Notes to Accounts of Indokem Ltd.

Mar 31, 2025

t) Provisions, contingent liabilities and contingent assets:

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event and 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. Provisions are reviewed at each
Balance Sheet date and are adjusted to reflect the current best estimate.

If the effect of the time value of money is material, provisions are discounted using an appropriate pre-tax discount
rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to
the liability. Unwinding of the discount is recognised in the statement of profit and loss as a finance cost.

Contingent liabilities are disclosed by way of a note to the financial statements when there is a possible obligation
arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or
more uncertain future events not wholly within the control of the Company or when there is a present obligation that
arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable
estimate of the amount cannot be made.

Contingent assets are not recognized in financial statements but disclosed when the inflow of economic benefits is
probable. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset
and is recognised.

u) Cash and cash equivalents:

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term
highly liquid investments with original maturities of three months or less that are readily convertible to known amounts
of cash and which are subject to an insignificant risk of changes in value and bank overdrafts. These do not include
bank balances earmarked / restricted for specific purposes.

v) Cash flow statement:

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is
adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts
or payments.

w) Earnings per share:

1) Basic earnings per share:

Basic earnings per share is calculated by dividing the profit / (loss) after tax attributable to owners of the Company
by the weighted average number of equity shares outstanding during the financial year.

2) Diluted earnings per share:

Diluted earnings per share is calculated by dividing the profit / (loss) after tax as adjusted for dividend, interest
and other charges to expense or income relating to dilutive potential equity shares, by the weighted average
number of equity shares considered for deriving basic earnings per share and the weighted average number of
equity shares which could have been issued on the conversion of all dilutive potential equity shares.

x) Business combinations and Goodwill

Acquisitions of business are accounted for using the acquisition method. The consideration transferred in a business
combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets
transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity
interest issued by the Company in exchange of control of the acquiree. Acquisition related costs are recognised in
profit and loss as incurred.

A business combination involving entities or businesses under common control is a business combination in which
all of the combining entities or businesses are ultimately controlled by the same party or parties both before and after
the business combination and the control is not transitory. The transactions between entities under common control
are specifically covered by Ind AS 103. Such transactions are accounted for using the pooling-of-interest method.
The assets and liabilities of the acquired entity are recognised at their carrying amounts of the Company''s financial
statements.

Purchase consideration paid in excess / shortfall of the fair value of identifiable assets and liabilities including
contingent liabilities and contingent assets, is recognised as goodwill / capital reserve respectively, except in case
where different accounting treatment is specified in the court approved scheme.

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the
business less accumulated impairment losses, if any.

y) Ind AS 108: Segment Reporting:

Ind AS 108 establishes standards for the way that public business enterprises report information about operating
segments and related disclosures about products and services, geographic areas, and major customers.

Based on “Management Approach” as defined in Ind AS 108 - Operating segments, the operating segments are
reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief
operating decision maker of the Company is responsible for allocating resources and assessing performance of the
operating segments and accordingly is identified as the chief operating decision maker.

2.2 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
notified Ind AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback
transactions, applicable to the Company w.e.f. April 1,2024. The Company has reviewed the new pronouncements
and based on its evaluation has determined that it does not have any significant impact in its financial statements.

(i) Capital inaiiayeiiieiii

For the purpose of the Company''s capital management, equity includes issued equity 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 shareholder value. The Company''s capital management objectives are to
maintain equity including all reserves to protect economic viability and to finance any growth opportunities that may
be available in future so as to maximise shareholders'' value. The Company is monitoring capital using debt equity
ratio as its base, which is debt to equity. The Company manages its capital to ensure that the Company will be able
to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt
and equity balance. The capital structure of the Company consists of debt which includes the borrowings, cash and
cash equivalents including short term bank deposits, equity comprising issued capital, reserves and non-controlling
interests. The gearing ratio for the year is as under:

Fair Value Hiearchy :

The fair value hierarchy is based on the inputs to valuation techniques that are used to measure fair value that are
either observable or unobservable and consists of the following three levels :

Level 1- Level 1 heirarchy includes financial instruments measured using quoted prices and mutual funds are
measured using the closing net asset value (NAV)

Level 2 - The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates.
If all significant inputs are required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3 - if one or more of the significant inputs is based on observable market data, the instrument is included in Level 3.

The fair value hierarchy of assets and liabilities measured at fair value as of March 31, 2025 is as follows :

Cash and cash equivalents, other bank balances, trade and other receivables, trade and other payables and othe
financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities or nature o
these instruments.

The fair value of Company''s interest bearing borrowings are determined using amortised cost basis using a discoun
rate that reflects issuer''s borrowing rate as at the end of reporting date.

Financial risk management objectives:

The Company''s activities exposes it to a variety of financial risk viz. market risks, credit risks and liquidity risks. In orde
to manage the aforementioned risks, the Company has a risk management policy and a program that performs closi
monitoring of and responding to each risk factors.

Market risk:

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change:
in market prices. Such changes in the values of financial instruments may result from changes in the foreign currenc
exchange rates, interest rates and other market changes.

Foreign currency risk:

Foreign currency risk mainly arises from transactions undertaken by an operating unit in currencies other than it:
functional currency. The carrying amount of Company''s financial assets and financial liabilities denominated in foreigi
currencies at the reporting date are as follows :

appreciation / depreciation or the respective foreign currencies with respect to the functional currency or the
Company would result in decrease / increase in the Company''s profit before tax by approximately ?22.17 lakhs (net)
for the year ended March 31,2024.

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 does not have significant floating interest rate borrowings during the
year ended March 31,2025 and March 31,2024. Hence, the Company is not exposed to significant interest rate risk
as at the respective reporting dates.

Credit risk:

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum
exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivables are typically
unsecured and are derived from revenue earned from customers located in India. Credit risk has always been
managed by the Company through continuously monitoring the creditworthiness of customers to which the Company
grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses
expected credit loss model to assess the impairment loss or gain.

b) Enterprise significantly influenced by the Key Managerial Personnel or their relatives (Contd.)

5) Khatau Leasing and Finance Company Private Limited

6) Prism Plantations Private Limited

7) Khatau Holding and Trading Company Private Limited

8) MKK Holdings Private Limited

9) Priyanilgiri Holdings Private Limited

10) Priyamvada Holdings Limited

11) Orchard Acres

12) Reactive Engineering Private Limited

c) Key management personnel and their relatives

1) Mr. Mahendra K. Khatau (Chairman and Managing Director)

2) Mrs. Asha M. Khatau (Non-Executive Director and wife of Chairman)

3) Mr. Manish M. Khatau (Whole-Time Director and son of Chairman)

4) Mr. Kailash Pershad (Non-Executive Independent Director) till 31.03.24

5) Mr. Bhalchandra G. Sontakke (Non-Executive Indepednet director) till 31.03.24

6) Mrs. Sneha Vidydhar Khandekar (Non-Executive Independent Director)

7) Mr. Suyash Neelkanth Bhise (Non-Exectutive Independent Director)

8) Mr. Adarsh Shukla (Non-Executive Independent Director)

9) Mr. Rahul Singh (Non-Executive Independent Director)

10) Ms. Rupal B. Parikh (Chief Financial Officer)

11) Mr. Rajesh D. Pisal (Company Secretary)

12) Mr. Arup Basu (Managing Director)

13) Mr. Vikas Agarwal (CFO - Refnol Resins and Chemicals Limited ) till 29.09.23.

14) Mr. Bilal Topia (CS, Refnol Resins and Chemicals Limied) till 29.09.23.

15) Mrs. Leela K. Khatau (Consultant, Refnol Resins and Chemicals Limited - mother of Shri Mahendra K.
Khatau - Chiarman) till 29.09.23.

16) Mr. Mukund R. Nagpurkar (Non-Executive Independent Diretor Refnol Resins and Chemicals Limited) till
29.09.23.

d) Key Managerial Personnel Compensation

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

e) The Company has not traded or invested in Crypto currency or Virtual Currency during the year.

f) The Company has 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:

(i) 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

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

g) The Company has 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:

(i) 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

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

h) The Company does not have any 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.)

i) The Company is not declared as willful defaulter by any bank or financial institution or other lender.

j) The Company does not have subsidiary in India. All the subsidiaries are incorporated outside India and therefore
section 2(87) of the Companies Act read with Companies (Restriction on number of Layers) Rules, 2017 is not
applicable to the Company.

Note : * Date or satisfaction of Loan not available.

Note 36 : Figures for previous year have been regrouped, wherever necessary.

As per our attached report of even date

For C N K & Associates LLP For and on behalf of the Board

Chartered Accountants INDOKEM LIMITED

Firm Registration No.: 101961 W / W - 100036

Rachit Sheth Mahendra K. Khatau Manish M. Khatau

Partner Chairman & Managing Director Director

Membership No.: 158289 DIN : 00062794 DIN : 02952828

Rupal B. Parikh Rajesh D. Pisal

Chief Financial Officer Company Secretary

Place: Mumbai Place: Mumbai

Date: May 9, 2025 Date: May 9, 2025

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Mar 31, 2024

a) Vehicles having a written down value of ?180.61 Lakhs as at March 31,2024 (?221 Lakhs as at March 31,2023 & as at April 1,2022 ?132 Lakhs) have been secured against loan from banks / financial Institutions.

b) Title deeds of immovable property are held in the name of the company except as referred to in Note no. 34 (a).

c) Revaluation of Property, Plant, and Equipment:

1. The Company has changed its accounting policy w.e.f. April 1, 2022 with respect to Revaluation model from deemed cost model for the entire class of asset related to free hold and leasehold land.

2. Revaluations of class of asset related to free hold and leasehold land are performed by Independent valuers.

3. The free hold and leasehold land revalued resulting to increase of ?1,666 Lakhs, resulting in a revaluation surplus of ?1,666 lakhs. This surplus has been credited to the revaluation reserve under other Equity.

4. Carrying amount of revalued assets as of March 31,2024 ?4,662 lakhs (under cost model: ?2,651 lakhs), March 31,2023: ?4,120 lakhs (under cost model: ?2,471 lakhs) April 1,2022: ?4,161 lakhs (under cost model: ?2,494 lakhs)

5. Depreciation on the revalued amount for the year ended March 31, 2024, March 31, 2023 and April 1, 2022 amounted to ?17 lakhs respectively.

(ii) Rights, preference and restrictions attached to shares:

Equity shares:

The Company has only one class of equity shares having par value of ?10/- per share. Each holder of the equity share is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Nature and purpose of other reserves:

Securities premium

Securities premium reserve is used to record premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Capital reserve

Capital reserve includes amounts realised on forfeiture of shares and reserves acquired on previous amalgamations. General reserve

General reserve consists of reserve created on account of the difference between the fair valuation of assets and liabilities acquired by Company vis-a-vis the share capital it issued on amalgamation with its subsidiary companies vide Amalgamation Scheme approved by the Honorable High Court of Bombay.

(ii) Unsecured preference shares

The 8% non-cumulative, redeemable preference shares amounting to ?207 lakhs were allotted on February 11,2016. The terms of redemption have been extended to February 10, 2025, and the company is expecting a further extension with the necessary approval.

(iii) Unsecured loans from financial institutions

Loans from financial institutions are secured against pledging of investments held by promoters in personal capacity. It carries a rate of interest ranging from 9% to 19% p.a.

(iv) Unsecured loans from related parties

Unsecured loans from related parties do not have any specific repayment schedule. Hence it has been classified under Short Term Borrowings.

Note 23 : Financial instruments (i) Capital management

For the purpose of the Company''s capital management, equity includes issued equity 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 shareholder value. The Company''s capital management objectives are to maintain equity including all reserves to protect economic viability and to finance any growth opportunities that may be available in future so as to maximise shareholders'' value. The Company is monitoring capital using debt equity ratio as its base, which is debt to equity. The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Company consists of debt which includes the borrowings , cash and cash equivalents including short term bank deposits, equity comprising issued capital, reserves and non-controlling interests. The gearing ratio for the year is as under:

Fair Value Hiearchy :

The fair value hierarchy is based on the inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels :

Level 1- Level 1 heirarchy includes financial instruments measured using quoted prices and mutual funds are measured using the closinge net asset value (NAV)

Level 2 - The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs are required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3 - if one or more of the significant inputs is based on observable market data, the instrument is included in Level 3.

The fair value hierarchy of assets and liabilities measured at fair value as of March 31,2024 is as follows :

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

Cash and cash equivalents, other bank balances, trade and other receivables, trade and other payables and other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities or nature of these instruments.

The fair value of Company''s interest bearing borrowings are determined using amortised cost basis using a discount rate that reflects issuer''s borrowing rate as at the end of reporting date.

Financial risk management objectives:

The Company''s activities exposes it to a variety of financial risk viz. market risks, credit risks and liquidity risks. In order to manage the aforementioned risks, the Company has a risk management policy and a program that performs close monitoring of and responding to each risk factors.

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates and other market changes.

Foreign currency risk:

Foreign currency risk mainly arises from transactions undertaken by an operating unit in currencies other than its functional currency. The carrying amount of Company''s financial assets and financial liabilities denominated in foreign currencies at the reporting date are as follows : 5% appreciation / depreciation of the respective foreign currencies with respect to the functional currency of the Company would result in decrease / increase in the Company''s profit before tax by approximately ?63.48 lakhs (net) for the year ended April 1,2022

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 does not have significant floating interest rate borrowings during the year ended March 31, 2024, March 31, 2023 and April 1, 2022. Hence, the Company is not exposed to significant interest rate risk as at the respective reporting dates.

Credit risk:

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivables are typically unsecured and are derived from revenue earned from customers located in India. Credit risk has always been managed by the Company through continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain.

The responsibility for liquidity risk management rests with the Board of Directors, which has an appropriate liquidity risk management framework for the management of the Company''s short, medium and longterm funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities by regularly monitoring forecast and actual cash flows.

II. Defined benefit plans A) Gratuity

The Gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the plan, qualifying employees are entitled to Gratuity depending upon the number of years of service rendered by them subject to minimum specified number of years of service and the salary at time of retirement / resignation.

B) Compensated absences

Accumulated compensated absences, which are expected to be availed or encashed beyond 12 months from the end of the year end are treated as other long term employee benefits for measurement purpose. The Company''s liability is actuarially determined by an independent actuary using the Projected Unit Credit Method at the end of each year. Actuarial losses / gains are recognised in the Statement of Profit and Loss in the year in which they arise.

Note 25 : Operating leases

The Company has taken office, factory spaces and warehouses under cancellable operating leases for periods ranging from 11 months to 3 years. Lease arrangements are usually renewable on mutually agreed terms and are cancellable by written notice.

Note 26 : Segment reporting Business Segment:

The Company operates in two segment viz. textile dyes and chemicals and electrical capacitors, however the segment reporting for electrical capacitors is not disclosed separately, as the same does not qualify for separate disclosure as per Ind AS 108 on operating segments.

Note 27 : Deferred tax

Deferred tax asset on carry forward of unused tax losses and unused tax credits has not been recognised because it is not probable that future taxable profit will be available against which the Company can use the benefits therefrom.

Details of business loss and unabsorbed depreciation carry forward in future till assessment year 2023-24 is as follows.

Note 29 : Expenditure on Corporate Social Responsibility (CSR)

There is no amount required to be spent by the Company during the year towards Corporate Social Responsibility in terms of Section 135 of the Companies Act, 2013.

Note 30 : Managerial Remuneration

In view of inadequacy of profits of the year 2023-24 the total remuneration paid by the Company to its Directors including Managing Director (MD) was in accordance with the limits prescribed under section 197 read with Schedule V of the Companies Act, 2013.

Note 31: (A) Additional Disclosures

The Company has changed its accounting policy w.e.f. April 1,2022 with respect to Revaluation model for the entire class of asset related to free hold and leasehold land and Provisioning for its recoverable financial assets. Under existing accounting policy, the company had opted for deemed cost model for entire class of asset related to free hold and leasehold land. Under the new accounting policy, the company has changed from deemed Cost model to Revaluation model for the entire class of asset related to free hold and leasehold land and has modified its provisioning for its recoverable financial assets. The aforesaid change, being in line with the Generally Accepted Accounting Principles, will result into reporting for such obligations on a more realistic basis.

As required by Ind AS - 8 “Accounting Policies, Changes in Accounting Estimates and Errors”, the Company has retrospectively restated its Balance Sheet as at March 31,2023, as at April 1,2022 and Statement of Profit and Loss for the year ended on March 31,2023 to give impact for change in accounting policy.

The impact of said changes in the accounting Policy on this financial results are as under:

Note 31: (B) Scheme of Arrangement and Amalgamation

In terms of the Scheme of Arrangement and Amalgamation (“the Scheme”) under sections 230 to 232, read with the Companies ( Compromises, Arrangements and Amalgamations ) Rules 2016 or any other provisions of the Companies Act 2013, sanctioned by the order dated September 25, 2023 of The National Company Law Tribunal ( NCLT ) Mumbai Bench, effective from September 29, 2023. The Appointed date of the Scheme being April 1,2021, the previous years'' ( F.Y. 2021-22 ), figures of Balance Sheet, Statement of Profit & Loss ( including Other Comprehensive Income ) & Statement of Cash Flows have been restated.Since the amalgamated entities are under common control, the accounting of the said amalgamation has been done applying Pooling of Interest method as prescribed in Appendix C of Ind AS 103 ‘Business Combinations''.

1. Refnol Resins and Chemicals Limited (Refnol ) and hereinafter referred to as Transferor company is amalgamated

with Indokem Limited ( Company ) under the “Pooling of Interest Method” from the appointed date April 1, 2021.

Transferor company (“Refnol”) is engaged in the Texitle and other chemicals business.

2. In accordance with the Scheme and as per the approval granted by the Hon''ble NCLT , Mumbai Bench Court II :

i. The assets, properties, liabilities, rights and obligations of the Transferor company have vested in the Company with effect from the appointed date.

ii. Inter corporate investments / deposits / loans / advances outstanding between the Company and the Transferor company have been cancelled.

iii. The sales / purchases / income / expenses arising between the Company and the Transferor company have been cancelled.

iv. In terms of the Scheme of Amalgamation, 1153 shares of ?10/- each fully paid-up of Indokem Limited would be issued for every 1000 shares held in Refnol Resins and Chemicals Ltd. Accordingly 35,62,654 shares of Indokem Limited will be issued to shareholders of Refnol Resins and Chemicals Limited.

v. As required by the Scheme, Capital Reserve of Indokem Limited has been adjusted to the extent of ?47.28 lakhs towards difference between net value of assets and liabilities and reserves of the Transferor Company over the face value of the shares to be allotted.

vi. The authorised share capital of the Company has been increased at the time of issue of shares.

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

e) The Company has not traded or invested in Crypto currency or Virtual Currency during the year.

f) The Company has 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:

(i) 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

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

g) The Company has 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:

(i) 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

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

h) The Company does not have any 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.)

i) The Company is not declared as willful defaulter by any bank or financial institution or other lender.

j) The Company does not have subsidiary in India. All the subsidiaries are incorporated outside India and therefore section 2(87) of the Companies Act read with Companies (Restriction on number of Layers) Rules, 2017 is not applicable to the Company.

Note 36:Additional Disclosure

With reference to maintaining its books of accounts using audit trails (edit log) feature, in terms of the Scheme of Arrangement and Amalgamation, the company “Refnol Resins and Chemicals Limited” (Transferor company) is amalgamated with Indokem Limited with effect from September 29, 2023. In case of above transferor company, the said company has not used accounting software which has a feature of recording audit trails (edit log) facility for the period April 1,2023 to September 29, 2023.

Note 38 : Figures for previous year have been regrouped, wherever necessary.

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Mar 31, 2016

1 (a) Rights etc. attached to Equity Shares :

Equity shares having face value of Rs. 10/- per share.Each shareholder is eligible for one vote per share held.

(b) Details of shares held by the shareholders holding more than 5% of the aggregate shares in the Company:

Notes

2 Additions to Capital Reserve amounting to Rs. Nil (Rs. 3,21,51,383/-) represents reinstatement of Interest receivable / Loan receivable from a Company upon determination of its realisability which was written off as “Nil” upon amalgamation/ merger of group companies in earlier years on fair value approach as per scheme of amalgamation approved by the court and Rs. Nil (Rs. 48,58,058/-) arising out of amalgamation of Indokem Limited with Khatau Capacitors Private Limited and Indokem Exports Limited in Previous Year

3 Deduction in Capital Reserve amounting to Rs. 48,58,058/- is on account of disposal of investment of Khatau Capacitors Private Limited in the shares of Indokem Limited acquired during amalgamation of Indokem Limited, Khatau Capacitors Private Limited and Indokem Exports Limited during 20142015 as per the scheme of amalgamation and represents difference between cost and face value of the said investment.

4 In previous year, depreciation of earlier years charged to Profit & Loss A/c represents impact on opening WDV of Fixed Assets due to adoption of depreciation method as per Companies Act 2013.

Notes: Details of Security & Terms of Repayment

i) Vehicle loan amounting to Rs. 7.82 lakhs (Rs. 18.99 lakhs) repayable in monthly installments, last installment due on 10th November 2017 and is secured against specific vehicle

ii) Vehicle loan amounting to Rs. 82.11 lakhs (Rs. Nil) repayable in monthly installments, last installment due on 7th February 2021 and is secured against specific vehicle

iii) Vehicle loan amounting to Rs. 8.56 lakhs (Rs. Nil) repayable in monthly installments, last installment due on 5th September 2019 and is secured against specific vehicle

iv) Vehicle loan amounting to Rs. 6.40 lakhs (Rs. Nil) repayable in monthly installments, last installment due on 5th September 2019 and is secured against specific vehicle

v) Loans from related parties are generally of long term nature. However no repayment schedule is specified

5. Contingent Liabilities:

a) Disputed Income Tax demand in appeal Rs. 777.97 lakhs (Rs. 611.82 lakhs).

b) Sales Tax demand amounting to Rs. 30.49 lakhs (Rs. 30.49 lakhs), under appeal (Net of paid Rs. 3.15 lakhs)

c) Interest demand on Service Tax Rs. 2.78 lakhs (Rs. 2.78 lakhs)

d) Claims against the Company not acknowledged as debts Rs. 74.25 lakhs (Rs. 84.25 lakhs)

e) Custom Duty, if any payable in the event of non-fulfillment of export obligations in respect of Advance License availed amounting to Rs. 26.46 lakhs (Rs. 30.27 lakhs).

6. a) Secured Loan of Rs. 1410 lakhs due to a bank in pursuant to One Time Settlement reached in the

past has been settled during the year for Rs. 1850 lakhs (Net of margin money of Rs. 27.04 lakhs). The impact of additional interest amounting to Rs. 164.06 lakhs and gain on settlement of principal amount of Rs. 68.15 lakhs is accounted during the year.

b) As regards the old debtors amounting to Rs. 306.52 lakhs, since the Company is in process of recovering these amounts, no provision has been made for doubtful debtors.

c) The inventories of Ankleshwar Plant brought to Mumbai has been valued at Rs. 186.25 lakhs at the year end is as certified by the management only.

7. In the opinion of the Board, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business. The provision for depreciation, and all known liabilities are adequate and not in excess of the amounts considered reasonably necessary. No personal expenses have been charged to revenue accounts.

8. In the absence of necessary information relating to the suppliers registered as Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006, the Company has not been able to identify such suppliers and disclose the information required under the said Act relating to them.

9. In the opinion of the management no provision for impairment in the value of fixed assets of Ankleshwar factory is necessary considering excess of realizable value of such fixed assets as against its carrying amounts in the books of accounts on overall basis.

10. In view of continuous losses, no provision has been made for Deferred Tax Asset (Net) arising out of carry forward losses, depreciation etc. as per prudential norms for recognition as specified in Accounting Standard No 22 on Accounting for taxes on income as issued by the Institute of Chartered Accountants of India. Debit balance of Deferred Tax Assets amounting to Rs. 5.72 lakhs representing balance transferred from one of the transferor companies viz. Khatau Capacitors Private Limited in pursuance to the Scheme of Amalgamation entered during last year has been written off under deferred tax expenses during the current year.

11. Interest paid on Loans includes a sum of Rs. 93.47 Lakhs (Rs. 95.42 lakhs) paid to Directors.

12. Previous period''s figures have been regrouped / rearranged wherever necessary.

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Mar 31, 2015

1.Contingent Liabilities:

a) Disputed Income Tax demand on appeal Rs. 611.82 lacs (Rs. 446.77 lacs).

b) Sales Tax demand amounting to Rs. 30.49 lacs (Rs. 30.49 lacs), under appeal (Net of paid Rs. 3.15)

c) Interest demand on Service Tax Rs. 2.78 lacs (Rs. 2.78 lacs)

d) Claims against the Company not acknowledged as debts Rs. 84.25 lacs (Rs.. 84.25 lacs )

e) Custom Duty, if any payable in the event of non-fulfllment of export obligations in respect of advance license availed amounting to Rs. 30.27 lacs ( Rs. 34.27 lacs).

2. a) Secured Loan represents amount of Rs. 1410 lacs due to bank in pursuant to One Time Settlement reached in the past .

The Company has not repaid any amount during the year and continued to provide interest at the normal rate since the date of settlement and total interest provision up to the year end is Rs. 370 lacs. The Company has further negotiated with the concerned bank in subsequent year i.e. in financial year 2015-16 and settled the total dues at Rs. 1850 lacs (net of margin money realization of Rs. 27.13 lacs) and the same has been fully repaid. The Impact of additional interest amounting to Rs. 164.06 lacs and gain on settlement of principal amount of Rs. 67.39 lacs is accounted in the year of settlement.

b) As regards the old debtors amounting to Rs. 306.52 lacs, since the Company is in process of recovering these amount, no provision has been made for doubtful debtors.

c) The inventories of Ankleshwar plant brought to Mumbai has been valued at Rs. 333.26 lacs at the year end is as certifed by the management only.

3. The Company has changed the method of depreciation on fixed assets in pursuance to the provisions contained in the Companies Act 2013 ("The Act") w.e.f 1/4/2014 and amortized the net carrying value of the fixed assets over its useful lives as specified in Part 'C' of the Schedule II of the Act. Based on the transitional provisions therein, an amount of Rs. 1.73 lacs has been debited to the opening balance of Profit and Loss Account being balance value of the fixed assets whose useful lives have already expired as at the beginning of the year.

4. In the opinion of the Board, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business. The provision for depreciation, and all known liabilities are adequate and not in excess of the amounts considered reasonably necessary. No personal expenses have been charged to revenue accounts.

5. The Company has reinstated Rs. 321.51 lacs towards interest and loan receivable by crediting Capital Reserve upon determination of its virtual certainty of recovery. The said amount represents the balance which was taken at "NIL" value from amalgamating Companies in the past based on fair valuation at that point of time and as per the Scheme of amalgamation / merger approved by the Hon'ble High Court of Judicature at Bombay.

6. In the absence of necessary information relating to the suppliers registered as Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006, the Company has not been able to identify such suppliers and disclose the information required under the said Act relating to them.

7. In the opinion of the management no provision for impairment in the value of fxed assets of Ankles war factory is necessary considering excess of realizable value of such fixed assets as against its carrying amounts in the books of accounts on overall basis.

8. In view of continuous losses, no provision has been made for Deferred Tax Asset (Net) arising out of carry forward losses, depreciation etc. as per prudential norms for recognition as specifed in Accounting Standard No 22 on Accounting for taxes on income as issued by the Institute of Chartered Accountants of India. Debit balance of Deferred Tax Assets amounting to Rs. 5.72 lacs represents balance transferred from one of the transferor companies viz. Khatau Capacitors Pvt Ltd (KCPL) in pursuance to the Scheme of amalgamation entered during the year and will be reviewed on overall basis of the Company in future year.

* Excludes provision for gratuity, where the actuarial valuation is done on overall Company basis

9. Interest paid on Loans includes a sum of Rs. 95.42 Lacs (Rs. 63.37 lacs) paid to directors.

10. Related Party Disclosure: List of Related Parties :

( A ) Key Management Personnel and their relatives

1. Mr. M. K. Khatau Chairman and Managing Director

2. Mrs. Leela K Khatau Mother of Mr. M. K. Khatau and

Director of the Company

3. Mrs. Asha M Khatau Spouse of Mr. M. K. Khatau and

Director of the Company

4. Mr. Manish M Khatau Son of Mr. M. K. Khatau

( B ) Associates :

(i) Priyamvada Holdings Limited

(ii) Orchard Acres

(C) Enterprises signifcantly infuenced by the Key Management Personnel or their relatives (i) Refnol Resins and Chemicals Limited (ii) Spiweld Chemtrade Pvt. Ltd. (iii) Asha Marine Products Pvt. Ltd. (iv) Samudra Dyechem Pvt.Ltd. (v) Formost Chemicals Pvt. Ltd. (vi) Textomax Chemicals Pvt. Ltd.

*Excludes provision for Gratuity, where the actuarial valuation is done on overall Company basis

11. Scheme of Arrangement and Amalgamation

A. In terms of the Scheme of Arrangement and Amalgamation ("the scheme") under sections 391 to 394, read with sections 100 to 103 of Companies Act 1956 or any other corresponding provisions of the Companies Act 2013, sanctioned by the order dated 4th September 2015, of the Hon'ble High Court of Judicature at Bombay, effective from 30.09.2015 :

1. Indokem Exports Limited (IEL) and Khatau Capacitors Private Limited (KCPL) hereinafter referred to as transferor Companies are amalgamated with Indokem Limited under the "purchase method" from the appointed date 1st April 2014. Transferor Company 1 ("IEL") is engaged in the Textile dyes and chemicals business and Transferor company 2 ("KCPL") is engaged in the business of manufacturing and dealing in electrical capacitors.

2 In accordance with the scheme and as per the approval granted by the Hon'ble High Court of Bombay -

i. The assets, properties, liabilities, rights and obligations of the Transferor Companies have vested in the Company with effect from the appointed date.

ii. The assets and liabilities of the Transferor companies have been recorded at their book values as provided in the scheme.

iii. Inter corporate investments/deposits/loans/advances outstanding between the Company and the Transferor companies have been cancelled except for items mentioned in pares vi vii & ix where the impact of cancellation is shown separately as acquired under amalgamation.

iv. The sales/ purchases/income/expenses arising between the Company and the Transferor Companies have been cancelled.

v. According to the scheme of Amalgamation 8 % non cumulative redeemable preference shares of Rs. 10/- each amounting to Rs. 2,07,09,780/- would be issued to the shareholders of Transferor Companies as under :

invoked Exports Limited : 3,25,978 shares at Rs. 10/ per share amounting to

Rs. 32,59,780/- ( Ignoring fractional shares ) Khatau Capacitors Pvt.Ltd. : 17,45,000 shares at Rs. 10/- per share amounting to

Rs. 1,74,50,000/- The same has been shown as Share Capital Suspense in the Balance Sheet.

vi. The investment of the Transferor Company 2 ("KCPL") in the shares of the Company and acquired during amalgamation at book value of Rs. 47,77,782/- has been held for disposal.

vii. The face value of shares of the Company held by Transferor Company 2 ("KCPL") amounting to Rs. 96,35,840/- is held for disposal and has been reduced from the issued capital of the Company.

viii. The authorized share capital of the Company will be increased at the time of issuance of 8% non-cumulative redeemable preference shares.

ix. Investment of the Company in the Optionally Convertible Debentures of the Transferor Company 2 ("KCPL") to the extent of Rs. 81,84,600/- has been held for redemption.

x. The difference of Rs. 48,58,058/- between the face value of shares of the Company held by the Transferor Company 2 ("KCPL") and the book value of the shares acquired during amalgamation has been credited to Capital Reserve.

xi. During the process of amalgamation Net Goodwill of Rs. 132.53 lacs has been created and shown as additions to Intangible Fixed Assets. (Refer note no 12)

B. The aforesaid accounting treatment is pursuant to the Scheme as sanctioned by the Court.

12. Previous period's figures have been regrouped / rearranged wherever necessary.

13. Figures of current year are inclusive of transferor companies' financial results and hence not comparable with those of previous year.

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Mar 31, 2014

NOTE NO. 1.

NOTES TO THE FINANCIAL STATEMENTS.

Corporate Information

The Company deals in dyes, sizing chemicals and auxiliaries used in Textile industry. It has Head office at Mahim, Mumbai and branch offices at Ahmedabad, Delhi and Coimbatore. It has manufacturing and warehouse facility at Dahisar Mori near Mumbai and warehouses at Ahmedabad and Coimbatore locations and manufacturing facilities at Ambernath .

NOTE NO.2

1. Contingent Liabilities:

a) Disputed Income Tax demand on appeal Rs. 446.77 lacs (Rs. 115.41 lacs).

b) Sales Tax demand amounting to Rs. 30.49 lacs (Rs. 30.49 lacs), under appeal (Net of paid Rs. 3.15)

c) Interest demand on Service Tax Rs. 2.78 lacs (Rs. 2.78 lacs)

d) Claims against the Company not acknowledged as debts Rs. 84.25 lacs (Rs. 88.66 lacs )

e) Guarantees given by the Company:

i) The Company has given counter guarantee for Rs. nil ( Rs. 570/- lacs) against the facilities availed by M/s Khatau Leasing & Finance Company Pvt. Ltd. and M/s Khatau Holdings & Trading Pvt. Ltd. towards working capital facilities from bank.

ii) Guarantee given to Gujarat Pollution Control Board Rs. 25000/ (Rs. Nil)

f) Custom Duty, if any payable in the event of non-fullflment of export obligations in respect of Advance License availed amounting to Rs. 34.27 lacs ( Rs. 36.77 lacs).

2. The audited financial result for the accounting period is for 12 months and that of previous year is for 6 months and hence not comparable.

3. a) The written down value of Factory Building and Plant at Ankleshwar held for disposal is Rs. 468.49 Lacs as against the scrap value remaining to be adjusted amounting to Rs. 353.60 lacs The Company has discontinued providing depreciation on these fixed assets from the date they have been held for disposal.

b) Inventories at Ankleshwar Plant have been evaluated at Rs. 367.61 lacs against its book value of Rs. 412.17 lacs and the same have been transferred to Dahisar Mori godown of the Company at Mumbai at the evaluated amount and has been included as inventory of the Company lying at the said godown at the same value as at the year end. In the opinion of the management the said inventories are usable for trading operations of the Company at Mumbai.

4. a) Secured Loan represents amount of Rs. 14.10 crores due to bank pursuant to One Time Settlement reached in past. The Company has not repaid any amount during the year and provided interest of Rs. 148.05 lacs as per agreed rate at the time of settlement. In the absence of any further information and in the opinion of management the validity of terms of settlement is not changed and no provision of penal interest is required.

b) As regards the old debtors amounting to Rs. 247.10 lacs, since the Company is in process of recovering these amount, no provision has been made for doubtful debtors.

5. The Company has paid ESIC dues upto the date of closure of Ankleshwar Plant as per demand received and written back balance outstanding amount of Rs. 18.95 lacs and management expects no further liability in respect of the same.

6. In the opinion of the Board, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business. The provision for depreciation, and all known liabilities are adequate and not in excess of the amounts considered reasonably necessary. No personal expenses have been charged to revenue accounts.

7. In the absence of necessary information relating to the suppliers registered as Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006, the Company has not been able to identify such suppliers and disclose the information required under the said Act relating to them..

8. In the opinion of the management no provision for impairment in the value of fixed assets of Ankleshwar factory is necessary considering excess of realizable value of such fixed assets as against its carrying amounts in the books of accounts on overall basis.

9. In view of continuous losses, no provision has been made for Deferred Tax Asset (Net) arising out of carry forward losses, depreciation etc. as per prudential norms for recognition as specified in Accounting Standard No 22 on Accounting for taxes on income as issued by the Institute of Chartered Accountants of India

10. Interest paid on Loans includes a sum of Rs. 63.37 Lacs (Rs. 28.96 lacs) paid to Directors.

11. Related Party Disclosure: (Details restricted to transactions during the year only) (A) Particulars of Subsidiary / Associate Companies

Name of the Related Party Nature of Relationship

1 Refnol Resin and Chemicals Ltd. Associate Company

2 Khatau Leasing and Finance Co. Pvt. Ltd. Associate Company

3 Vindhyapriya Holdings Pvt. Ltd. Associate Company

4 Emerald Capital Services Pvt. Ltd. Associate Company

5 Priyanilgiri Holdings Pvt. Ltd. Associate Company

6 Khatau Holdings & Trading Co. Pvt. Ltd. Associate Company

7 MKK Holdings Pvt. Ltd. Associate Company

8 Indokem Exports Ltd. Associate Company

9 Indokem Overseas Ltd. Associate Company

10 Priyamvada Holdings Ltd. Associate Company

11 Asha Marine Products Pvt. Ltd. Associate Company

Name of the Related Party Nature of Relationship

12 Prerana Leasing and Finance Pvt. Ltd. Associate Company

13 Prism Plantations Pvt. Ltd. Associate Company

(B) Key Management Personnel and their relatives

1. Mr. M. K. Khatau Chairman and Managing Director

2. Mrs. Leela K Khatau Mother of Mr. M. K. Khatau and

Director of the Company

3. Mrs. Asha M Khatau Spouse of Mr. M. K. Khatau and

Director of the Company

4. Mr. Manish M Khatau Son of Mr. M. K. Khatau

12. Previous period''s figures have been regrouped / rearranged wherever necessary.

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Mar 31, 2013

Corporate Information

The Company deals in dyes, sizing chemicals and auxiliaries used in Textile industry. It has Head Offce at Mahim, Mumbai and branch offces at Ahmedabad Delhi and Coimbatore. It has godown at Dahisar Mori near Mumbai and at Ahmedabad and Coimbatore locations.

1. Contingent Liabilities:

a) Disputed Income Tax demand on appeal Rs. 115.41 lacs (Rs..21.89 lacs).

b) Sales Tax demand amounting to Rs. 30.49 lacs (Rs. 30.49 lacs), under appeal.

c) Interest demand on Service Tax Rs. 2.78 lacs (Rs. 2.78 lacs)

d) Claims against the Company not acknowledged as debts Rs. 84.25 lacs (Rs. 90.16 lacs )

e) Guarantees given by the Company:

i) On account of guarantee given on behalf of Indokem Exports Limited, Rs. Nil (Rs. 230.00 lacs) in respect of facilities availed from a bank. Amount outstanding as at 31st March, 2013 was Rs. Nil (Rs. 131.43 lacs).

ii) On account of guarantee given to a bank on behalf of Indokem Overseas Limited for Credit facility of Rs. Nil (Rs. 225.00 lacs).

iii) The Company has given Corporate guarantee for Rs. 570.00 lacs (Rs. 570.00 lacs) as counter guarantee against the facilities availed by M/s. Khatau Leasing & Finance Co. Pvt. Ltd and M/s. Khatau Holdings & Trading Co. Pvt. Ltd towards working capital facilities from Bank.

iv) To Sales Tax Authorities (New Delhi) towards registration of Shubhlabh Chemicals Pvt. Ltd. and Khatau Agrotech Ltd. amount totaling to Rs. Nil (Rs. 5.00 lacs).

f) Custom Duty, if any payable in the event of non-fullflment of export obligations in respect of Advance License availed amounting to Rs. 36.77 lacs (Rs. 33.91 lacs).

2. The audited fnancial result for the accounting period is for 6 months and that of previous year is for 18 months and hence not comparable.

3. a) The written down value of Factory Building and Plant at Ankleshwar held for disposal is Rs. 481.23 lacs as against the scrap value remaining to be adjusted amounting to Rs. 353.60 lacs. The Company has discontinued providing depreciation on these fxed assets from the date they have been held for disposal.

b) Inventories at Ankleshwar Plant could not be physically verifed and has been valued at Rs. 412.17 lacs after writing off a sum of Rs. 45.11 lacs for obsolescence on the basis of technical evaluation by management. The said plant is under process of dismantalation.

4. a) Secured Loan represents amount of Rs. 14.10 crores due to bank pursuant to One Time Settlement reached last year. The Company has not repaid any amount during the year and provided interest of Rs. 74.02 lacs as per agreed rate at the time of settlement. In the absence of any further information and in the opinion of management the validity of terms of settlement is not changed and no provision of penal interest is required.

b) As regards the old debtors amounting to Rs. 346.19 lacs , since the Company is in process of recovering these amounts, no provision has been made for doubtful debtors.

5. In the opinion of the Board, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business. The provision for depreciation, and all known liabilities are adequate and not in excess of the amounts considered reasonably necessary. No personal expenses have been charged to revenue accounts.

6. In the absence of necessary information relating to the suppliers registered as Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006, the Company has not been able to identify such suppliers and disclose the information required under the said Act relating to them.

7. In the opinion of the management no provision for impairment in the value of fxed assets of Ankleshwar factory is necessary considering excess of realizable value of such fxed assets as against its carrying amounts in the books of accounts on overall basis.

8. In view of continuous losses, no provision has been made for Deferred Tax Asset (Net) arising out of carry forward losses, depreciation etc. as per prudential norms for recognition as specifed in Accounting Standard No 22 on Accounting for taxes on income as issued by the Institute of Chartered Accountants of India.

9. Interest paid on loans includes a sum of Rs. 28.96 Lacs (Rs. 80.77 lacs) paid to Directors.

10. Related Party Disclosure: (Details restricted to transactions during the year only)

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Sep 30, 2012

Corporate Information

The Company deals in dyes, sizing chemicals and auxiliaries used in textile industry. It has head office at Mahim, Mumbai and branch offices at Ahmedabad, Delhi and Coimbatore. It has godowns at Dahisar Mori - Mumbai, Ahmedabad and Coimbatore locations.

1. Contingent Liabilities:

a) Disputed Income Tax demand on appeal Rs. 21.89 lacs (Rs. 197.02 lacs).

b) Sales Tax demand amounting to Rs. 30.49 lacs (Rs. 120.37 lacs), under appeal.

c) Interest demand on Service Tax Rs. 2.78 lacs (Rs. 2.78 lacs).

d) Claims against the Company not acknowledged as debts Rs. 90.16 lacs (Rs. 96.21 lacs).

e) Guarantees given by the Company:

i) On account of guarantee given on behalf of Indokem Exports Limited, Rs. 230.00 lacs (Rs. 230.00 lacs) in respect of facilities availed from a bank. Amount outstanding as at 30th September, 2012 Rs. 131.43 lacs (T131.43 lacs).

ii) On account of guarantee given to a bank on behalf of Indokem Overseas Limited for Credit facility of Rs. 225.00 lacs (Rs. 225.00 lacs), total outstanding as at September 30, 2012 was Rs. 131.43 lacs (Rs.131.43 lacs). In this regard, the Company has availed counter guarantee from Indokem Overseas Limited.

iii) The Company has given counter guarantee for Rs. 570.00 lacs (Rs. 570.00 lacs) against the guarantee availed from M/s. Khatau Leasing & Finance Co. Pvt. Ltd and M/s. Khatau Holdings & Trading Co. Pvt. Ltd. towards working capital facilities from Bank.

iv) To Sales Tax Authorities (New Delhi) towards registration of Shubhlabh Chemicals Pvt. Ltd. and Khatau Agrotech Ltd. amount totaling to Rs. 5.00 lacs (Rs. 5.00 lacs).

f) For bills discounted with the bankers and outstanding guarantees issued by them amounting to Rs. Nil (Rs. 410.15 lacs).

g) Custom Duty, if any payable in the event of non-fullfilment of export obligations in respect of advance license availed amounting to Rs. 33.91 lacs (Rs. 39.70 lacs).

2. The Company has taken extension for closing its current accounting period to 30th September, 2012 instead of 31s' March, 2012. Hence audited financial results for the current accounting period is for 18 months. Figures of previous year are for 12 months and not comparable.

3. The accounts of the Company has been prepared on the basis of Revised Schedule VI of the Companies Act, 1956 and figures of previous year have been regrouped accordingly.

4. The Company has disposed off its entire investment in its erstwhile subsidiary company viz. Kapsales Electricals Ltd. on 6th April, 2011, and hence consolidated accounts are not given.

5. a) Factory Building and Plant at Ankleshwar has been dismantled and agreed to be sold for lump sum value of scrap amounting to Rs. 848.90 Lacs as against its book value of Rs. 1155.41 Lacs. Loss on the sale of such fixed assets amounting to Rs. 178.88 lacs has been booked on the basis of scrap generated and sold. Being lump sum contract, item wise details of scrap value sold is not available and the same has been adjusted against written down value of the class of the fixed assets proportionately. Total written down value is adjusted in the proportion of scrap sold to the total scrap value received. The Company has discontinued provision of depreciation on such fixed assets from the date the same are held for disposal. At the end of the period, written down value of relevant fixed assets is Rs. 481.23 lacs as against scrap value remaining to be adjusted amounting to Rs. 353.60 lacs.

b) Inventories at Ankelshwar Plant could not be physically verified and has been continued to be valued at Rs. 457.28 lacs based on its opening value. In the absence of any other evidence, the quantum and value of the said inventories is accepted as certified by the management only.

6. Pursuant to One Time Settlement with Bank, the Company has provided for total liability of Rs. 1410.00 lacs and adjusted existing book balance of Rs. 924.60 lacs under various facilities and created debtors unrealised amounting to Rs. 346.19 lacs for bills discounted through bank on the basis of statement from bank in the past. Accordingly balance sum of Rs. 139.21 lacs has been written off to finance costs. As per information and explanation given by the management, the Company is in process of realizing the said debtors and no provision for doubtful debts is required to be created. However, till date, the Company has not paid the agreed amount of first installment of Rs. 13.50 crores by its due date as per the terms of the One Time Settlement.

7. Based on the Report Dt. 29/10/2012 of valuer, the amount of the office premises at Khatau House acquired by the Company pursuant to the scheme of amalgamation with M/s Radio Components and Transistors Co. Ltd. in the previous year has been bifurcated into Land Value of Rs. 503.25 lacs and value of building as Rs. 43.76 lacs as against total value of Rs. 547.01 lacs towards building only in previous year. The balance opening value of the building has been bifurcated into land and building proportionately based on this report and excess depreciation provided in the earlier year amounting to Rs. 7.26 lacs has been written back.

8. The Company has changed method of depreciation on assets pertaining to manufacturing division (except for Ankleshwar Plant) from straight line method to written down value method and accordingly additional depreciation amounting to Rs. 7.23 Lacs due to change in the method has been provided in the accounts.

9. The Company has updated its fixed assets register during the year and written off net values of non existing fixed assets amounting to Rs. 17.08 lacs.

10. In the opinion of the Board, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business. The provision for depreciation, and all known liabilities are adequate and not in excess of the amounts considered reasonably necessary. No personal expenses have been charged to revenue accounts.

11. In the absence of necessary information relating to the suppliers registered as Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006, the Company has not been able to identify such suppliers and disclose the information required under the said Act relating to them.

12. In the opinion of the management no provision for impairment in the value of fixed assets of Ankleshwar factory is necessary considering excess of realizable value of such fixed assets as against its carrying amounts in the books of accounts on overall basis.

13. In view of continuous losses, no provision has been made for Deferred Tax Asset (Net) arising out of carry forward losses, depreciation etc. as per prudential norms for recognition as specified in Accounting Standard No. 22 on Accounting for taxes on income as issued by the Institute of Chartered Accountants of India.

14. Interest paid on Loans includes a sum of Rs. 80.77 Lacs (Rs. 51.47 lacs) paid to directors.

15. Previous year's figures have been regrouped / rearranged wherever necessary.

---

Mar 31, 2010

1. Contingent Liabilities:

a) Disputed Income Tax demand on appeal Rs.11.88lacs (Rs.11.90lacs).

b) Disputed demand for various dues of Gujrat Industrial Development Corporation amounting to Rs. NIL (Rs.49.35 Lacs)

c) Sales Tax demand amounting to Rs.100.94 lacs (Rs. 125.05 lacs), under appeal.

d) Interest demand on Service Tax Rs. 2.78 lacs (Rs. NIL)

e) Claims against the Company not acknowledged as debts Rs 82.25 lacs (Rs. 72.25 lacs)

f) Guarantees given by the Company:

i) On account of guarantee given on behalf of Indokem Exports Limited, Rs.230.00 lacs (Rs.280.00 lacs) in respect of facilities availed from a bank. Amount outstanding as at 31 st March 2010 was Rs. 120.95 lacs (Rs. 175.50 lacs).

ii) On account of guarantee given to a bank on behalf of Indokem Overseas Limited for Credit facility of Rs. 275.00 lacs (Rs.225.00 lacs), total outstanding as at March 31, 2010 was Rs. 127.42 lacs (Rs.204.03 lacs). In this regard, the Company has availed counter guarantee from Indokem Overseas Limited.

iii) The Company has given guarantee to a Bank amounting to Rs.786.00 lacs on behalf of its subsidiary: Kapsales Electricals Ltd for working capital facility. Total outstanding as at 31st March 2010 was Rs. 804.00 lacs (Rs. 379.69 lacs).

iv) The Company has given counter guarantee for Rs.570.00 lacs against the guarantee availed from M/s. Khatau Leasing & Finance Co. Pvt. Ltd and M/s. Khatau Holdings & Trading Co. Pvt. Ltd towards working capital facilities from Bank.

v) To Sales Tax Authorities (New Delhi) towards registration of Shubhlabh Chemicals Pvt. Ltd. and Khatau Agrotech Ltd. amount totaling to Rs. 5.00 lacs (Rs. 5.00 lacs).

g) For bills discounted with the bankers and outstanding guarantees issued by them amounting to Rs. 495.51 lacs (Rs. 801.15 lacs). h) Custom Duty, if any payable in the event of non-fullfilment of export obligations in respect of Advance License availed amounting to Rs.38.36lacs (Rs.26.15lacs).

2. The Companys manufacturing plant at Ankleshwar was not in operation w.e.f. 16th July 2009 due to sealing of entire Factory premises by Gujarat Industrial Development Corporation Ltd.(GIDC), for recovery of their dues. The Company was unable to recover its inventory lying at the Factory premises and other relevant records due to this sudden closure and labour unrest prevailing thereafter. However the company had paid entire dues of GIDC on 31st March 2010 and recovered possession of the factory premises on 15th April, 2010. On acquiring possession it was found that most of the records of the inventories and items of the inventory were found to be stolen/deteriorated in quality or unidentifiable due to closure of factory for prolonged time. Some of the inventories were salvaged and brought to Dahisar Mori godown at Mumbai. Inventory available as on date of possession were reviewed and inspected technically by the technical staff of the Company and the same has been considered and valued at Rs.6.25 crore as certified by management. The process of testing and verification is still in progress and subsequent diminution in value if any shall be accounted for in current year. Due to non availability of the stores records , the quantity of inventories cannot be reconciled and relevant details of finished goods and Raw material consumption as required to be given in Schedule 18 cannot be given.

3. For the reasons mentioned in Note No 2. above, the Company has suspended all its manufacturing activity at Ankleshwar and started buying Crude Dyes directly from outside for further standardization and Mixing operation process to be carried out at Dahisar Mori Godown at Mumbai. As such the Company has discontinued reporting on Segment results of Manufacturing activity.

4. Purchase / Sales during the year include purchase aggregating to Rs. 2,811.52 lacs (prev. year Rs.3,074.76 lacs) and sales aggregating to Rs.2,810.96 lacs (prev. year. Rs. 3,074.15 lacs) respectively on account of goods re-purchased and resold on trading account. The loss on this account for the year is Rs. 0.56 lacs (prev. year loss of Rs. 0.61 lacs).

5. In the opinion of the Board, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business. The provision for depreciation, and all known liabilities are adequate and not in excess of the amounts considered reasonably necessary. No personal expenses have been charged to revenue accounts.

6. Other liabilities includes liabilities for expenses amounting to Rs.212.04 lacs.(Prv.Year Rs. 224.60 Lacs)

7. In the absence of necessary information relating to the suppliers registered as Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006, the Company has not been able to identify such suppliers and disclose the information required under the said Act relating to them..

8. In the opinion of the management no provision for impairment in the value of fixed assets of Ankleshwar factory is necessary considering excess of realizable value of such fixed assets as against its carrying amounts in the books of accounts on overall basis.

9. Unsecured Loans includes Rs. 300.00 lacs transferred from Sundry Creditors based on the supporting letter received from the respective party.

10. Interest paid on Loans includesa sum of Rs.31.60 Lacs (Rs.32.34 lacs) paid to Director.

11. Segment Reporting Segmental Information is not reported for the year under review as per reasons given in Note no 3. above

12. Related Party Disclosure: (Details restricted to transactions during the year only)

(A) Particulars of Subsidiary /Associate Companies

Name of the Related Party Nature of Relationship

1 Kapsales Electricals Limited Subsidiary Company

2 Radio Components and Transistors Company Limited Subsidiary Company

3 Refnol Resin and Chemicals Ltd Associate Company

4 Khatau Leasing and Finance Co. Pvt. Ltd Associate Company

5 Vindhyapriya Holdings Pvt. Ltd Associate Company

6 Emerald Capital Services Pvt. Ltd Associate Company

7 Priyanilgiri Holdings Pvt. Ltd Associate Company

8 Khatau Holdings & Trading Co. Pvt. Ltd Associate Company

9 MKK Holdings Pvt. Ltd Associate Company

10 Indokem Exports Ltd Associate Company

11 Khatau Agrotech Ltd. Associate Company

(B) Key Management Personnel and their relatives Nature of relationship

1 Mr. M. K. Khatau Chairman and Managing Director

2 Mrs. Leela K. Khatau Mother of Mr. M. K. Khatau, and

Director of the Company

3. Mrs. Asha M. Khatau Spouse of Mr. M. K. Khatau

4. Ms. Shreya M. Khatau Daughter of Mr.M.K. Khatau

5. Mr. Manish M. Khatau Son of Mr. M. K. Khatau

13. Previous years figures have been regrouped / rearranged wherever necessary.