
short) falling under Chapter heading, Sub-heading or tariff item "31 or any other chapter" of the first Schedule
of Customs Tariff. Subsequently, the Department raised an alleged demand of '' 1.21 crores on account of
the enhancement of declared value (Invoice value on which duty was assessed provisionally) and denial of
‘Nil" (SAD) under Notification- 20/2006-Cus dated 1.3.2006 on the alleged ground that the Company had
allegedly failed to submit the relevant documents which could prove that the imported Rock Phosphate was
used for the manufacturing of "fertilizer". The Company has now filed Appeal before CESTAT being Appeal
No. C/89910/2018 - DB dated 2^nd January 2019 ( against the Order dated 07.02.2018 of the Commissioner
(Appeals),Mumbai.)and deposited an amount of '' 12.16 Lakhs being the 10% of the alleged demand of '' 1.21
Crores. The Appeal is pending at CESTAT, Mumbai and will come up for hearing in course of time. Based on the
legal advice the Company is confident to successfully succeed in the appeal.

NOTE 37: RISK MANAGEMENT

FRAMEWORK

The Company''s board of directors has overall
responsibility for the establishment and oversight
of the Company''s risk management framework.
The Company, through three layers of defence
namely policies and procedures, review mechanism
and assurance aims to maintain a disciplined and
constructive control environment in which all
employees understand their roles and obligations. The
Audit committee of the Board with top management
oversee the formulation and implementation of the
Risk management policies. The risks are identified at
business unit level and mitigation plan are identified,
deliberated and reviewed at appropriate forums.

A Financial risk management

The Company has exposure to the following risks
arising from financial instruments:

- credit risk (see (i));

- liquidity risk (see (ii)); and

- market risk (see (iii)).

i. 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, and arises
principally from the Company''s receivables from
customers, loans and investments. The carrying
amount of financial assets represents the maximum
credit risk exposure.

Trade receivables

The Company has established a credit policy under
which each new customer is analysed individually for
creditworthiness before the payment and delivery
terms and conditions are offered. The Company''s
review includes external ratings, if they are available,
financial statements, credit agency information,
industry information and business intelligence. Sale
limits are established for each customer and reviewed
annually. Any sales exceeding those limits require
approval from the appropriate authority as per policy.
In monitoring customer credit risk, customers are

grouped according to their credit characteristics,
including whether they are an individual or a legal
entity, whether they are a institutional, dealers or end-
user customer, their geographic location, industry,
trade history with the Company and existence of
previous financial difficulties.

Expected credit loss for trade receivables:

The Company based on internal assessment which
is driven by the historical experience/current facts
available in relation to default and delays in collection
thereof, the credit risk for trade receivables is
considered low. The Company estimates its allowance
for trade receivable using lifetime expected credit loss
and accordingly provision is made for the doubtful
debts.

Expected credit loss on financial assets other than
trade receivables:

With regards to all financial assets with contractual
cash flows other than trade receivable, management
believes these to be high quality assets with negligible
credit risk. The management believes that the parties
from which these financial assets are recoverable,
have strong capacity to meet the obligations and
where the risk of default is negligible and accordingly
no provision for excepted credit loss has been
provided on these financial assets.

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter
difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash
or another financial asset. The Company''s approach
to managing liquidity is to ensure, as far as possible,
that it will have sufficient liquidity to meet its liabilities
when they are due, under both normal and stressed
conditions, without incurring unacceptable losses or
risking damage to the Company''s reputation.

The Company''s finance and accounts department
is responsible for managing the short term and long
term liquidity requirements. Short term liquidity
situation is reviewed daily. Longer term liquidity
position is reviewed on a regular basis by the Board
of Directors and appropriate decisions are taken
according to the situation.

iii. Market risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates that will
affect the Company''s income or the value of its holdings of financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimising
the return.

Currency risk

The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in
which sales, purchases and borrowings are denominated and the functional currency of the Company. The
currencies in which the Company is exposed to risk are generally USD and EUR. The Company follows a natural
hedge driven currency risk mitigation policy to the extent possible. Any residual risk is evaluated and appropriate
risk mitigating steps are taken, including but not limited to, entering into forward contract.

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. Interest rate risk is measured by using the cash flow sensitivity for changes
in variable interest rate. The borrowings of the Company are principally denominated in rupees of fixed rates
of interest. The Company has exposure to interest rate risk, arising principally on changes in base lending rate.

In order to optimize the company''s position with regard to interest income and interest expenses and to manage
the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing
the proportion of the fixed rate and floating rate financial instruments in its total portfolio.

(iii) The company does not have any charges or
satisfaction thereof, which is yet to be registered
with ROC beyond the statutory period.

(iv) The company have not traded or invested in
Crypto currency or Virtual Currency during
the year.

(v) 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.

(vi) 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.

(vii) The company has no such transaction which
is not recorded in the books of accounts that
has been surrendered or disclosed as income
during the year in the tax assessments under the
Income Tax Act, 1961 (such as, search or survey

or any other relevant provisions of the Income
Tax Act, 1961.

(viii) The company holds all the title deeds of
immovable property in its name.

(ix) The company is not declared as wilful defaulter
by any bank or financial Institution or other lender.

(x) The company is required to file any quarterly
returns/statements with the bank.

(xi) There is no Scheme of Arrangements approved
by the Competent Authority in terms of sections
230 to 237of the Companies Act, 2013.

(xii) The company has complied with the number of
layers prescribed under clause (87) of section 2
of the Act read with Companies (Restriction on
Number of Layers) Rules, 2017.

NOTE 43: quirements of rule 3(1) of

the Companies (Accounts Rules 2014 the Company
uses accounting software for maintaining its books
of account that have a feature of recording audit
trail of each and every transaction creating an edit
log of each change made in the books of account
alongwith the date when such changes were made
within such accounting software. This feature of
recording audit trail has operated throughout the
year except for certain transactions, changes made
through specific access and for direct database
changes and no audit trail features were tampered
during the year.

NOTE 44: Figures in respect of the previous
year have been regrouped/rearranged wherever
necessary.

As per our report of even date

For Rahul Gautam Divan & Associates For and on behalf of the Board of Directors

Chartered Accountants

Firm Registration No.: 120294W

Partner L.N. Goculdas B.L. Goculdas S. V. Joshi

Membership No. 138754 Chairman Managing Director & CEO Independent Director

DIN:00459347 DIN:00422783 DIN: 00392020

Place: Mumbai: Sunil Kumar Goyal Sonal Naik

Date: 5th May, 2025 Chief Financial Officer Company Secretary

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Mar 31, 2024

2.15 Provisions, Contingent Liabilities and Contingent Assets

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the Statement of Profit and Loss.

Contingent Liabilities

Contingent liability is disclosed for (i) Possible obligations which will be confirmed only by the future events not wholly within the control of the Company or (ii) Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.

Contingent Assets

Contingent Assets are only disclosed when it is probable that the economic benefits will flow to the Company,

2.16 Earnings per share

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

2.17 Business Combinations and Goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred (measured at acquisition date at fair value) and the amount of any non-controlling interests in the acquiree. For each business combination, the Company elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree''s identifiable net assets. Acquisition-related costs are expensed as incurred.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Company re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain

purchase, the Company recognises the gain directly in equity as capital reserve, without routing the same through OCI.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group''s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

2.18 Current and Non-Current Classification

The Company presents assets and liabilities in the balance sheet based on current/Non-Current classification.

An asset as current when it is:

* Expected to be realised or intended to be sold or consumed in normal operating cycle;

* Held primarily for the purpose of trading;

* Expected to be realised within twelve months after the reporting period; or

* Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as Non-Current.

A liability is current when:

* It is expected to be settled in normal operating cycle;

* It is held primarily for the purpose of trading;

* It is due to be settled within twelve months after the reporting period; or

* There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as Non-Current.

Deferred tax assets and liabilities are classified as Non-Current Assets and Non-Current liabilities, as the case may be.

2.19 Financial Instruments

The Company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument.

a) Financial Assets Financial Instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit and loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. The transaction costs directly attributable to the acquisition of financial assets and financial liabilities at fair value through profit and loss are immediately recognised in the statement of profit and loss.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts future cash receipts or payments through the expected life of the financial instrument, or where appropriate, a shorter period.

(i) Financial assets

Cash and bank balances

Cash and bank balances consist of:

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

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

Financial assets at amortised cost

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

Financial assets measured at fair value

Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business model whose objective is to hold these assets in order to collect contractual cash flows or to sell these financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Investment in Subsidaries

Investment in Subsidiaries is carried at cost in the financial statements.

Impairment of financial assets

Loss allowance for expected credit losses is recognised for financial assets measured at amortised cost and fair value through other comprehensive income. The Company recognises life time expected credit losses for all trade receivables that do not constitute a financing transaction. For financial assets whose credit risk has not significantly increased since initial recognition, loss allowance equal to twelve months expected credit losses is recognised. Loss allowance equal to the lifetime expected credit losses is recognised if the credit risk on the financial instruments has significantly increased since initial recognition.

De-recognition of financial assets

The Company de-recognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all risks and rewards of ownership of the asset to another entity. If the Company neither transfers nor retains substantially all the

risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the assets and an associated liability for amounts it may have to pay.

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

b) Financial Liabilities and Equity Instruments Classification as debt or equity

Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity Instruments

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

Financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, during the effective interest rate method where the time value of money is significant. Interest bearing issued debt are initially measured at fair value and are subsequently measured at amortised cost using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in the statement of profit and loss.

Initial recognition and measurement

The Company''s financial liabilities include trade and other payables, loans and borrowings including cash credit accounts and derivative financial instruments like Forward Cover Contracts.

Financial liabilities are classified, at initial recognition, as at fair value through profit and loss or as those measured at amortised cost.

Subsequent measurement

The subsequent measurement of financial liabilities depends on their classification as follows:

Financial liabilities at fair value through profit and loss

Financial liabilities at fair value through profit and loss include financial liabilities held for trading.

The Company has not designated any financial liabilities upon initial recognition at fair value through profit and loss.

De-recognition of Financial Liabilities

The Company de-recognises financial liabilities when, and only when, the Company''s obligations are discharged, cancelled or they expired.

2.20 Derivative Financial Instruments

The Company holds derivative financial instruments such as foreign exchange forward contracts generally to mitigate the risk of changes in exchange rates on foreign currency

exposures. The counter party for these contracts is generally a bank and these are generally designated as hedges. Any derivative that is either not designated a hedge, or is so designated but is ineffective as per Ind AS 109, is categorized as a financial asset or financial liability, at fair value through profit or loss. Derivatives not designated as hedges are recognized initially at fair value and attributable transaction costs are recognized in net profit in the statement of profit and loss when incurred. Subsequent to initial recognition, these derivatives are measured at fair value through profit or loss. Assets/liabilities in this category are presented as current assets/current liabilities if they are either held for trading or are expected to be realized within 12 months after the balance sheet date The Company measures financial instruments, such as, derivatives at fair value at each balance sheet date.

2.21 Fair value measurement

The Company measures financial instruments, such as, derivatives at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: (i) In the principal market for the asset or liability, or (ii) In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their best economic interest. A fair value measurement of a non-financial asset takes into account a market participant''s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities;

Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable;

Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable for assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. The Company''s management determine the policies and procedures for both recurring fair value measurement, such as derivative instruments and unquoted financial assets measured at fair

value, and for non-recurring measurement, such as assets held for distribution in discontinued operations. At each reporting date, the management analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the Company''s accounting policies. For this analysis, the management verify the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents. For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

2.22 Investment Properties

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.

Though the Company measures investment property using cost based measurement, the fair value of investment property is disclosed in the notes. Fair values are determined based on evaluation every three years performed by an accredited external independent valuer, at every 3 years rest, by applying a valuation model recommended by the International Valuation Standards Committee.

Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition.

2.23 Cash & Cash equivalents and Short Term deposits

Cash and Cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with a maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, as they are considered an integral part of the Company''s cash management.

2.24 Research and Development Costs

Research costs are expensed as incurred. Development expenditure on an individual project are recognized as an Intangible asset when the Company can demonstrate; (i) Technical feasibility of completing the intangible asset so that the asset will be available for use or sale (ii) It''s intention to complete and its ability and intentions to use or sell the asset (iii) How the asset will generate future economic benefits (iv) the availability of resources to complete the asset (v) the ability to measure reliably the expenditure during development.

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete and the asset is available for use. It is amortized

over the period of expected future benefits. Amortization expenses is recognized in the Statement of Profit and Loss. During the period of development, the asset is tested for impairment annually.

2.25 Cash dividend to equity Shareholders:

The Company recognises a liability to make cash or distributions to equity holders when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution

is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

2.26 Recent Pronouncements

Ministry of Corporate Affairs ("MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time-to-time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

(a) (i) Car Loan from a bank/Financial Institotions

Loans against vehicles are for a period of three to five years and repayable by way of equated monthly installment, Interest rate ranges from 9.50% to 0%. Secured against hypothecation of Vehicles.

Out of total outstanding Car loan as on March 31, 2024 of '' 3.34 lakhs (Previous Year: '' 6.29 lakhs), amount due in next twelve months is '' 3.17 lakhs (Previous Year: '' 2.95 lakhs), which is shown as Current maturities of Long Term Debts'' under ''Other Current Liabilities''(See Note No. 21 (1)(ii)).

The balance Car Loan of '' 0.17 lakhs (Previous Year: '' 3.34 lakhs) is shown above as Car loan from Bank/Non-Banking Financial Institution.

(a) (ii) Project Loan from bank

i) Sanctioned Term Loan: '' 700.00 lakhs. Current Outstanding as on March 31, 2024 is '' 347.20 lakhs (Previous Year '' 483.15 lakhs). Repayable in 60 EMI''s commencing from Jun-2021. Rate of interest is 10.25%.

Secured against mortgage of all the fixed assets of the Company, both present and future, situated at Roha.

ii) Sanctioned Term Loan: '' 1,500.00 lakhs. Current

Outstanding as on March 31, 2024 is '' 375.00 lakhs (Previous Year '' 675.00 lakhs). Repayable in 60 EMI''s commencing from July 15, 2020. Rate of interest is 11.00%.

Secured against mortgage of all the fixed assets of the Company, both present and future, situated at Dahej.

iii) Sanctioned Term Loan: '' 1,875.00 lakhs. Current

Outstanding as on March 31, 2024 is '' 1,272.37 lakhs (previous Year '' 1,667.73 lakhs).

Repayable in 60 EMI''s commencing from April 30, 2022. Rate of interest is 11.00%.

Secured against mortgage of land and building of the Company, both present and future, situated at Dahej.

iv) Sanctioned Term Loan: '' 600.00 lakhs. Current Outstanding as on March 31, 2024 is '' 526.70 lakhs (Previous Year '' 621.12 lakhs).

Repayable in 60 EMI''s commencing from April 30, 2022. Rate of interest is 11.00%.

Secured against mortgage of land and building of the Company, both present and future, situated at Dahej.

v) Sanctioned Term Loan: '' 2,625.00 lakhs. Current

Outstanding as on March 31, 2024 is '' 1,823.27 lakhs (Previous Year '' 2,373.31 lakhs). Repayable in 60 EMI''s commencing from May 31, 2022. Rate of interest is 11.00%.

Secured against mortgage of land and building of the Company, both present and future, situated at Roha.

vi) Sanctioned Term Loan: '' 790.00 lakhs. Current

Outstanding as on March 31, 2024 is '' 697.95 lakhs. (Prvious Year '' 398.04 lakhs), Repayable in 60 EMI''s commencing from September 10, 2023. Rate of

interest is 11.00%.

Secured against mortgage of land and building of the Company, both present and future, situated at Roha.

vii) Sanctioned Term Loan: '' 1,330.00 lakhs. Current

Outstanding as on March 31, 2024 is '' 816.14 lakhs (Previous Year '' 1,078.61 lakhs). Repayable in 60 EMI''s commencing from June 09, 2023. Rate of

interest is 11.80%.

Secured against mortgage of land and building of the Company, both present and future, situated at Roha.

viii) Sanctioned Term Loan: '' 475.00 lakhs. Current Outstanding as on March 31, 2024 is '' 449.00 lakhs (Previous Year '' 475.00 lakhs). Repayable in 60 EMI''s commencing from February 24, 2024. Rate of interest is 9.25%.

Secured against mortgage of land and building of the Company, both present and future, situated at Roha.

ix) Sanctioned Term Loan: '' 1,750.00 lakhs. Current

Outstanding as on March 31, 2024 is '' 500.00 lakhs (Previous Year Nil). Repayable in 60 EMI''s commencing from March 31, 2025. Rate of interest is 11.00%. 60 EMI''s are remaining to be paid as on that date.

Secured against mortgage of land and building of the Company, both present and future, situated at Roha.

x) Sanctioned Term Loan: '' 250.00 lakhs. Current

Outstanding as on March 31, 2024 is '' 250.00 lakhs (Previous Year Nil). Repayable in 60 EMI''s commencing from March 31, 2025. Rate of interest is 11.00%. 60 EMI''s are remaining to be paid as on that date.

Secured against mortgage of land and building of the Company, both present and future, situated at Roha.

Out of total outstanding term loan as on March 31, 2024 of '' 7060.97 lakhs (PY: '' 7,778.24 lakhs), amount due in next twelve months is '' 2,248.74 lakhs (PY: '' 1,969.09 lakhs), which is shown as Current maturities of Long Term Debts'' under ''Other Current Liabilities'' (See Note No. 21 (1)(iii)). The balance Term Loan of '' 4,812.24 lakhs (PY: '' 5,809.14 lakhs) is shown in above term loan for Project & other corporate purpose.

The Company has reviewed all its pending litigations & proceedings and has adequately provided for where provisions are required and disclosed the contingent liabilities where applicable. The Company does not expect the outcome of these proceedings to have materially adverse effect.

The Company has received Differential Duty demand of '' 14.33 crores (on Import of crude/un-refined Sulphur during the period 2004-2005 to 2008-2009, provisionally assessed then), at concessional rate of Basic Customs Duty in term of Entry at Sr. No. 60 of Notification No. 21/2002- Cus dated March 01, 2002 which granted concessional rate of basic customs duty on the import of "Crude or unrefined Sulphur” falling under Chapter Sub-heading No. 2503 00 of Customs Tariff). The Company has now filed Appeal before CESTAT being Appeal No. C/89904/2018 - DB dated January 02, 2019 (against the Order dated February 07, 2018 of the Commissioner (Appeals), Mumbai) and deposited an amount of '' 1.43 crores (being the 10% of the alleged demand of differential duty of '' 14.33 crores), as a condition precedent for the Appeal before the CESTAT. The Appeal is pending at CESTAT, Mumbai, and will come up for hearing in course of time. Based on the legal advice the Company is confident to successfully succeed in the appeal.

The Company had imported Rock Phosphate (for the manufacture of Fertilizer viz. Single Superphosphate) and the Bill of Entry for the consignments of Rock Phosphate imported during the period 2005-2006 to 2007-2008, were provisionally assessed and goods were allowed to be cleared with "Nil” Special additional Duty (SAD for short) falling under Chapter heading, Sub-heading or tariff item "31 or any other chapter” of the first Schedule of Customs Tariff. Subsequently, the Department raised an alleged demand of '' 1.21 crores on account of the enhancement of declared value (Invoice value on which duty was assessed provisionally) and denial of "Nil” (SAD) under Notification- 20/2006-Cus dated March 01, 2006 on the alleged ground that the Company had allegedly failed to submit the relevant documents which could prove that the imported Rock Phosphate was used for the manufacturing of "fertilizer”. The Company has now filed Appeal before CESTAT being Appeal No. C/89910/2018 - DB dated January 02, 2019 (against the Order dated February 07, 2018 of the Commissioner (Appeals),Mumbai.)and deposited an amount of '' 12.16 lakhs being the 10% of the alleged demand of '' 1.21 crores. The Appeal is pending at CESTAT, Mumbai and will come up for hearing in course of time. Based on the legal advice the Company is confident to successfully succeed in the appeal.

Note 35: Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a Company meeting the applicability threshold needs to spend at least 2% of its average net profits for the immediately preceding three financial years on Corporate Social Responsibility (CSR) activities. The Company has constituted a Corporate Social Responsibility (CSR) Committee. The Company has specified the projects in education field, promoting preventive healthcare and sanitation. Modalities of utilisation of funds on the specified project and monitoring and reporting mechanism has been defined.

The Company has spent an amount of '' 56.05 lakhs during the 2023-24 (Previous year '' 65.22 lakhs) towards several CSR activities.

Note 37: Risk Management Framework

The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company, through three layers of defence namely policies and procedures, review mechanism and assurance aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations. The Audit committee of the Board with top management oversee the formulation and implementation of the Risk management policies. The risks are identified at business unit level and mitigation plan are identified, deliberated and reviewed at appropriate forums.

A. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- credit risk (see (i));

- liquidity risk (see (ii)); and

- market risk (see (iii)).

i. 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, and arises principally

from the Company''s receivables from customers, loans and investments. The carrying amount of financial assets represents the maximum credit risk exposure.

Trade receivables

The Company has established a credit policy under which each new customer is analysed individually for creditworthiness before the payment and delivery terms and conditions are offered. The Company''s review includes external ratings, if they are available, financial statements, credit agency information, industry information and business intelligence. Sale limits are established for each customer and reviewed annually Any sales exceeding those limits require approval from the appropriate authority as per policy In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or a legal entity, whether they are a institutional, dealers or end-user customer, their geographic location, industry, trade history with the Company and existence of previous financial difficulties.

Expected credit loss for trade receivables:

The Company based on internal assessment which is driven by the historical experience/current facts available in relation to default and delays in collection thereof, the credit risk for trade receivables is considered low. The Company

estimates its allowance for trade receivable using lifetime expected credit loss and accordingly provision is made for the doubtful debts.

Expected credit loss on financial assets other than trade receivables:

With regards to all financial assets with contractual cash flows other than trade receivable, management believes these to be high quality assets with negligible credit risk. The management believes that the parties from which these financial assets are recoverable, have strong capacity to meet the obligations and where the risk of default is negligible and accordingly no provision for excepted credit loss has been provided on these financial assets.

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

The Company''s finance and accounts department is responsible for managing the short term and long term liquidity requirements. Short term liquidity situation is reviewed daily Longer term liquidity position is reviewed on a regular basis by the Board of Directors and appropriate decisions are taken according to the situation.

iii. Market risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates that will affect the Company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Currency risk

The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the functional currency of the Company. The currencies in which the Company is exposed to risk are generally USD and EUR. The Company follows a natural hedge driven currency risk mitigation policy to the extent possible. Any residual risk is evaluated and appropriate risk mitigating steps are taken, including but not limited to, entering into forward contract.

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. Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rate. The borrowings of the Company are principally denominated in rupees of fixed rates of interest. The Company has exposure to interest rate risk, arising principally on changes in base lending rate.

In order to optimize the Company''s position with regard to interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of the fixed rate and floating rate financial instruments in its total portfolio.

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

(iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the year.

(v) 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.

(vi) 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.

(vii) The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

(viii) The Company holds all the title deeds of immovable property in its name.

(ix) The Company is not declared as wilful defaulter by any bank or financial Institution or other lender.

(x) The Company is required to file any quarterly returns/ statements with the bank.

(xi) There155 is no Scheme of Arrangements approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

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

Note 43:

As per the requirements of rule 3(1) of the Companies (Accounts Rules 2014 the Company uses accounting software for maintaining its books of account that have a feature of recording audit trail of each and every transaction creating an edit log of each change made in the books of account alongwith the date when such changes were made within such accounting software. This feature of recording audit trail has operated throughout the year except for certain transactions, changes made through specific access and for direct database changes and no audit trail features were tampered during the year.

Note 44:

Figures in respect of the previous year have been regrouped/ rearranged wherever necessary.

For Rahul Gautam Divan & Associates For and on behalf of the Board of Directors

ICAI Firm registration number: 120294W Chartered Accountants

Rahul Divan L.N. Goculdas B.L. Goculdas S. V. Joshi

Partner Chairman Managing Director & CEO Independent Director

Membership No.: 100733 DIN: 00459347 DIN: 00422783 DIN: 00392020

Place: Mumbai Sunil Kumar Goyal O. C. Mhamunkar

Date: May 23, 2024 Chief Financial Officer Company Secretary

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Mar 31, 2023

2.15 Provisions, Contingent Liabilities and Contingent Assets

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the Statement of Profit and Loss.

Contingent Liabilities

Contingent liability is disclosed for (i) Possible obligations which will be confirmed only by the future events not wholly within the control of the company or (ii) Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.

Contingent Assets

Contingent Assets are only disclosed when it is probable that the economic benefits will flow to the Company.

2.16 Earnings per share

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

2.17 Business Combinations and Goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred (measured at acquisition date at fair value) and the amount of any non-controlling interests in the acquiree. For each business combination, the Company elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree''s identifiable net assets. Acquisition-related costs are expensed as incurred.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Company re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be

recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the Company recognises the gain directly in equity as capital reserve, without routing the same through OCI.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group''s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

2.18 Current and Non current Classification

The Company presents assets and liabilities in the balance sheet based on current/non-current classification.

An asset as current when it is:

• Expected to be realised or intended to be sold or consumed in normal operating cycle;

• Held primarily for the purpose of trading;

• Expected to be realised within twelve months after the reporting period, or

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

• It is expected to be settled in normal operating cycle;

• It is held primarily for the purpose of trading;

• It is due to be settled within twelve months after the reporting period, or

• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and non-current liabilities, as the case may be.

2.19 Financial Instruments

The Company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument.

a) Financial Assets Financial Instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities

(other than financial assets and financial liabilities at fair value through profit and loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. The transaction costs directly attributable to the acquisition of financial assets and financial liabilities at fair value through profit and loss are immediately recognised in the statement of profit and loss.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts future cash receipts or payments through the expected life of the financial instrument, or where appropriate, a shorter period.

Cash and bank balances

Cash and bank balances consist of:

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

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

Financial assets at amortised cost

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

Financial assets measured at fair value

Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business model whose objective is to hold these assets in order to collect contractual cash flows or to sell these financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Investment in Subsidiaries

Investment in Subsidiaries is carried at cost in the financial statements.

Impairment of financial assets

Loss allowance for expected credit losses is recognised for financial assets measured at amortised cost and fair value through other comprehensive income. The Company recognises life time expected credit losses for all trade receivables that do not constitute a financing transaction. For financial assets whose credit risk has not significantly increased since initial recognition, loss allowance equal to twelve months expected credit losses is recognised. Loss allowance equal to the lifetime expected credit losses is recognised if the credit risk on the financial instruments has significantly increased since initial recognition.

De-recognition of financial assets

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

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

b) Financial Liabilities and Equity Instruments Classification as debt or equity

Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity Instruments

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

Financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, during the effective interest rate method where the time value of money is significant. Interest bearing issued debt are initially measured at fair value and are subsequently measured at amortised cost using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in the statement of profit and loss.

Initial recognition and measurement

The Company''s financial liabilities include trade and other payables, loans and borrowings including cash credit accounts and derivative financial instruments like Forward Cover Contracts.

Financial liabilities are classified, at initial recognition, as at fair value through profit and loss or as those measured at amortised cost.

Subsequent measurement

The subsequent measurement of financial liabilities depends on their classification as follows:

Financial liabilities at fair value through profit and loss

Financial liabilities at fair value through profit and loss include financial liabilities held for trading.

The Company has not designated any financial liabilities upon initial recognition at fair value through profit and loss.

De-recognition of Financial Liabilities

The Company de-recognises financial liabilities when, and only when, the company''s obligations are discharged, cancelled or they expired.

2.20 Derivative Financial Instruments

The company holds derivative financial instruments such as foreign exchange forward contracts generally to mitigate the risk of changes in exchange rates on foreign currency exposures. The counter party for these contracts is generally a bank and these are generally designated as hedges. Any derivative that is either not designated a hedge, or is so designated but is ineffective as per Ind AS 109, is categorized as a financial asset or financial liability, at fair value through profit or loss. Derivatives not designated as hedges are recognized initially at fair value and attributable transaction costs are recognized in net profit in the statement of profit and loss when incurred. Subsequent to initial recognition, these derivatives are measured at fair value through profit or loss. Assets/liabilities in this category are presented as current assets/current liabilities if they are either held for trading or are expected to be realized within 12 months after the balance sheet date The Company measures financial instruments, such as, derivatives at fair value at each balance sheet date.

2.21 Fair value measurement

The company measures financial instruments, such as, derivatives at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: • In the principal market for the asset or liability, or • In the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their best economic interest. A fair value measurement of a non-financial asset takes into account a market participant''s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement

is unobservable For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. The Company''s management determine the policies and procedures for both recurring fair value measurement, such as derivative instruments and unquoted financial assets measured at fair value, and for non-recurring measurement, such as assets held for distribution in discontinued operations. At each reporting date, the management analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the Company''s accounting policies. For this analysis, the management verify the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents. For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

2.22 Investment Properties

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.

Though the Company measures investment property using cost based measurement, the fair value of investment property is disclosed in the notes. Fair values are determined based on evaluation every three years performed by an accredited external independent valuer, at every 3 years rest, by applying a valuation model recommended by the International Valuation Standards Committee.

Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition.

2.23 Cash & Cash equivalents and Short Term deposits

Cash and Cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with a maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, as they are considered an integral part of the Company''s cash management.

2.24 Research and Development Costs

Research costs are expensed as incurred. Development expenditure on an individual project are recognized as an Intangible asset when the Company can demonstrate:

(i) Technical feasibility of completing the intangible asset so that the asset will be available for use or sale;

ii) It''s intention to complete and its ability and intentions to use or sell the asset;

(iii) How the asset will generate future economic benefits;

(iv) The availability of resources to complete the asset;

(v) The ability to measure reliably the expenditure during development.

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete and the asset is available for use. It is amortized over the period of

expected future benefits. Amortization expenses is recognized in the Statement of Profit and Loss. During the period of development, the asset is tested for impairment annually.

2.25 Cash dividend to equity Shareholders

The Company recognises a liability to make cash or distributions to equity holders when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

2.26 Dividend on Preference Shares

Dividend paid NIL for the year ended March 31, 2023 (Previous year '' 7.00 lakhs) are accounted for under finance charges.

(a) (i) Car Loan from a bank/Financial Institotions:

Loans against vehicles are for a period of three to five years and repayable by way of equated monthly installment, Interest rate ranges from 9.50% to 0%. Secured against hypothecation of Vehicles.

Out of total outstanding Car loan as on March 31, 2023 of ? 6.29 lakhs (Previous Year: ? 6.22 lakhs), amount due in next twelve months is ? 2.95 lakhs.

(Previous Year: ? 6.22 lakhs), which is shown as ''Current maturities of Long Term Debts'' under ''Other Current Liabilities''(See Note No. 21 (1)(ii)).

The balance Car Loan of ? 3.34 lakhs (Previous Year: ? Nil) is shown above as Car loan from Bank/Non-Banking Financial Institution.

(a) (ii) Project Loan from bank:

i) Sanctioned Term Loan: ? 580.00 lakhs. Current Outstanding as on March 31, 2023 is Nil (Previous year ? 139.66 lakhs). Repayable in 57 EMI''s commencing from July 27, 208. Rate of interest is 10.25%. All the 57 EMI''s have been paid in time, up to March 31, 2023.

Secured against mortgage of all the fixed assets of the Company, both present and future, situated at Roha.

ii) Sanctioned Term Loan: ? 700.00 lakhs. Current Outstanding as on March 31, 2023 is ? 483.15 lakhs (Previous Year ? 605.99 lakhs). Repayable in 60 EMI''s commencing from June 2021. Rate of interest is 10.25%.

Secured against mortgage of all the fixed assets of the Company, both present and future, situated at Roha.

iii) Sanctioned Term Loan: ? 1,500.00 lakhs. Current Outstanding as on March 31, 2023 is ? 675.00 lakhs (Previous Year ? 975.00 lakhs). Repayable in 60 EMI''s commencing from July 15, 2020. Rate of interest is 10.25%.

Secured against mortgage of all the fixed assets of the Company, both present and future, situated at Dahej.

iv) Sanctioned Term Loan: ? 1,875.00 lakhs. Current Outstanding as on March 31, 2023 is ? 1,667.73 lakhs (previous Year ? 1,764.23 lakhs).

Repayable in 60 EMI''s commencing from 30.04.2022. Rate of interest is 9.85%.

Secured against mortgage of land and building of the Company, both present and future, situated at Dahej.

v) Sanctioned Term Loan: ? 600.00 lakhs. Current Outstanding as on March 31, 2023 is ? 621.12 lakhs (Previous Year ? 370.00 lakhs).

Repayable in 60 EMI''s commencing from April 30, 2022. Rate of interest is 9.85%.

Secured against mortgage of land and building of the Company, both present and future, situated at Dahej.

vi) Sanctioned Term Loan: ? 2,625.00 lakhs. Current Outstanding as on March 31, 2023 is ? 2,373.31 lakhs (Previous Year ? 2,113.64 lakhs). Repayable in 60 EMI''s commencing from May 31, 2022. Rate of interest is 9.85%. 60 EMI''s are remaining to be paid as on that date.

Secured against mortgage of land and building of the Company, both present and future, situated at Roha.

vii) Sanctioned Term Loan: ? 790.00 lakhs. Current Outstanding as on March 31, 2023 is ? 398.04 lakhs. (Previous Year Nil), Repayable in 60 EMI''s commencing from September 10, 2023. Rate of interest is 9.85%.

Secured against mortgage of land and building of the Company, both present and future, situated at Roha.

Out of total outstanding term loan as on March 31, 2023 of ? 7,778.24 lakhs (PY: ? 5,968.52 lakhs), amount due in next twelve months is ? 1,969.10 lakhs

(PY: ? 1,231.10 lakhs), which is shown as ''Current maturities of Long Term Debts'' under ''Other Current Liabilities''(See Note No. 21 (1)(iii)). The balance Term Loan of ? 5,809.14 lakhs (PY: ? 4,737.42 lakhs) is shown in above term loan for Project.

(a) (iii) Mortgage Term Loan from Bank:

Sanctioned Term Loan: ? 1,100.00 lakhs. Current Outstanding as on March 31, 2023 is NIL (Pervious year ? 265.24 lakhs). Repayable in 57 EMI''s commencing from July 27, 2018, Rate of interest is 10.25%. All the 57 EMIs have been paid in time, up to March 31, 2023.

Secured against mortgage of all the fixed assets of the Company, both present and future, situated at Roha.

**Interest free Sales Tax Loan from MEDA:

Interest free Sales Tax Loan from MEDA is repayable in 30 equal installment startding from May 2010 and ending May 2023.

Out of total outstanding Interest free Sales Tax Loan as on March 31, 2023 of Nil (PY: ? 3.62 lakhs), amount due

in next twelve months is Nil (Previous year ? 3.62 lakhs which is shown as ''Current maturities of Long Term Debts'' under ''Other Current Liabilities''(See Note No. 21(1)(vi)). All the installment paid in time up to March 31, 2023.

20.1 Payment towards trade is made as per the terms and condition of the contract/purchase order. Average Credit period is 30-90 days.

20.2 Information as required to be furnished under section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) for the year ended March 31, 2023 is given below. The information has been determined to the extent such parties have been identified by the Company on the basis of the information available with the Company and the Auditors have relied on the same.

The Company has reviewed all its pending litigations & proceedings and has adequately provided for where provisions are required and disclosed the contingent liabilities where applicable. The Company does not expect the outcome of these proceedings to materially adverse effect.

The Company has received Differential Duty demand of ? 14.33 Crores (on Import of crude/un-refined Sulphur during the period 2004-2005 to 2008-2009, provisionally assessed then), at concessional rate of Basic Customs Duty in term of Entry at Sr. No. 60 of Notification No. 21/2002- Cus dated March 01, 2002 which granted concessional rate of basic customs duty on the import of "Crude or unrefined Sulphur” falling under Chapter Sub-heading No. 2503 00 of Customs Tariff). The Company has now filed Appeal before CESTAT being Appeal No. C/89904/2018 - DB dated January 02, 2019 (against the Order dated February 07, 2018 of the Commissioner (Appeals), Mumbai) and deposited an amount of ? 1.43 Crores (being the 10% of the alleged demand of differential duty of ? 14.33 Crores), as a condition precedent for the Appeal before the CESTAT. The Appeal is pending at CESTAT, Mumbai, and will come up for hearing in course of time. Based on the legal advice the Company is confident to successfully succeed in the appeal.

The Company had imported Rock Phosphate (for the manufacture of Fertilizer viz. Single Super phosphate) and the Bill of Entry for the consignments of Rock Phosphate imported during the period 2005-2006 to 2007-2008, were provisionally assessed and goods were allowed to be cleared with "Nil” Special additional Duty (SAD for short) falling under Chapter heading, Sub-heading or tariff item "31 or any other chapter” of the first Schedule of Customs Tariff. Subsequently, the Department raised an alleged demand of ? 1.21 Crores on account of the enhancement of declared value (Invoice value on which duty was assessed provisionally) and denial of ''Nil” (SAD) under Notification- 20/2006-Cus dated March 01, 2006 on the alleged ground that the Company had allegedly failed to submit the relevant documents which could prove that the imported Rock Phosphate was used for the manufacturing of "fertilizer”. The Company has now filed Appeal before CESTAT being Appeal No. C/89910/2018 - DB dated January 02, 2019 (against the Order dated February 07, 2018 of the Commissioner (Appeals),Mumbai.)and deposited an amount of ? 12.16 lakhs being the 10% of the alleged demand of ? 1.21 Crores. The Appeal is pending at CESTAT Mumbai and will come up for hearing in course of time. Based on the legal advice the Company is confident to successfully succeed in the appeal.

NOTE 35: There is only one reportable segment i.e chemicals business of the Company.

NOTE 36: CORPORATE SOCIAL RESPONSIBILITY

As per section 135 of the Companies Act, 2013, a Group meeting the applicability threshold needs to spend at least 2% of its average net profits for the immediately preceding three financial years on Corporate Social Responsibility (CSR) activities. The Company has constituted a Corporate Social Responsibility (CSR) Committee. The Company has specified the projects in education field, promoting preventive healthcare and sanitation. Modalities of utilisation of funds on the specified project and monitoring and reporting mechanism has been defined.

The Company have spent an amount of ? 65.22 lakhs (Previous year ? 73.09 lakhs) towards several CSR activities.

NOTE 38: RISK MANAGEMENT FRAMEWORK

The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company, through three layers of defence namely policies and procedures, review mechanism and assurance aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations. The Audit committee of the Board with top management oversee the formulation and implementation of the Risk management policies. The risks are identified at business unit level and mitigation plan are identified, deliberated and reviewed at appropriate forums.

A. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- credit risk (see (i));

- liquidity risk (see (ii)); and

- market risk (see (iii)).

i. 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, and arises principally from the Company''s receivables from customers, loans and investments. The carrying amount of financial assets represents the maximum credit risk exposure.

Trade receivables:

The Company has established a credit policy under which each new customer is analysed individually for creditworthiness before the payment and delivery terms and conditions are offered. The Company''s review includes external ratings, if they are available, financial statements, credit agency information,

industry information and business intelligence. Sale limits are established for each customer and reviewed annually. Any sales exceeding those limits require approval from the appropriate authority as per policy. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or a legal entity, whether they are a institutional, dealers or end-user customer, their geographic location, industry, trade history with the Company and existence of previous financial difficulties.

Expected credit loss for trade receivables:

The Company based on internal assessment which is driven by the historical experience/current facts available in relation to default and delays in collection thereof, the credit risk for trade receivables is considered low. The Company estimates its allowance for trade receivable using lifetime expected credit loss and accordingly provision is made for the doubtful debts.

Expected credit loss on financial assets other than trade receivables:

With regards to all financial assets with contractual cash flows other than trade receivable, management believes these to be high quality assets with negligible credit risk. The management believes that the parties from which these financial assets are recoverable, have strong capacity to meet the obligations and where the risk of default is negligible and accordingly no provision for excepted credit loss has been provided on these financial assets.

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial

liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

The Company''s finance and accounts department is responsible for managing the short term and long term liquidity requirements. Short term liquidity situation is reviewed daily. Longer term liquidity position is reviewed on a regular basis by the Board of Directors and appropriate decisions are taken according to the situation.

iii. Market risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates that will affect the Company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Currency risk

The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the functional currency of the Company. The currencies in which the Company is exposed to risk are generally USD and EUR. The Company follows a natural hedge driven currency risk mitigation policy to the extent possible. Any residual risk is evaluated and appropriate risk mitigating steps are taken, including but not limited to, entering into forward contract.

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. Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rate. The borrowings of the Company are principally denominated in rupees of fixed rates of interest. The Company has exposure to interest rate risk, arising principally on changes in base lending rate.

In order to optimize the company''s position with regard to interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of the fixed rate and floating rate financial instruments in its total portfolio.

(iii) Sensitivity

Profit/loss is not sensitive to higher/lower interest expense from borrowings as the interest rates are fixed.

B. Capital management

For the purpose of Company''s Capital Management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s Capital Management is to maximise the share holder value.

The Company manages its capital structure and make adjustment in light of changes in economic conditions and requirements co venants.

(iii) The company does not have any charges or satisfaction thereof, which is yet to be registered with ROC beyond the statutory period.

(iv) The company have not traded or invested in Crypto currency or Virtual Currency during the year.

(v) 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.

(vi) 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.

(vii) The company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

(viii) The company holds all the title deeds of immovable property in its name.

(ix) The company is not declared as wilful defaulter by any bank or financial Institution or other lender.

(x) The company is required to file any quarterly returns/ statements with the bank.

(xi) There is no Scheme of Arrangements approved by the Competent Authority in terms of sections 230 to 237of the Companies Act, 2013.

(xii) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on Number of Layers) Rules, 2017.

NOTE 44:

Figures in respect of the previous year have been regrouped/

rearranged wherever necessary.

As per our report of even date For and on behalf of the Board of Directors

For Rahul Gautam Divan & Associates

Chartered Accountants

Firm Registration No.: 120294W

Rahul Gautam Divan L. N. Goculdas B. L. Goculdas S. V. Joshi

Partner Chairman Managing Director & CEO Independent Director

Membership No. 100733 DIN: 00459347 DIN: 00422783 DIN: 00392020

D. T. Gokhale O. C. Mhamunkar

Place: Mumbai Executive Director Company Secretary

Date: May 17, 2023 DIN: 06734397

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Mar 31, 2018

1 Corporate Information

The Dharamsi Morarji Chemical Company Limited is a Public Limited Company domiciled in India. Its equity shares are listed on the BSE Limited (BSE). The registered office of the Company is located at 317/321, Prospect Chambers, Dr. D.N. Road, Fort, Mumbai-400001. The Company is engaged in the business of manufacturing and selling of Commodity Chemicals and Speciality Chemicals.

Information on related party relationships of the Company is provided in Note - 43

The financial statements are authorised for issue in accordance with a resolution of the Board of Directors on 28th May, 2018

# The Company has elected to continue with the carrying value of its investment in Borax Morarji (Europe) GmBH, a wholly owned subsidiary, measured as per previous GAAP and used that carrying value on the transition date 1st April 2016 in terms of Para D15(b) (ii) of Ind AS 101.

Note

Inventories of Dahej Unit in the state of Gujarat amounting to Rs. Nil (Previous Year Rs. 575.63 Lakhs) are offered as security by way of hypothecation of Raw Materials, Finished Goods, Working in process, Packing Materials, Stores, Book Debts and Receivable for working capital facitlity provided by Bank in consortium. Working Capital Facility have since been surrendered by the Compnay.

Receivables of Rs. NIL (Previous year Rs. 609.86 Lakhs) pertaining to Dahej unit in the State of Gujarat are hypothecated as security for working capital facility provided by the Consortium Bank. Working capital facility have since been surrendered by the Company.

Before accepting any new customer, the Company has appropriate levels of control procedures which ensure the potential customer’s credit quality.

Generally, the Company supply as per the order received from its customers. The average Credit period on sale is 30-90 days

*Others include Rs. 500.00 lakhs receivable in respect of sale of Land at Ambernath in earlier years by erstwhile Borax Morarji Ltd. The Company is pursuing the matter for obtaining the necessary approval from the Government of Maharashtra , on receipt of which the Conveyance deed will be executed and registered in due course

Terms and Rights attached to Equity Shares

The Company is having only one class of Equity shares having a nominal value of Rs.10/- per share.

Every holder of the equity share of the Company is entitled to one vote per share held

In the event of liquidation of the Company, the equity shareholders will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution to the Equity shareholders will be in proportion of the number of shares held by each shareholder

(a) (i) Working Capital Term Loan

Repayable in 60 EMI’s commencing from 17-02-2014. Rate of interest is 10.5%-12%. 50 EMIs have been paid in time, up to 31st March, 2018 and 10 are remaining to be paid as on that date.

Secured against mortgage of all the fixed assets of the Company, both present and future, situated at Roha and mortgage of office premises of the Company, situated at Mumbai.

Out of total outstanding term loan as on 31st March, 2018 of Rs. 76.34 Lakhs, amount due in next twelve months is Rs. 76.34 Lakhs, which is shown as ‘Current maturities of Long Term Debts’ under ‘Other Current Liabilities’.(See Note No. 21 (1)(i) ). The balance Term Loan of Rs. NIL is shown above as Working Capital Term Loan.

(a) (ii) Car Loan from a bank

Loans against vehicles are for a period of three to five years and repayable by way of equated monthly installment, Interest rate ranges between 9.50 to 10.25%

Secured against hypothecation of vehicles.

Out of total outstanding term loan as on 31st March, 2018 of Rs. 56.48 lakhs, amount due in next twelve months is Rs. 15.73 Lachs, which is shown as ‘ Current maturities of Long Term Debts’ under ‘Other Current Liabilities’(See Note No. 21 (1)(ii) ) . The balance Term Loan of Rs. 40.75 Lakhs is shown above as Car loan from a bank.

(a) (iii) Project Loan from bank

Repayable in 36 EMI’s commencing from 27.07.2015. Rate of interest is 10.25% to 12%. 21 EMIs have been paid in time, up to 31st March, 2018 and 3 are remaining to be paid as on that date.

Secured against mortgage of all the fixed assets of the Company, both present and future, situated at Roha and mortgage of office premises of the Company, situated at Mumbai.

Out of total outstanding term loan as on 31st March, 2018 of Rs. 13.03 Lakhs, amount due in next twelve months is Rs.13.03 Lakhs, which is shown as ‘ Current maturities of Long Term Debts’ under ‘Other Current Liabilities’(See Note No. 21 (1)(iii) ) . The balance Term Loan of Rs. Nil is shown above as Project Loan.

(a) (iv) Property Loan from bank

Property loan RS. 158.82 lacs taken on 21.03.2016 from a Bank. Repayable in 36 EMI’s commencing from 21.04.2016. Rate of interest is 10.25%-12%. 24 EMIs have been paid in time, up to 31st March, 2018 and 12 are remaining to be paid as on that date.

Out of total outstanding property loan as on 31 st March 2018 of Rs. 57.23 lakhs, amount due in next twelve months is Rs.57.23 Lakhs, which is shown as ‘ Current maturities of Long Term Debts’ under ‘Other Current Liabilities’(See Note No.21 (1)(iv) ) The balance Term Loan of Rs. NIL is shown as Property Loan as above. Property loan is secured by way equitable mortgage of office premises of the Company situated at Mumbai.

(a) (v) Mortgage Term Loan from Bank:

Repayable in 60 EMI’s will commence from 27.04.2018. Rate of interest is 10.25%,

Secured against mortgage of all the fixed assets of the Company, both present and future, situated at Roha and mortgage of office premises of the Company, situated at Mumbai.

Out of total outstanding mortgage loan as on 31 st March 2018 of Rs. 1100.00 lakhs, amount due in next twelve months is Rs. 177.52 Lakhs, which is shown as ‘ Current maturities of Long Term Debts’ under ‘Other Current Liabilities’(See Note No.21 (1)(v) ) The balance Term Loan of Rs. 922.48 Lakhs is shown as Mortgage Term Loan from Bank as above.

**Interest free Sales Tax Loan from MEDA

Interest free Sales Tax Loan from MEDA is repayable in 30 equal installment startding from May 2010 and ending May 2023

Out of total outstanding Interest free Sales Tax Loan as on 31 st March 2018 of Rs.110.67 lakhs, amount due in next twelve months is Rs.51.37 Lakhs, which is shown as ‘ Current maturities of Long Term Debts’ under ‘Other Current Liabilities’(See Note No. 21 (1)(vi) ) The balance Term Loan of Rs.59.30 Lakhs is shown as Interest free Sales Tax Loan as above.

***Non- Convertible Preference Shares

Long Term Borrowing includes 280000, 2.5% Cumulative redeemable non-convertible Preference Shares of Rs.100/-each aggregating to Rs.280 lakhs which has been classified as Financial Liabilities as per requirements of Ind As 32 “Financial instrument presentation”. These Preference Shares were repayable in 16 equal yearly installment of Rs.17.50 lakhs each commencing from 1st April 2012. However, Company had approach and requested the Preference share holder for further extension of time for the redemption of the said Preference Shares. Preference share holder has agreed for further extension of time for the repayment of the said Preference shares any time upto 31st March 2022.

The Company has Authorised to issue 20,00,000 Cumulative redeemable Preference shares of Rs.100/- each (payable at par) out of which the Company has issued 2,80,000, 2.5% Cumulative redeemable non-convertible Preference Shares of Rs.100/- each fully paid up.

The Dividend as and when declared by the Company shall paid to the shareholder on the record date, which Board may fix from time to time. If in any year, the company has not declared any dividend on the Preference shares, the right to the dividend shall accumulated and the accumulated dividend will be paid out of the profits, if any, of the subsequent financial years including carry forward profit if any of the previous years before any dividend is paid to Equity Share holders.

Consequent to change in classification of 2.5% , Redeemable, cumulative, non-convertible preference shares, liability pertaining to undeclared and unpaid dividend and Dividend Distribution Tax thereon since up to the transition date i.e. up to 01.04.2016 amounting to Rs. 67.73 Lakhs has been reduced from Retained Earnings and included under Other Current Liabilities. Dividend and Dividend Distribution Tax thereon for the year ended 31st March 2018 and 31st March 2017 are accounted for under finance charges.

2.1 Payment towards trade is made as per the terms and condition of the contract/purchase order. Average Credit period is 30-90 days

2.2 (*) There are no Micro, Small and Medium Enterprises, to whom the Company owes dues at the Balance Sheet date, computed on unit wise basis. Further, the Company has not paid any interest to any Micro, Small and Medium Enterprises during the year ended on the Balance Sheet date, nor is any interest payable to any Micro, Small and Medium Enterprises(MSME) on the Balance sheet date. The information on MSME has been determinded to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

3 In view of the “Unabsorbed Depreciation” & “Unabsorbed Business Losses” accruing from the past years, there is no normal tax payable in the year ended 31st March, 2018 and for the year ended 31st March, 2017. In view of book profit in the current year in terms of Section 115JB of the Income Tax Act, 1961, provision has been made for Rs.348.92 Lakhs towards Minimum Alternate Tax(MAT) during the year ended 31.03.2018(Previous year Rs. 443.94 Lakhs)

4 There is only one reportable segment i.e chemicals business of the Company.

5 Corporate Social Responsibility

As per section 135 of the Companies Act, 2013, a Company meeting the applicability threshold needs to spend at least 2% of its average net profits for the immediately preceding three financial years on Corporate Social Responsibility (CSR) activities. Due to the average net profit of the Company is being negative, Company is not required to spend any amounts towards Corporate Social Responsibility activities during the year.

6 First Time Adoption of Ind AS:

These are the Company’s first financial statements prepared in accordance with Ind AS.

The significant accounting policies set out in note 1(2) have been applied in preparing the financial statements for the year ended 31st March, 2018, the comparative information presented in these financial statements for the year ended 31st March, 2017, and in the preparation of an opening Ind AS balance sheet at 1st April, 2016 (the Company’s date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies ( Accounting Standards) Rules, 2006 (as amended) and the other relevant provisions of the Act (previous GAAP or Indian GAAP).

Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions applied in the transition from previous GAAP to Ind AS Business Combinations

The Company has elected to apply Ind AS 103 prospectively to business combinations occuring after its transition date. Business Combinations occuring prior to the transition date have not been restated.

The Company has elected not to apply Ind AS 21 retropectively to fair value adjustment and goodwill arising in business combination that occurred prior to the transition date.

Deemed Cost

The Company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value as its deemed cost as their fair value on the date of transition i.e. 01.04.2016.

Investments in Subsidiary:

The Company has elected to measure its investment in subsidiary at their previous GAAP carrying value as its cost.

An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and notes.

Designation of previously recognized financial instruments:

The Company has opted to to designate certain equity investment (other than equity investments in Subsidiary Company) as FVTOCI on the date of transition.

Explanations for reconciliation of Balance Sheet as previously reported under IGAAP to IND AS.

A Valuation of Investments at fair Value through Other Comprehensive Income and to be reclassified to the Statement of Profit and Loss subsequently.

B Recognition of of certain financial assets like deposits, initially at Fair Value and subsequently at Amortized Cost and resultant winding/unwinding of interest element as per Ind AS-109

C Reclassification of Preference shares principal amount as Debt.

D Resultant effect of all changes effected in Retained Earnings on the transition to and implementation of Ind AS with effect from the date of transition i.e. 01.04.2016

E Reclassification of Preference shares principal amount as Debt and fair value of MEDA Loan at amortized cost

F Recognition of of certain financial liabilities like loans, deposits etc initially at Fair Value and subsequently at Amortized Cost and resultant winding/unwinding of interest element as per Ind AS-109

G Increase in Finance cost liability on account of provision for Preference shares dividend and tax payable thereon.

6.1 Impact of Ind AS adoption on the statement of cash flow for the year ended 31st March, 2018

The transition from previous GAAP to Ind AS has not affected the cash flows of the Company.

7 Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company, through three layers of defense namely policies and procedures, review mechanism and assurance aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations. The Audit committee of the Board with top management oversee the formulation and implementation of the Risk management policies. The risks are identified at business unit level and mitigation plan are identified, deliberated and reviewed at appropriate forums.

A Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- credit risk (see (i));

- liquidity risk (see (ii)); and

- market risk (see (iii)).

i. 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, and arises principally from the Company’s receivables from customers, loans and investments. The carrying amount of financial assets represents the maximum credit risk exposure.

Trade receivables

The Company has established a credit policy under which each new customer is analysed individually for creditworthiness before the payment and delivery terms and conditions are offered. The Company’s review includes external ratings, if they are available, financial statements, credit agency information, industry information and business intelligence. Sale limits are established for each customer and reviewed annually. Any sales exceeding those limits require approval from the appropriate authority as per policy. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or a legal entity, whether they are a institutional, dealers or end-user customer, their geographic location, industry, trade history with the Company and existence of previous financial difficulties.

Expected credit loss for trade receivables:

The Company based on internal assessment which is driven by the historical experience/ current facts available in relation to default and delays in collection thereof, the credit risk for trade receivables is considered low. The Company estimates its allowance for trade receivable using lifetime expected credit loss and accordingly provision is made for the doubtful debts.

Expected credit loss on financial assets other than trade receivables:

With regards to all financial assets with contractual cash flows other than trade receivable, management believes these to be high quality assets with negligible credit risk. The management believes that the parties from which these financial assets are recoverable, have strong capacity to meet the obligations and where the risk of default is negligible and accordingly no provision for excepted credit loss has been provided on these financial assets.

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company’s finance and accounts department is responsible for managing the short term and long term liquidity requirements. Short term liquidity situation is reviewed daily. Longer term liquidity position is reviewed on a regular basis by the Board of Directors and appropriate decisions are taken according to the situation.

iii. Market risk

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

Currency risk

The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the functional currency of the Company. The currencies in which the Company is exposed to risk are generally uSD and EuR. The Company follows a natural hedge driven currency risk mitigation policy to the extent possible. Any residual risk is evaluated and appropriate risk mitigating steps are taken, including but not limited to, entering into forward contract.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the USD and EUR against all other currencies at 31 March would have affected the measurement of financial exposure denominated in a foreign currency and affected equity and profit or loss by the amounts shown below.

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 is exposed to interest rate risk because funds are borrowed at both fixed and floating interest rates. Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rate. The borrowings of the Company are principally denominated in rupees of fixed rates of interest. The Company has exposure to interest rate risk, arising principally on changes in base lending rate.

B Capital management

For the purpose of Company’s Capital Management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s Capital Management is to maximise the share holder value.

The Company manages its capital structure and make adjustment in light of changes in economic conditions and requirements covenants.

8 Segment Reporting :-

a) Primary Business Segment :

The Company is engaged in manufacture of Chemicals. As the Company is engaged only in one business segment.

9 Employee Benefits :

The Company has made provision for following benefit plans as per Accounting Standard 15 (Revised 2005) “ Employee Benefits”. Defined Benefit Plans / Long Term Compensated Absences: As per Actuarial Valuation as on 31.03.2018, the required data is as follows:

10 Figures in respect of the previous year have been regrouped / rearranged wherever necessary.

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Mar 31, 2016

Terms/Rights attached to Equity Shares:

The Company is having only one class of Equity shares having a nominal value of Rs.10/- per share.

Every holder of the equity share of the Company is entitled to one vote per share held

In the event of liquidation of the Company, the equity shareholders will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution to the Equity shareholders will be in proportion of the number of shares held by each shareholder

Terms/Rights attached to Preference Shares:

(i) (i) 600000, 8% Redeemable Cumulative non - convertible Preference Shares of Rs.100/- each aggregating to Rs.600 Lacs were to be redeemed in 5 Equal yearly installment of Rs.120 Lacs each commencing from Financial Year 2008-09. But due to the Accumulated Losses of the Company, the Company was not in a position to redeem the said Preference Shares during the said Financial Years from 2008-2009 to 20122013. Therefore, the Company had approached and requested the Preference Share-holders for further extension of time for the redemption of the said Preference Shares. The Preference Share-holders have agreed for further extension of time for the redemption of the said Preference shares any time up to 31st March, 2018.

The cumulative dividend on these Preference Shares aggregating to Rs.624 Lacs (Previous year Rs.576 Lacs) is to be paid as and when declared by the Company.

(ii) 280000, 2.5% Redeemable Cumulative non - convertible Preference Shares of Rs.100/- each aggregating to Rs.280 Lacs are redeemable in 16 Equal yearly installment of Rs.17.50 Lacs each commencing from 1st April 2012. However, the Company has not redeemed the preference shares as per the redemption schedule due to the Accumulated Losses of the Company. Therefore, the Company had approached and requested the Preference Share-holder for further extension of time for the redemption of the said Preference Shares. The Preference Shareholder has agreed for further extension of time for the redemption of the said Preference shares any time up to 31st March, 2022.

The cumulative dividend on these Preference Shares aggregating to Rs. 57.81 Lacs (Previous year Rs. 50.81 Lacs) is to be paid as and when declared by the Company.

The holders of all Preference shares do not have any voting rights.

The holders of all Preference shares have a first right of cumulative dividend as compared to the shareholders of Equity shares in case the Company declares any dividend.

In the event of liquidation of the Company, all preference shareholders will have a priority over the Equity shareholders to receive remaining assets of the Company, after distribution of all other preferential amounts. The distribution to the Preference shareholders will be in proportion of the number of shares held by each shareholder

(a) (i) Working Capital Term Loan

Repayable in 60 EMI''s commencing from 17-02-2014. Rate of interest is 12%. 26 EMIs have been paid in time, up to 31st March, 2016 and 34 are remaining to be paid as on that date.

Secured against mortgage of all the fixed assets of the Company, both present and future, situated at Roha and mortgage of office premises of the Company, situated at Mumbai.

Out of total outstanding term loan as on 31st March, 2016 of Rs.259.35 Lacs, amount due in next twelve months is Rs.85.16 Lacs, which is shown as ‘ Current maturities of Long Term Debts'' under ‘Other Current Liabilities''.(See Note No. IV(b)(ii). The balance Term Loan of Rs.174.19 Lacs is shown above as Working Capital Term Loan.

(ii) Car Loan from a bank

Repayable in 60 EMI''s commencing from 21-02-2015. Rate of interest is 10.50%. 14 EMIs have been paid in time, up to 31st March, 2016 and 46 are remaining to be paid as on that date.

Secured against hypothecation of vehicles.

Out of total outstanding term loan as on 31st March, 2016 of Rs.32.75 Lacs, amount due in next twelve months is Rs.6.20 Lacs, which is shown as ‘ Current maturities of Long Term Debts'' under ‘Other Current Liabilities''(See Note No. IV(b)(iii) . The balance Term Loan of Rs.26.55 Lacs is shown above as Car loan from a bank.

(iii) Project Loan from bank

Repayable in 36 EMI''s commencing from 27.07.2015. Rate of interest is 12%.9 EMIs have been paid in time, up to 31st March, 2016 and 27 are remaining to be paid as on that date.

Secured against mortgage of all the fixed assets of the Company, both present and future, situated at Roha and mortgage of office premises of the Company, situated at Mumbai.

Out of total outstanding term loan as on 31st March, 2016 of Rs.229.78 Lacs, amount due in next twelve months is Rs.127.91 Lacs, which is shown as ‘ Current maturities of Long Term Debts'' under ‘Other Current Liabilities''(See Note No. IV(b)(iv) . The balance Term Loan of Rs.101.87 Lacs is shown above as Project Loan.

(iv) Property Loan from bank

Property loan RS. 158.82 lacs taken on 21.03.2016 from a Bank. Repayable in 36 EMI''s commencing from 21.04.2016. Rate of interest is 12%.

Amount due in next twelve months is Rs.47.25 Lacs, which is shown as ‘ Current maturities of Long Term Debts'' under ‘Other Current Liabilities''(See Note No.IV(b)(v). The balance Term Loan of Rs.111.57 Lacs is shown as Property Loan. as obove.

(*) There are no Micro, Small and Medium Enterprises, to whom the Company owes dues at the Balance Sheet date, computed on unit wise basis. Further, the Company has not paid any interest to any Micro, Small and Medium Enterprises during the year ended on the Balance Sheet date, nor is any interest payable to any Micro, Small and Medium Enterprises on the Balance sheet date.

The above information has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

The Company''s export business over the last three years has been steadily growing. This has been possible due to appropriate marketing efforts coupled with quality consciousness on the part of the Company. The focused R & D activity to identify and develop relevant products meeting high quality standards has always remained vital to the Company''s business, and efforts are undertaken to spread this message across the customer base both abroad as well as domestic. The Company is confident of improving the current growth rate substantially in overseas business in addition to consolidating the domestic market both in Specialty and Bulk chemicals. In the near term, the company expects to achieve this objective by making use of the available unutilized capacity as well as building up additional capacity. The marketing team is also being strengthened. Consequently, there is virtual certainty of realization of “Deferred Tax asset” mainly resulting from unabsorbed depreciation and carried forward losses. Accordingly, the recognized “Deferred Tax Asset” of Rs. 2654.15 Lacs as at 31.03.2009, without any addition, is being carried forward.

1 Figures in respect of the previous year have been regrouped / rearranged wherever necessary

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Mar 31, 2015

1. In view of the "Unabsorbed Depreciation" & "Unabsorbed Business Losses" accruing from the past years, there is no taxable income during the year ended 31st March, 2015 and for the year ended 31st March, 2014. Accordingly, No provision has been made in respect of current income tax.

2. During the year, the manufacturing of Fertilizsers at Khemli Factory of the Company remained closed for the entire year and hence the fertilizer segment will no longer be a primary business of the Company. There is only one reportable segment i.e chemicals business of the Company.

3. Since the manufacturing operations of Fertilizsers at Khemli Factory of the Company have been closed, the services of all employees of that factory have been separated. The Company has provided for the compensation and other retirement benefits to those employees amounting to Rs. 142.60 Lacs which have been considered as an Exceptional item.

4. Segment Reporting :

The Company is operating in one reportable primary business segment i.e. Chemicals. Secondary segment information in relation to domestic markets and foreign markets is disclosed to the extent possible taking into account the nature of products, the different risks and returns, the organisation structure and the internal reporting system.

5. Figures in respect of the previous year have been regrouped / rearranged wherever necessary

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Mar 31, 2014

1 Contingent Liabilities not provided for:

Rs. in Lacs

As at 31st March, 2014 As at 31st March, 2013

(i) Outstanding claims in respect of Excise Duty, Sales-Tax, etc. 110.14 44.55

(ii) Guarantees given by the Company''s Bankers 36.46 36.46

(iii) Arrears of Cumulative Preference Dividend 571.81 516.81

(iv) Claims against Company not acknowledged as debts 55.76 55.76

(v) Estimated Amount of Contracts remaining to be executed on Capital Account & not provided for (Net of Advances) 10.36 7.25

2 Wages, Salaries and Bonus include provision made as per actuarial valuation in respect of accumulated leave salary encashable on retirement in accordance with Accounting Standard 15 notified pursuant to the Companies (Accounting Standards) Rules, 2006 . Contribution to Provident and other funds includes Company''s contribution to Provident Fund, Family Pension Fund, Gratuity Fund (based on actuarial valuation) and Superannuation Fund.

3 In view of the "Unabsorbed Depreciation" & "Unabsorbed Business Losses" accruing from the past years, there is no taxable income during the year ended 31st March, 2014 and for the year ended 31st March, 2013. Accordingly, No provision has been made in respect of current income tax.

4 The Company had obtained the requisite approval of the shareholders under section 293(1)(a) of the Companies Act, 1956 for sale / transfer / disposal of its Land, Factory Buildings and Plant & machinery at its Ambernath factory. (Written Down Value of the fixed assets of the Company at its Ambarnath factory as on 31-03-2014 is Nil (previous year is Rs. 736.87 Lacs). Therefore, while reporting "Segment Results", in Note No. (6) to the accounts, depreciation of Ambarnath factory has been shown separetly . Also Profit on sale of Fixed Assets of Ambarnath factory and Written Down Value of Assets scrapped of Ambarnath Factory along with Current Assets and Current Liabilities relating to the Ambarnath factory of the Company has been excluded for segment-wise reporting of "Capital Employed".

5 Segment Reporting :

The Company has disclosed Business Segments as its primary segments. Reporting segments have been identified as Fertilisers, Chemical and others/unallocated, taking into account the nature of products, the different risks and returns, the organisation structure and the internal reporting system.

Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the segments as also the amounts allocated on a reasonable basis to the respective segments. The expenses, which are not directly related to the business segments, are shown as unallocated costs. Corporate current assets and liabilities have been allocated on the basis of turnover of the segments. Assets and Liabilities that can not be allocated between the segments are shown as a part of unallocated assets & liabilities. Inter Segment Transfers are at cost of production.

6 The Company has prepared the financial statements for the year ended 31.03.2014 on a "Going Conern Basis" since the Company is confident that its profitablity will improve in future in view of the following:

The Company''s export business over the last three years has been growing at an impressive rate of 50%. This has been possible due to appropriate marketing efforts coupled with quality consciousness on the part of the company. The focused R & D activity to identify and develop relevant products meeting high quality standards has always remained vital to the company''s business, and efforts are undertaken to spread this message across the customer base both abroad as well as domestic. The company is confident of improving the current growth rate substantially in overseas business in addition to consolidating the domestic market both in Speciality and Bulk chemicals. In the near term, the company expects to achieve this objective by making use of the available unutilized capacity as well as building up additional capacity. The marketing team is also being strengthened.

7 The Company has elected to present Profit/(Loss) before Finance Costs, Depreciation and Tax i.e.(EBITDA) as a separate line item on the fface of the statement of the profit and loss.

8 Figures in respect of the previous year have been regrouped wherever necessary.

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Mar 31, 2013

1 Contingent Liabilities not provided for:

Rs. in Lacs As at As at 31st March, 2013 31st March, 2012

(i) Outstanding claims in respect of Excise Duty, Sales-Tax, etc. 44.55 44.55

(ii) Guarantees given by the Company''s Bankers / 36.46 51.46

(iii) Arrears of Cumulative Preference Dividend 516.81 461.81

(iv) Claims against Company not acknowledged as debts 55.76 55.76

(v) Estimated Amount of Contracts remaining to be executed on Capital Account & not 7.25 54.00 provided for (Net of Advances)

2 Wages, Salaries and Bonus include provision made as per actuarial valuation in respect of accumulated leave salary encashable on retirement in accordance with Accounting Standard 15 notified pursuant to the Companies (Accounting Standards) Rules, 2006 . Contribution to Provident and other funds includes Company''s contribution to Provident Fund, Family Pension Fund, Gratuity Fund (based on actuarial valuation) and Superannuation Fund.

3 In view of the "Unabsorbed Depredation" & "Unabsorbed Business Losses" accruing from the past years, there is no taxable income during the year ended 31st March, 2013 and for the year ended 31st March, 2012. Accordingly, No provision has been made in respect of current income tax.

4 The Company had obtained the requisite approval of the shareholders under section 293( 1 )(a) of the Companies Act, 1956 for sale / transfer / disposal of its Land, Factory Buildings and Plant & machinery at its Ambemath factory. (Written Down Value of the fixed assets of the Company at its Ambamath factory as on 31-03-2013 is Rs. 736.87 Lacs). Therefore, while reporting "Segment Results", in Note No. (6) to the accounts, depreciation of Ambamath factory has been shown separetly . Also Profit on sale of Fixed Assets of Ambamath factory and Written Down Value of Assets scrapped of Ambamath Factory along with Current Assets and Current Liabilities relating to the Ambamath factory of the Company has been excluded for segment-wise reporting of "Capital Employed". ~

5 Segment Reporting:

The Company has disclosed Business Segments as its primary segments. Reporting segments have been identified as Fertilisers, Chemical and others/unallocated, taking into account the nature of products, the different risks and returns, the organisation structure and the internal reporting system.

Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the segments as aiso the amounts allocated on a reasonable basis to the respective segments. The expenses, which are not directly related to the business segments, are shown as unallocated costs. Corporate current assets and liabilities have been allocated on the basis of turnover of the segments. Assets and Liabilities that can not be allocated between the segments are shown as a part of unallocated assets & liabilities. Inter Segment Transfers are at cost of production.

Related party relationships are as identified by the Company and relied upon by the Auditors. Figures in brackets pertain to Previous Year

6 The Company has prepared the financial statements for the year ended 31.03.2013 on a "Going Concern Basis" since the Company is confident that its profitablity will improve in future in view of the following:

The Company''s export business over the last three years has been growing at an impressive rate of 55%. This has been possible due to appropriate marketing efforts coupled with quality consciousness on the part of the company. The focused R&D activity to identify and develop relevant product meeting high quality standards has always remained vital to the company''s business and efforts are undertaken to spread this message across the customer base both abroad as well as domestic. The company is confident of improving the current growth rate substantially in overseas business in addition to consolidating the domestic market both in Speciality and Bulk chemicals. In the near term, the company expects to achieve this objective by making use of the available unutilized capacity as well as building up additional capacity. The marketing team is also being strengthened.

7 Employee Benefits:

The Company has made provision for following benefit plans as per Accounting Standard 15 (Revised 2005)" Employee Benefits". Defined Benefit Plans / Long Term Compensated Absences: As per Actuarial Valuation as on 31.03.2013, the required data is as follows:

8 The Company has elected to present Profit/(Loss) before Finance Costs, Depreciation and Tax i.e.(EBITDA) as a separate line item on the face of the statement of the profit and loss.

9 Figures in respect of the previous year have been regrouped wherever necessary

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Mar 31, 2012

NOTE: I SHARE CAPITAL

Terms/Rights attached to Equity Shares:

The Company is having only one class of Equity shares having a nominal value of Rs. 10/- per share.

Every holder of the equity share of the Company is entitled to one vote per share held.

In the event of liquidation of the Company, the equity shareholders will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution to the Equity shareholders will be in proportion of the number of shares held by each shareholder.

Terms/Rights attached to Preference Shares:

(i) 600000, 8% Redeemable Cumulative non- convertible Preference Shares of Rs. 100/- each aggregating to Rs. 600 Lacs were to be redeemed in 5 Equal instalments of Rs. 120 Lacs each commencing from 2008-09 to 2012-13. However, the Company has not redeemed these preference shares as per this redemption schedule in view of the carried forward losses.

The cumulative dividend on these Preference Shares aggregating to Rs. 432 Lacs (Previous year Rs. 384 Lacs) is to be paid as and when declared by the Company.

(ii) 280000, 2.5% Redeemable Cumulative non convertible Preference Shares of Rs. 100/- each aggregating to Rs. 600 Lacs are redeemable in 16 Equal quarterly instalments of Rs. 17.50 Lacs each commencing from 1st April, 2012.

The cumulative dividend on these Preference Shares aggregating to Rs. 29.81 Lacs (Previous year Rs. 22.81 Lacs) is to be paid as and when declared by the Company.

The holders of all Preference shares do not have any voting rights.

The holders of all Preference shares have a first right of cumulative dividend as compared to the shareholders of Equity shares in case the Company declares any dividend.

In the event of liquidation of the Company, all preference shareholders will have a priority over the Equity shareholders to receive remaining assets of the Company, after distribution of all other preferential amounts. The distribution to the Preference shareholders will be in proportion of the number of shares held by each shareholder.

V - (a) FIXED ASSETS - TANGIBLE

NOTE: V(d) AND V(e)

(*) The Company has made a provision for Doubtful Debts and Advances aggregating to Rs. 1998.22 lacs upto the period ended 31.03.2012 (Previous Year 1898.22 lacs). In the opinion of the Management of the Company, this provision is adequate to cover the Doubtful Debts & Advances as on 31.03.2012, including those in respect of dues from GFC, Syria stated below (to the extent considered doubtful).

A contract was entered into in 1993 between the Company and General Fertiliser Co., (GFC) Horns, Syria for revamping of two streams of Sulphuric Acid Plant of GFC by the Company. The value of the contract was USD 12.8 million plus Syrian Pounds 72 million, equivalent to Rs. 44.24 crores, considering the exchange rates prevailing in 1993. The Company has completed this project and has also given the required performance test runs on the two streams of the Sulphuric Acid plant. The Company has also received all payments from GFC, Syria except payment of certain invoices aggregating to USD 1.37 million (included in "Sundry Debtors") equivalent to Rs. 620.56 lacs as on 31.03.2012. The Company has also made claims from GFC, Syria towards interest on delayed payments, bank charges for extension of the validity period of the Letter of Credit/bank Guarantees and other overheads.

The Company has not taken any credit for these claims in the books of account. As provided in the contract, the case was referred to the Arbitration Tribunal at Damascus, Syria. The Arbitration Tribunal has given its award, according to which GFC, Syria was required to make payment to the Company of the aforesaid unpaid dues aggregating to USD 1.37 million.

Further, the Arbitration Tribunal has accepted certain claims made by the Company as also by GFC, Syria. The Company as well as GFC, Syria have filed their respective appeals against the Arbitration award with the State Council at Damascus, Syria. The Company as well as GFC, Syria have made certain claims on each other, in their respective appeals as filed with the State Council. The State Council constituted a seven member Expert Committee in October 2002 to examine these claims and give its recommendations. The Report of this Expert Committee, containing its recommendations has been submitted to the State Council. The comments received from GFC, Syria and the Company (in response to the recommendations of the Expert Committee) have been forwarded by the State Council to the Expert Committee. Based on these comments, the Expert Committee has submitted its Report to the State Council recommending payment to the Company of the aforesaid invoices aggregating to USD 1.37 million (equivalent to Rs. 620.56 lacs) and certain other claims of the Company.

On this basis, the Supreme Administrative Court of Syria has given its judgement according to which a net amount of about USD 0.90 Million (equivalent to Rs. 456.48 lacs) is payable by GFC to the Company as on 31.03.2012. The shortfall in receivable between the amount included in "Sundry Debtors" as on 31.03.2012 (i.e. Rs. 620.56 lacs) and the net amount payable to the Company as on 31.03.2012 as per the judgement given by Supreme Administrative Court of Syria (i.e. Rs. 456.48 lacs), has already been provided in earlier Financial Year.

The Company has made a provision for Doubtful Debts and Advances aggregating to Rs. 1998.22 lacs upto the period ended 31.03.2012 (Previous Year 1898.22 lacs), in the opinion of the Management of the Company, this provision is adequate to cover the Doubtful Debts & Advances as on 31.03.2012, including those in respect of dues from GFC, Syria (to the extent considered doubtful).

The Debtors as on 31.03.2012 are subject to confirmations from customers.

1. Contingent Liabilities not provided for:

As at As at 31st March, 2012 31st March, 2011

(i) Outstanding claims in respect of Excise Duty, Sales Tax, etc. 44.55 46.40

(ii) Guarantees given by the Company's Bankers 51.46 51.46

(iii) Arrears of Cumulative Preference Dividend 461.81 406.81

(iv) Claims against Company not acknowledged as debts 55.76 55.76

(v) Estimated Amount of Contracts remaining to be executed on Capital Account & 54.00 - not provided for (Net of Advances)

2. Wages, Salaries and Bonus include provision made as per actuarial valuation in respect of accumulated leave salary encashable on retirement in accordance with Accounting Standard 15 notified pursuant to the Companies (Accounting Standards) Rules, 2006. Contribution to Provident and other funds includes Company's contribution to Provident Fund, Family Pension Fund, Gratuity Fund (based on actuarial valuation) and Superannuation Fund.

3. The cost to the Company arising out of the conversion of Lenders' Sacrifice (by way of the reduction in the interest rates) was being amortised equally over the period of repayment of term loans to the Lenders, upto 30th June 2010. In view of the completion of the negotiated settlements with the Lenders during the period ended 31/03/2011, the entire unamortised amount of Lenders' Sacrifice amounting to Rs. 70.97 lacs as on 30/06/2010 has been amortised during the period ended 31/03/2011 (i.e. 1st July, 2010 to 31st March, 2011).

4. No provision has been made in respect of current income tax since there is no taxable income during the year ended 31st March 2012 and for the period ended 31st March, 2011.

5. The Company has obtained the requisite approval of the shareholders under section 293(1)(a) of the Companies Act, 1956 for sale/transfer/ disposal of its Land, Factory Buildings and Plant & machinery at its Ambernath factory. (Written Down Value of the fixed assets of the Company at its Ambarnath factory as on 31-03-2012 is Rs. 1739.73 Lacs). Therefore, while reporting "Segment Results", in Note No. (18) to the accounts, depreciation of Ambarnath factory has been shown separately and remaining loss of Ambarnath factory has been included in "Others/Unallocated Expenditure". Also, Fixed Assets, Current Assets and Current Liabilities relating to the Ambarnath factory of the Company has been excluded for segment-wise reporting of "Capital Employed".

6. Segment Reporting:

The Company has disclosed Business Segments as its primary segments. Reporting segments have been identified as Fertilisers, Chemical and Others/Unallocated, taking into account the nature of products, the different risks and returns, the organisation structure and the internal reporting system.

Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the segments as also the amounts allocated on a reasonable basis to the respective segments. The expenses, which are not directly related to the business segments, are shown as unallocated costs. Corporate current assets and liabilities have been allocated on the basis of turnover of the segments. Assets and Liabilities that cannot be allocated between the segments are shown as a part of unallocated assets & liabilities. Inter Segment Transfers are at cost of production.

7. Related Parties Disclosures :

(A) Promoters holding more than 20% of the voting power

Name of the Nature of Relationship Related Parties

(i) Shri L.N. Goculdas Promoter and Chairman (holding more than 20% of the voting power)

(B) Associate/Other Related Companies

Name of the Related Parties Nature of Relationship

(i) Borax Morarji Ltd. Associate Company

(ii) The Natural Gas Co. Pvt. Ltd. Other Related Company

(iii) L.P. Gas Transport & Bottling Co. Pvt. Ltd. Other Related Company

(iv) Phoenix Distributors Pvt. Ltd. Other Related Company

(v) Jasraj Trading Co. Other Related Company

(vi) Kosan Industries Pvt. Ltd. Other Related Company

(vii) Bombay Foods Pvt. Ltd. Other Related Company



(C) Key Management Personnel

Name of the Related Parties Nature of Relationship

(i) Shri B.L. Goculdas Chief Executive Officer

(ii) Shri D.N. Vaze Chief Finance Officer

(iii) Shri D.T. Gokhale Vice President (Legal/Corporate Affairs) & Company Secretary.

8. The Company has prepared the financial statements for the year ended 31.03.2012 on a "Going Concern Basis" since the Company is confident that its profitably will improve in future in view of the following:

a) A new activity of trading (in various fertilizers and other agri inputs) which the Company will commence in association with a "strategic investor" after completing sale of Fixed Assets of the Company situated at Ambernath, and

b) Continued efforts by the Company for improving efficiency, restructuring/rationalisation of operations and optimisation of cost.

9. Employee Benefits:

The Company has made provision for following benefit plans as per Accounting Standard 15 (Revised 2005)" Employee Benefits". Defined Benefit Plans/Long Term Compensated Absences: As per Actuarial Valuation as on 31.03.2012, the required data is as follows:

10. The Company has elected to present Profit(Loss) before Finance Costs, Depreciation and amortisation and Tax i.e. (EBITDA) as a separate line item on the face of the statement of the profit and loss.

11. During the year ended 31st March, 2012 the revised schedule VI notified under the Companies Act, 1956 has become applicable to the Company for preparation and presentation of its financial statements. The adoption of revised schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statements. The Company has also reclassified the previous year's figures in accordance with the requirements applicable in the current year.

12. As required by the revised Schedule VI to the Companies Act, 1956, Trade Receivables could not be classified as outstanding for a period of more than six months from the due date instead of the invoice date. The necessary modification in the existing computer program will be carried out in the current Financial year. However, it does not have any significant impact on the financial statements.

13. The figures as per these financial statements are not comparable with the figures in respect of previous financial year as the current financial year is of twelve months period commencing from April, 2011 to March, 2012 where as the financial statements of the previous financial year were prepared for a period of 9 months commencing from 1st July, 2010 to 31 March, 2011.

14. Figures in respect of the previous year have been regrouped wherever necessary.

---

Mar 31, 2011

July 10 to April 09 to March 11 June 10

1. Contingent Liabilities not provided for:

(i) Outstanding claims in respect of Excise Duty, Sales-Tax, etc. 46.40 44.21

(ii) Guarantees given by the Company's Bankers 51.46 33.75

(iii) Arrears of Cumulative Preference Dividend 406.81 365.56

(iv) Claims against Company not acknowledged as debts 55.76 55.76

(v) Estimated Amount of Contracts remaining to be executed on Capital Account & not provided for. - 29.77

2. Wages, Salaries and Bonus include provision made as per actuarial valuation in respect of accumulated leave salary encashable on retirement in accordance with Accounting Standard 15 notified persuant to the companies (Accounting Standards) Rules, 2006. Contribution to Provident and other funds includes Company's contribution to Provident Fund, Family Pension Fund, Gratuity Fund (based on actuarial valuation) and Superannuation Fund.

3. In case of payments made from 1st April, 2000, under the Voluntary Retirement Schemes of the Company, the total amount paid is treated as a deferred revenue expenditure and amortised over a period of 84 months or the number of months service foregone, whichever is lower, using the sum of digits method. Under this method the charge to Profit and Loss account is lowest in the first year and the highest in the last year. However, the amount to be amortised beyond 31st March 2010 also is charged during the period of April 2009 to June 2010, in accordance with Accounting Standard (AS 15) (Revised 2005) on Employee Benefits. Accordingly a sum of Rs.Nil (Previous Year Rs.741.88 lacs) has been charged to the Profit and Loss Account as deferred revenue expenditure, on account of compensation paid to employees under Early Voluntary Retirement Schemes and Rs. Nil (Previous Year Rs.Nil) has been carried forward to Deferred Revenue Expenditure account as per the method of accounting followed by the Company.

4. The cost to the Company arising out of the conversion of Lenders' Sacrifice (by way of the reduction in the interest rates) was being amortised equally over the period of repayment of term loans to the Lenders, upto 30th June 2010. In view of the completion of the negotiated settlements with the Lenders during the period ended 31/03/2011, the entire unamortised amount of Lenders' Sacrifice amounting.to Rs. 70.97 lacs as on 30/06/2010 has been amortised during the period ended 31/03/2011.

11 Miscellaneous expenses for the period ended 31.03.2011 includes gain / (loss) Rs.(18.28) lacs (previous year Rs. (12.24) lacs )on foreign exchange.

5. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues at the Balance Sheet date, computed on unit wise basis. Further, the Company has not paid any interest to any Micro, Small and Medium Enterprises during the 9 months period ended on the Balance Sheet date, nor is any interest payable to any Micro, small and Medium Enterprises on the Balance sheet date.

The above information has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

13 (a) A contract was entered into in 1993 between the Company and General Fertiliser Co., (GFC) Horns, Syria for revamping of two streams of Sulphuric Acid Plant of GFC by the Company. The value of the contract was USD 12.8 million plus Syrian Pounds 72 million, equivalent to Rs.44.24 crores, considering the exchange rates prevailing in 1993. The Company has completed this project and has also given the required performance test runs on the two streams of the Sulphuric Acid plant. The Company has also received all payments from GFC, Syria except payment of certain invoices aggregating to USD 1.37 million (included in "Sundry Debtors") equivalent to Rs.620.01 lacs as on 31.03.2011. The Company has also made claims from GFC, Syria towards interest on delayed payments, bank charges for extention of the validity period of the Letter of Credit/bank Guarantees and other overheads.

The Company has not taken any credit for these claims in the books of accounts. As provided in the contract, the case was referred to the Arbitration Tribunal at Damascus, Syria. The Arbitration Tribunal has given its award, according to which GFC, Syria was required to make payment to the Company of the aforesaid unpaid dues aggregating to USD 1.37 million. .

Further, the Arbitration Tribunal has accepted certain claims made by the Company as also by GFC. Syria. The Company as well as GFC, Syria have filed their respective appeals against the Arbitration award with the State Council at Damascus, Syria. The Company as well as GFC, Syria have made certain claims on each other, in their respective appeals as filed with the State Council. The State Council constituted a seven member Expert Committee in October 2002 to examine these claims and give its recommendations. The Report of this Expert Committee, containing its recommendations has been submitted to the State Council. The comments received from GFC, Syria and the Company (in response to the recommendations of the Expert Committee) have been forwarded by the State Council to the Expert Committee. Based on these comments, the Expert Committee has submitted its Report to the State Council recommending payment to the Company of the aforesaid invoices aggregating to USD 1.37 million (equivalent to Rs.620.01 lacs) and certain other claims of the Company.

On this basis, the Supreme Administrative Court of Syria has given its judgement according to which a net amount of about USD 0.90 Million (equivalent to Rs. 398.43 lacs) is payable by GFC to the Company as on 31.03.2011 The shortfall in receivable between the amount included in "Sundry Debtors" as on 31.03.2011 (i.e. Rs.620.01 lacs) and the net amount payable to the Company as on 31.03.2011 as per the judgement given by Supreme Administrative Court of Syria (i.e. Rs. 398.43 lacs), has already been provided in earlier Financial Year.

(b) The Company has made a provision for Doubtful Debts and Advances aggregating to Rs.1898.22 lacs upto the period ended 31.03.2011 (Previous Year 1823.22 lacs). In the opinion of the Management of the Company, this provision is adequate to cover the Doubtful Debts & Advances as on 31.03.2011, including those in respect of dues from GFC, Syria (to the extent considered doubtful).

(c) The Debtors as on 31.03.2011 are subject to confirmations from customers.

6 Consequent to the negotiated settlements with the Secured/Unsecured Lenders, an amount aggregating to Rs.3362.76 Lacs payable by the Company to these lenders has been waived by the said lenders. The Company has credited this amount of Rs. 3362.76 Lacs to 'Capital Reserve' during the period ended 31.03.2011, since it consists of principal amount of borrowings only (without any interest component). Those negotiated settlements do not involve any cash flows and hence are not included in the Cash Flow from "Financing Activities'' as disclosed in the attached Cash Flow Statement for the period ended 31 st March 2011.

7 Interest expense for the period ended 31 st March 2011 and for the period ended 30th June 2010 is net off interest income of Rs.10.55 lacs and Rs.12.67 lacs, respectively. Tax deducted at source in respect of aforesaid interest income for the period ended 31st March 2011 is Rs. 1.55 lacs (Previous year Rs.1.01 lacs).

8 (a) No provision has been made in respect of current income tax since there is no taxable income during the period ended 31st March 2011 and for the period ended 30th June 2010.

(b) The Company will start trading in various fertilisers and other agri inputs in association with a " Strategic Investor", after completing sale of fixed assets of the Company at its Ambamath factory. This will result in significant additional turnover and profits. Consequently, there is virtual certainty of realisation in respect of "Deferred Tax Asset" mainly resulting from unabsorbed depreciation and carried forward losses. Accordingly, the Company had recognised "Deferred Tax Asset" amounting to Rs. 2148.17 Lacs, in the Financial Accounts for the 18 months ended 30th September 2007, considering unabsorbed depreciation and unabsorbed business losses upto 31.03.2007. The Company has recognised further "Deferred Tax Asset" amounting to Rs. 505.98 lacs in the Financial Accounts for the period of 18 months ended 31.03.2009, mainly resulting from Unabsorbed Depreciation upto 31.03.2009 and Unabsorbed Business Losses upto 31.03.2008. The Company will also recognise "Deferred Tax Asset" resulting from further "Unabsorbed Depreciation" and further "Unabsorbed Business Losses", after completing sale of fixed assets of the Company at its Ambamath factory.

8. (a) The non-viable operations of the Company's fertiliser and chemical business at its Ambemath factory had resulted in continued losses and delayed payment of wages and salaries to employees for last several months. With a view to reduce losses, the Management had submitted its Charter of Demands on the Company's recognised Union at Ambemath, which has been rejected by the Union. The Management, therefore, has suspended the operations of its Ambemath factory, with effect from 23rd January, 2009 and has issued a notice of "Lock Out" of the said factory with effect from 9th February, 2009. Consequently, the Company has not provided for the employees cost with effect from 9th February, 2009 (being not payable), in respect of those employees who are covered by "Lock Out.

The Company's recognised Union at Ambemath requested the Industrial Court, Maharashtra, at Thane to grant various interim reliefs (including granting of stay on the effect, implementation, and operation of the afforsaid notice of "Lock Out"). This request of the Union was rejected by the Industrial Court, Maharashtra, at Thane.

Subsequently, the Company signed a Memorandum of Agreement dated 30th June 2010 with the Company's recognised Union at Ambarnath, under which a Voluntary Separation Scheme was introduced for the workmen at Ambemath (including workmen of Head Office). Accordingly ail workmen at the Company's Ambarnath factory (including workmen of Head Office) have since applied for Voluntary Separation from the services of the Company. The "Separation Compensation" (aggregating to Rs.707.01 lacs) payable to all these workmen has been provided in the books of account for the extended Financial Year ended 30/06/2010 and same has since been paid to these workmen in August, 2010 alongwith all other legal dues.

(b) The Company has obtained the requisite approval of the shareholders under section 293(1 )(a) of the Companies Act, 1956 for sale / transfer / disposal of its Land, Factory Buildings and Plant & Machinery at its Ambemath factory. (Written Down Value of the Fixed Assets of the Company at its Ambemath factory as on 31.03.2011 is Rs. 2380.12 lacs). Therefore, while reporting "Segment Results", in Note No. 18 to the accounts, depreciation of Ambarnath factory has been shown separetly and remaining loss of Ambarnath factory has been included in "Others/Unallocated Expenditure". Also, Fixed Assets, Current Assets and Current Liabilities relating to the Ambarnath factory of the Company have been excluded for segment-wise reporting of "Capital Employed".

9 Segment Reporting :

The Company has disclosed Business Segments as its primary segments. Reporting segments have been identified as Fertilisers, Chemical, and Others / Unallocated, taking into account the nature of products, the different risks and returns, the organisation structure and the internal reporting system.

Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the segments as also the amounts allocated on a reasonable basis to the respective segments. The expenses, which are not directly related to the business segments, are shown as unallocated costs. Corporate current assets and liabilities have been allocated on the basis of turnover of the segments. Assets and Liabilities that cannot be allocated between the segments are shown as a part of unallocated assets & liabilities. Inter Segment Transfers are at cost of production.

10 Related Parties Disclosures :

(A) Promoters holding more than 20% of the voting power

Name of the Related Parties Nature of Relationship

(i) Shri L.N.Goculdas Promoter and Chairman (holding more than 20%.of the voting power)

(B) Associate/Other Related Companies

Name of the Related Parties Nature of Relationship

(i) Borax Morarji Ltd. Associate Company

(ii) The Natural Gas Co.Pvt.Ltd. Other Related Company

(iii) L.P.Gas Equipment Pvt.Ltd. Other Related Company

(iv) Phoenix Distributors Pvt.Ltd. Other Related Company

(v) Jasraj Trading Co. Other Related Company

(vi) Kosan Industries Pvt.Ltd. Other Related Company

(vii) Bombay Foods Pvt.Ltd. Other Related Company

(C) Key Management Personnel

Shri D.P.Goculdas Chief Executive Officer upto 06.04.2011

Shri B.L.Goculdas Chief Executive Officer

Shri D.N.Vaze Chief Finance Officer

Shri D.T.Gokhale Vice President (Legal / Corporate Affairs) &

Company Secretary

11 The Company has prepared the financial statements for the period ended 31.03.2011 on a "Going Conern Basis" since the Company is confident that its profitablity will improve in future in view of the following:

a) A new activity of trading (in various fertilizers and other agri inputs) which the Company will commence in association with a "Strategic Investor" after completing sale of Fixed Assets of the Company situated at Ambernath, and

b) Continued efforts by the Company for improving efficiency, restructuring / rationalisation of operations and optimisation of cost.

12 The Company has closed the current Financial Year of 9 months on 31/03/2011, as decided by the Board of Directors of the Company. Accordingly Financial Statements for the Current Financial Year have been prepared for a period of 9 months commencing from 1st July, 2010 and ending on 31 st March, 2011. Therefore, figures as per these Financial Statements are not comparable with the figures in respect of previous financial year i.e. 1st April, 2009 to 30th June, 2010 (which was a period of 15 months).

13 Figures in respect of the previous year have been regrouped wherever necessary.

---

Jun 30, 2010

1. Professional Fees include Payments to Auditors for : April 09 to Oct 07 to June 10 March 09

2. No provision has been made towards Commission to Directors due to inadequacy of profit for the years April 2009 to June 2010, Oct. 2007 to March 2009, April 2006 to Sept. 2007, 2005-2006, 2004-2005 & 2003-2004. Remuneration and benefits paid to Chief Executive Officers/ Executive Directors for the years, April 2009 to June 2010, Oct. 2007 to Mar. 2009, April 2006 - Sept. 2007, 2005-2006, 2004-2005 and 2003- 2004 are within the limit prescribed under Schedule XIII to the Companies Act, 1956.

3. Contingent Liabilities not provided for:

(i) Outstanding claims in respect of Excise Duty, Sales-Tax, etc. 44.21 81.13

(it) Guarantees given by the Company and Companys Bankers 33.75 950.83

(iii) Arrears of Cumulative Preference Dividend 365.56 296.81

(iv) Claims against Company not acknowledged as debts 55.76

(v). Estimated Amount of Contracts remaining to be executed on Capital Account & not provided for. 29.77

4. Wages, Salaries and Bonus include provision made as per actuarial valuation in respect of accumulated leave salary encashable on retirement in accordance with Accounting Standard 15 of the Institute of Chartered Accountants of India. Contribution to Provident and other funds includes Companys contribution to Provident Fund, Family Pension Fund, Gratuity Fund (based on actuarial valuation) and Superannuation Fund.

5. In case of payments made from 1st April, 2000, under the Voluntary Retirement Schemes of the Company, the total amount paid is treated as a deferred revenue expenditure and amortised over a period of 84 months or the number of months service foregone, whichever is lower, using the sum of digits method. Under this method the charge to Profit and Loss account is lowest in the first year and the highest in the last year. However, the amount to be amortised beyond 31st March 2010. also is charged during the period of April 2009 to June 2010, in accordance with Accounting Standard (AS 15) (Revised 2005) on Employee Benefits. Accordingly a sum of Rs.741.88 lacs (Previous Year Rs.369.26 lacs) has been charged so the Profit and Loss Account as deferred revenue expenditure, on account of compensation paid to employees under Early Voluntary Retiremr-it Schemes and Rs. Nil (Previous Year Rs.741.88 lacs) has been carried forward to Deferred Revenue Expenditure account as per the method of accounting followed by the Company.

6. Subsidy from Govrnments of Gujarat (Rs.25 lacs), Maharashtra (Rs.20 lacs) and Rajasthan (Rs.15 lacs) for setting up of industrial units at Jhar, (Dist.Amreli), at Roma (Dist.Raigad) and Khemti (Dist.Udaipur), respectively, is repayable in the event of non-fuifilment of stipulated conditions.

7. Miscellaneous expanses for the period ended 30.06.2010 includes gain / (loss) Rs.(12.24) lacs {previous year Rs. (103.07) lacs} on foreign exchange.

8. There are no Mici Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days at the Balance Sheet data computed on unit wise basis. Further, the Company has not paid any interest to any Micro, Small and Medium Enterprises during the 15 months period ended on the Balance Sheet date, nor is any interest payable to any Micro, Small and Medium Enterprises on the Balance sheet date.

The above information has been determined to the extent such parties have been identified on the basis of information available with the Company. This has, been relied upon by the auditors.

9. A contract was en-red into in 1993 between the Company and General Fertiliser Co., (GFC) Horns, Syria for revamping of two streams of Sulphuric Acid Plant of GFC by the Company. The value of the contract was USD 12.8 million plus Syrian Pounds 72 million,equivalent to Rs.44.24 crores, Considering the exchange rates prevailing in 1993. The Company has completed this project and has also given the required performance testingss on the two streams of the Sulphuric Acid plant. The Company has also received all payments from GFC, Syria except payment of certain invoices aggregating to USD 1.37 million (included in "Sundry Debtors") equivalent to Rs.645.91 lacs as on 30.06.2010. The Company has also made claims from GFC, Syriatowards interest on delayed payments, bank charges for extention of the validity period of the Letter of Credit/bank Guarantees and other overheads.

The Company has not taken any credit for these claims in the books of accounts. As provided in the contract, the case was referred to the Arbitration Tribunal at Damascus, Syria. The Arbitration Tribunal has given its award, according to which GFC, Syria was required to make payment to the Company of the aforesaid unpaid dues aggregating to USD 1.37 million.

Further, the Arbitration Tribunal has accepted certain claims made by the Company as also by GFC.Syria. The Company as well as GFC, Syria have filed their respective appeals against the Arbitration award with the State Council at Damascus, Syria. The Company as well as GFC, Syria have made certain claims on each other, in their respective appeals as filed with the State Council. The State Council constituted a seven members Expert Committee in October 2002 to examine these claims and give its recommendations. The Report of this Expert Committee, containing its recommendations has been submitted to the State Council. The comments received from GFC, Syria and the Company (in response to the recommendations of the Expert Committee) have been forwarded by the State Council to the Expert Committee. Based on these comments, the Expert Committee has submitted its Report to the State Council recommending payment to the Company of the aforesaid invoices aggregating to USD 1.37 million (equivalent to Rs.645.91 lacs) and certain other claims of the Company.

On this basis, the Supreme Administrative Court of Syria has given its judgement according to which a net amount of about USD 0.90 Million (equivalent to Rs. 415.44 lacs) is payable by GFC to the Company as on 30.06.2010. The shortfall is receivable between the amount included in "Sundry Debtors" as on 30.06.2010 (i.e. Rs.645.91 lacs) and the net amount payable to the Comapany as on 30.06.2010 as per the judgement given by Supreme Administrative Court of Syria (i.e. Rs.415.44 lacs), has already been provided in earlier Financial Years.

10. (a) The Company has made a provision for Doubtful Debts and Advances aggregating to Rs.1823.22 lacs upto the period ended 30.06.2010

(Previous Year 1723.22 lacs). In the opinion of the Management of the Company, this provision is adequate to cover the Doubtful Debts & Advances as on 30.06.2010, including those in respect of dues from GFC, Syria (to the extent considered doubtful).

(b) The Debtors as on 30.06.2010 are subject to confirmations from customers.

11. Interest expense for the period ended 30th June 2010 and for the period ended 31st March 2009 is net off interest income of Rs. 12.67 lacs and Rs.9.25 lacs, respectively. Tax deducted at source in respect of aforesaid interest income for the period ended 30 th June 2010 is Rs. 1.01 lacs (Previous year Rs.0.98 lacs)

12. (a) No provision has been made in respect of current income tax since there is no taxable income during the period ended 30th June 2010 and for the period ended 31 st March 2009.

(b) The Company will start trading in various fertilisers and other agri inputs in association with a " Strategic Investor", after completing One Time settlement (OTS) of dues to secured lenders (presently in progress). This will result in significant additional turnover and profits. Consequently, there is virtual certainty of realisation in respect of "Deferred Tax Asset" mainly resulting from unabsoberd depreciation and carried forward losses. Accordingly, the Company had recognised "Deferred Tax Asset" amounting to Rs. 2148.17 Lacs, in the Financial Accounts for the 18 months ended 30th September 2007, considering unabsorbed depreciation and unabsorbed business losses upto 31.03.2007. The Company has recognised further "Deferred Tax Asset" amounting to Rs. 505.98 lacs in the Financial Accounts for the period of 18 months ended 31.03.2009, mainly resulting from Unabsorbed Depreciation upto 31.03.2009 and Unabsorbed Business Losses upto 31.03.2008. The Company will also recognise "Deferred Tax Asset" resulting from further "Unabsorbed Depreciation" and further "Unabsorbed business losses" after completing OTS of dues to secured lenders.

13. (a) The non-viable operations of trie Companys fertiliser and chemical business at its Ambemath factory had resulted in continued losses and delayed payment of wages and salaries to employees for last several months. With a view to reduce losses, the Management had submitted its Charter of Demands on the Companys recognised Union at Ambemath, which has been rejected by the Union. The Management, therefore, has suspended the operations of its Ambemath factory, with effect from 23rd January, 2009 and has issued a notice of "Lock Ouf of the said factory with effect from 9th February, 2009. Consequently, the Company has not provided for the employees cost with effect from 9th February, 2009* (being not payable), in respect of those employees who are covered by "Lock Ouf.

The Companys recognised Union at Ambemath requested the Industrial Court, Maharashtra, at Thane to grant various interim reliefs (including granting of stay on the effect, implementation, and operation of the afforsaid notice of "Lock Out"). This, request of the Union was rejected by the Industrial Court, Maharashtra, at Thane.

Subsequently, the Company signed a Memorandum of Agreement dated 30th June 2010 with the Companys recognised Union at Ambamath, under which a Voluntary Separation Scheme was introduced for the workmen at Ambemath (including workmen of Head Office). Accordingly all workmen at the Companys Ambamath factory (including workmen of Head Office) have since applied for Voluntary Separation from the* services of the Company. The "Separation Compensation" (aggregating to Rs.707.01 lacs) payable to all these workmen has been provided in the books of account for the extended Financial Year ended 30/06/2010 and same has since been paid to these workmen in August, 2010 alongwith all other legal dues.

(b) The Company is in the process of obtaining the requisite approval of the shareholders under section 293(1 )(a) of the Companies Act, 1956 for sale / transfer / disposal of its Land, Factory Buildings and Plant & machinery at its Ambemath factory. The Company has already issued the Postal Ballot Forms for the same to its shareholders for this purpose.

In view of the above, Fixed Assets, Current Assets and Current Liabilities relating to Ambemath Factory of the Company have been excluded from the" Segment Assets" and the "Segment Liabilities" indicated in Note No. 18 to the Accounts.

14. Segment Reporting:

The Company has disclosed Business Segments as its primary segments. Reporting segments have been identified as Fertilisers and Chemical, taking into account the nature of products, the different risks and returns, the organisation structure and the internal reporting system.

Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the segments as also the amounts allocated on a reasonable basis to the respective segments. The expenses, which are not directly related to the business segments, are shown as unallocated costs. Corporate assets and liabilities have been allocated on the basis of turnover of the segments! Assets and Liabilities that cannot be allocated between the segments are shown as a part of unallocated assets & liabilities. Inter Segment Transfers are at cost of production.

15. Related Parties Disclosures :

(A) Promoters holding more than 20% of the voting power

Name of the Related Parties Nature of Relationship

(I) LateShriR.M.Goculdas Promoter and Chairman, (holding more than 20% of the voting power), upto 09th November, 2009

(li) Shri LN.Goculdas Promoter and Vice Chairman (holding more than 20% of the voting power) upto 9th November, 2009, and Promoter and Chairman (holding more than 20% of the voting power), from 10th November, 2009

(B) Substdiary/Assocfate/Other Related Companies

Name of the Related Parties Nature of Relationship

(I) DMCC Oil Terminals (Navlakhi) Ltd. Subsidiary Company upto 30.06.2009

(II) Borax Morarji Ltd. Associate Company

(III) The Natural Gas Co.Pvt.Ltd. Other Related Company

(IV) LP.Gas Equipment Pvt.Ltd. Other Related Company

(V) Phoenix Distributors Pvt.Ltd. Other Related Company

(VI) Jasraj Trading Co. Other Related Company

(VII) Kosan Industries Pvt.Ltd. Other Related Company

(VIII) Bombay Foods Pvt.Ltd. Other Related Company

(C) Key Management Personnel

(I) Shri D.P.Gocuidas Chief Executive Officer

(II> Shri B.L.Goculdas * Chief Executive Officer

(III> Shri D.N.Vaze Chiaf Finance Officer

16. Since the Equity Shares held by the Company in DMCC Oil Terminal (NavlakW) Limited (DOTL), were sold during the current year, DOTL is not a subsidiary of the Company after this sale. Therefore, the Company is not required to prepare the Consolidated Financial Statements.

17. The Company has prepared the financial statements for the period ended 30.06.2010 on a "Going Conern Basis", since the Company is confident that its profitablity will improve in future in view of the following:

a) A new activity of trading (in various fertilizers and other agri inputs ), which the Company w*l commence in association with a "strategic investor" after completing OTS of dues to Banks, and

b) Continued efforts by the Company for improving efficiency, restructuring / rationalisation of operations and optimisation of cost

18. The Company has extended the current Financial Year by 3 months upto 30/06/2010, as decided by the Board of Directors of the Company. Accordingly, Financial Statements for the current Financial year have been prepared for a period of 15 months commencing from 1st April, 2009 and ending on 30th June, 2010.

Therefore, figures as per these Financial Statements are not comparable with the figures in respect of previous financial year i.e. 1 st October, 2007 to 31 st March, 2009.

19. Figures in respect of the previous year have been regrouped wherever necessary.

---

Mar 31, 2009

1. No provision has been made towards Commission to Directors due to inadequacy of profit for the years Oct 2007 to March 2009, April 2006 to Sept. 2007, 2005-2006, 2004-2005 & 2003-2004. Remuneration and benefits paid to Executive Directors for the years Oct 2007 to Mar 2009, April 2006 - Sept. 2007, 2005-2006, 2004-2005 and 2003-2004 are within the limit prescribed under Schedule XIII to the Companies Act, 1956.

2. Contingent Liabilities not provided for:

(i) Outstanding claims in respect of Excise Duty, Sales-Tax, etc. 81.13 83.64

(ii) Guarantees given by the Company and Companys Bankers 950.83 1587.04

(iii) Arrears of Cumulative Preference Dividend 296.81 216.00

3. Wages, Salaries and Bonus include provision made as per actuarial valuation in respect of accumulated leave salary encashable on retirement in accordance with Accounting Standard 15 of the Institute of Chartered Accountants of India. Contribution to Provident and other funds includes Companys contribution to Provident Fund, Family Pension Fund, Gratuity Fund (based on actuarial valuation) and Superannuation Fund.

4. In case of payments made from 1st April, 2000, under the Voluntary Retirement Schemes of the Company, the total amount paid is treated as a deferred revenue expenditure and amortised over a period of 84 months or the number of months service foregone, whichever is lower, using the sum of digits method. Under this method the charge to Profit and Loss account is lowest in the first year and the highest in the last year. However, the amount to be amortised beyond 31 st march 2010, will be charged during the financial year 2009-10, in accordance with Accounting Standard (AS 15) (Revised 2005) on Employee Benefits.

A sum of Rs.369.26 lacs (Previous Year Rs.162.48 lacs) has been charged to the Profit and Loss Account as deferred revenue expenditure, on account of compensation paid to employees under Early Voluntary Retirement Schemes and Rs. 741.88 lacs (Previous Year Rs. 1111.14 lacs) has been carried forward to Deferred Revenue Expenditure account as per the method of accounting followed by the Company.

5. Subsidy from Governments of Gujarat (Rs.25 lacs), Maharashtra (Rs.20 lacs) and Rajasthan (Rs.15 lacs) for setting up of industrial units at Jhar, (Dist.Amreli), at Roha (Dist.Raigad) and Khemli (Dist.Udaipur), respectively, is repayable in the event of non-fulfilment of stipulated conditions.

6. (a) Miscellaneous income for the period ended 31.03.2009 includes gain / (loss) on foreign exchange (net) amounting to nil (previous year Rs. 107.92 Lacs).

(b) Miscellaneous expenses for the period ended 31.03.2009 includes gain / (loss) Rs.(103.07) lacs (previous year Nil) on foreign exchange.

7. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days at the Balance Sheet date, computed on unit wise basis. Further, the Company has not paid any interest to any Micro, Small and Medium Enterprises during the period of 18 months ended on the Balance Sheet date, nor is any interest payable to any Micro, Small and Medium Enterprises on the Balance sheet date.

The above information has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

8. A contract was entered into in 1993 between the Company and General Fertiliser Co., (GFC) Horns, Syria for revamping of two streams of Sulphuric Acid Plant of GFC by the Company. The value of the contract was USD 12.8 million plus Syrian Pounds 72 million, equivalent to Rs.44.24 crores, considering the exchange rates prevailing in 1993. The Company has completed this project and has also given the required performance test runs on the two streams of the Sulphuric Acid plant. The Company has also received all payments from GFC, Syria except payment of certain invoices aggregating to USD 1.37 million (included in "Sundry Debtors") equivalent to Rs.703;59 lacs as on 31.03.2009. The Company has also made claims from GFC, Syria towards interest on delayed payments, bank charges for extention of the validity period of the Letter of Credit/bank Guarantees and other overheads. The Company has not taken any credit for these claims in the books of accounts. As provided in the contract, the case was referred to the Arbitration Tribunal at Damascus, Syria. The Arbitration Tribunal has given its award, according to which GFC, Syria was required to make payment to the Company of the aforesaid unpaid dues aggregating to USD 1.37 million. Further, the Arbitration Tribunal has accepted certain claims made by the Company as also by GFC, Syria. The Company as well as GFC, Syria have filed their respective appeals against the Arbitration award with the State Council at Damascus, Syria. The Company as well as GFC, Syria have made certain claims on each other, in their respective appeals as filed with the State Council. The State Council constituted a seven member Expert Committee in October 2002 to examine these claims and give its recommendations. The Report of this Expert Committee, containing its recommendations has been submitted to the State Council. The comments received from GFC, Syria and the Company (in response to the recommendations of the Expert Committee) have been forwarded by the State Council to the Expert Committee. Based on these comments, the Expert Committee has submitted its Report to the State Council recommending payment to the Company of the aforesaid invoices aggregating to USD 1.37 million (equivalent to Rs.703.59 lacs) and certain other claims of the Company. On this basis, the Supreme Administrative Court of Syria has given its judgement according to which a net amount of about USD 0.90 Million (equivalent to Rs. 453.59 lacs) is payable by GFC to the Company as on 31.03.2009. In addition, the Company is entitled to receive interest @ 5% p.a. from GFC, Syria on the aforesaid net amount of about USD 0.90 million (equivalent to Rs. 453.59 lacs as on 31/03/2009), till the date of payment, as per the aforesaid judgement, which has not been accrued by the Company in the books of accounts. The shortfall in receivable between the amount included in "Sundry Debtors" as on 31.03.2009 (i.e. Rs.703.59 lacs) and the net amount payable to the Comapany by GFC, Syria as on 31.03.2009 as per the judgement given by Supreme Administrative Court of Syria (i.e. Rs.453.59 lacs), has already been provided in earlier Financial Year.

9. (a) The Company has made a provision for Doubtful Debts and Advances aggregating to Rs. 1723.22 lacs upto the period ended 31.03.2009

In the opinion of the Management of the Company, this provision is adequate to cover the Doubtful Debts & Advances as on 31.03.2009, including those in respect of dues from GFC, Syria (to the extent considered doubtful).

(b) The Debtors as on 31.03.2009 are subject to confirmations from customers.

10. (a) Interest expense for the period ended 31.03.2009 is after reduction in interest cost on borrowings from lenders to the extent of Rs 20.69 lacs (Previous year Rs.153.10 Lacs) (due to reduction in the interest rates), persuant to revised Corporate Debt Restructuring (CDR) package approved by the lenders, effective from 1st April 2005, subject to certain conditions, which are being fulfilled by the Company.

(b) Interest expense for the period ended 31 st March 2009 and for the period ended 30th September 2007 is net off interest income of Rs.9.25 lacs and Rs. 9.14 lacs, respectively. Tax deducted at source in respect of aforesaid interest income for the period ended 31st March 2009 is Rs. 0.98 lacs (Previous year Rs.1.55 lacs)

(c) As per one of the conditions of the revised CDR package approved by the lenders (effective from 01.04.2005), the Company is required to convert a part of sacrifice undertaken by the lenders in the revised CDR package vis a vis, the earlier CDR package, due to reduction in the interest rates (on Net Present Value basis) amounting to Rs.267.90 lacs, partly into Equity Shares of the Company (valued at Rs.115.56 Lacs, inclusive of securities premium) and partly into unsecured loans (amounting to Rs.152.34 lacs). The cost to the Company arising out of conversion of the above sacrifice undertaken by the lenders (Rs. 267.90 lacs) is being amortised equally during eight Financial Years from 2005-06 to 2012-13, since all Term Loans are to be paid by the Company by 31st March 2013, as per revised CDR package. Accordingly, Rs. 80.95 lacs (Previous Year Rs.54.83 lacs) has been amortised during the period ended 31st March 2009 and the unamortised amount of Rs. 103.23 lacs has been carried forward as Deferred Revenue Expenditure, as on 31st March 2009

(d) The Company has not recognised interest aggregating to Rs.785.82 lacs for the eighteen months period ended 31.03.2009(Previous year Nil) as the banks concerned have not debited the same to the respective accounts of the Company.

11 (a) No provision has been made in respect of current income tax since there is no taxable income during the period ended 31st March 2009 and period ended 30th September 2007.

(b) The Company will start trading in various fertilisers and other agri inputs in association with a "Strategic Investor", after completing One Time settlement (OTS) of dues to Banks. This will result in significant additional turnover and profits. Consequently, there is virtual certainty of realisation in respect of "Deferred Tax Asset" mainly resulting from unabsoberd depreciation and carried forward losses. Accordingly, the Company had recognised "Deferred Tax Asset" amounting to Rs. 2148.17 Lacs, in the Financial Accounts for the period of eighteen months ended 30th September, 2007, considering unabsorbed depreciation and unabsorbed business losses upto 31.03.2007. The Company has recognised further "Deferred Tax Asset" amounting to Rs. 505.98 lacs in the Financial Accounts for the period of eighteen months ended 31.03.2009, mainly resulting from Unabsorbed Depreciation upto 31.03.2009 and Unabsorbed Business Losses upto 31.03.2008. The Company will also recognise Deferred Tax Asset resulting from Unabsorbed Business Loss for the Previous Year April 2008 to March 2009, after filing the Income Tax Return for this previous year (Assessment Year 2009-2010)

12. The non-viable operations of the Companys fertiliser and chemical business at its Ambernath factory had resulted in continued losses and delayed payment of wages and salaries to employees for last several months. With a view to reduce losses, the Management had submitted its Charter of Demands on the Companys recognised Union at Ambernath, which has been rejected by the Union. The Management has, therefore, suspended the operations of its Ambernath factory, with effect from 23rd January, 2009 and has issued a notice of "Lock Out" of the said factory with effect from 9th February, 2009. Consequently, the Company has not provided for the employees cost with effect from 9th February, 2009 (being not payable), in respect of those employees who are covered by "Lock Out".

The Companys recognised Union at Ambernath requested the Industrial Court, Maharashtra, at Thane to grant various interim reliefs (including granting of stay on the effect, implementation, and operation of the afforsaid notice of "Lock Out"). This request of the Union has been rejected by the Industrial Court, Maharashtra, at Thane.

13 Segment Reporting:

The Company has disclosed Business Segments as its primary segments. Reporting segments have been identified as Fertilisers and Chemical, taking into account the nature of products, the different risks and returns, the organisation structure and the internal reporting system.

Segments Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the segments as also the amounts allocated on a reasonable basis to the respective segments. The expenses, which are not directly related to the business segments, are shown as unallocated costs. Corporate assets and liabilities have been allocated on the basis of turnover of the segments. Assets and Liabilities that cannot be allocated between the segments are shown as a part of unallocated assets & liabilities. Inter Segment Transfers are at cost of production.

14 Related Parties Disclosures:

(A) Promoters holding more than 20% of the voting power

Name of the Related Parties Nature of Relationship

(i) Shri R.M.Goculdas Promoter and Chairman, holding more than 20% of the voting power (directly/ indirectly)

(ii) Shri L.N.Goculdas Promoter and Vice Chairman, holding more than 20% of the voting power (directly)

(B) Subsidiary/Associate/Other Related Companies

Name of the Related Parties Nature of Relationship

(i) DMCC Oil Terminals (Navlakhi) Subsidiary Company

Ltd.

(ii) Borax Morarji Ltd. Associate Company

(iii) The Natural Gas Co.Pvt.Ltd. Other Related Company

(iv) LP.Gas Equipment PvLLtd. Other Related Company

(v) Phoenix Distributors Pvt.Ltd. Other Related Company

(vi) Jasraj Trading Co. Other Related Company

(vii) Kosan Industries Pvt.Ltd. Other Related Company

(viii) Bombay Foods Pvt.Ltd. Other Related Company



(C) Key Management Personnel (Whole Time Directors)

Name of the Related Parties Nature of Relationship

(i) Shri D.P.Goculdas Managing Director (upto 31/03/09)

(ii) Shri B.LGoculdas Managing Director (upto 31/03/09)

(iii) Shri D.N.Vaze Whole time Director (upto 31/03/09)

15 Since it is proposed to sell the Equity Shares held by the Company in DMCC Oil Terminal (Navlakhi) Limited (DOTL), the control of the Company on DOTL is expected to be temporary. DOTL will not remain a subsidiary of the Company after this sale. Therefore, in terms of para 11 (a) of the Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India, the Company is not required to prepare the Consolidated Financial Statements.

16 The Company has prepared the financial statements for the eighteen months ended 31.03.2009 on a "Going Conern Basis" since the Company is confident that its profitablity will improve in future in view of the following:

a) A new activity of trading (in various fertilizers and other agri inputs ) which the Company will commence in association with a "statagic investor" after completing OTS of dues to Banks, and

b) Continued efforts by the Company for improving efficiency, restructuring / rationalisation of operations and optimisation of cost.

17 Company has extended the current financial year by 6 months upto 31/03/2009 in accordance with the approval received by the Company from the Registrar of Companies, Maharashtra State, Mumbai. Acoordingly financial statements for the current financial year have been prepared for a period of 18 months commencing from 01/10/2007 and ending on 31/03/2009.

18 Figures in respect of the previous year have been regrouped wherever necessary.