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MEGHMANI FINECHEM LIMITED CORPORATE INFORMATION BOARD OF DIRECTORS Jayanti M Patel Ashish N Soparkar Natwarlal M Patel Ramesh M Patel Anand I Patel Chinubhai R Shah Balkrishna T Thakkar REGISTERED OFFICE Plot No.CH1/CH2, GIDC Industrial Estate, Dahej Tal. Vagara, Dist. Bharuch 392 130 Gujarat, India. [email protected] PLANT LOCATION Plot No.CH1/CH2, CHLOR-ALKALI COMPLEX & GIDC Industrial Estate, Dahej POWER PLANT Tal. Vagara, Dist. Bharuch 392 130. Gujarat, India. [email protected] PRINCIPAL BANKERS ICICI Bank Limited JMC House, Opp. Parimal Garden, Ambawadi, Ahmedabad 380 009 International Finance Corporation 2121 Pennsylvania Avenue, N.W. Washington D.C. 20433 United State of America Standard Chartered Bank Ground Floor, Abhijeet II, Mithakhali Six Roads, Ahmedabad – 380 006 AUDITORS M/s Patel & Khandwala 204, Akik, Opp. Lions Hall, Mithakhali, Ahmedabad. ****

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MEGHMANI FINECHEM LIMITED

CORPORATE INFORMATION

BOARD OF DIRECTORS Jayanti M Patel

Ashish N Soparkar

Natwarlal M Patel

Ramesh M Patel

Anand I Patel

Chinubhai R Shah

Balkrishna T Thakkar

REGISTERED OFFICE Plot No.CH1/CH2,

GIDC Industrial Estate, Dahej

Tal. Vagara,

Dist. Bharuch 392 130

Gujarat, India.

[email protected]

PLANT LOCATION Plot No.CH1/CH2,

CHLOR-ALKALI COMPLEX & GIDC Industrial Estate, Dahej

POWER PLANT Tal. Vagara,

Dist. Bharuch 392 130.

Gujarat, India.

[email protected]

PRINCIPAL BANKERS ICICI Bank Limited

JMC House, Opp. Parimal Garden,

Ambawadi, Ahmedabad 380 009

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington D.C. 20433

United State of America

Standard Chartered Bank

Ground Floor, Abhijeet II,

Mithakhali Six Roads,

Ahmedabad – 380 006

AUDITORS M/s Patel & Khandwala

204, Akik,

Opp. Lions Hall,

Mithakhali,

Ahmedabad.

****

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DIRECTORS’ REPORT

To,

The Members,

Meghmani Finechem Limited,

The Directors hereby present their Sixth Annual Report of the Company together with

the Audited Financial Statements for the year ended on 31st March 2013.

FINANCIAL RESULTS

`̀̀̀. in Mn

PARTICULARS YEAR ENDED

ON

31 MARCH, 2013

YEAR ENDED

ON

31 MARCH, 2012

(a) Sales 3053.59 2504.28

(b)Other Inccome 16.95 27.93

(c) Profit Before Finance Cost &

Depreciation 1337.80 963.36

(d) Financial Cost -327.10 -430.77

(e) Depreciation -481.84 -472.57

(f) Profit Before tax 528.87 58.17

(g) Income Tax Provision 91.70 0.00

(h) Deferred Tax Expenses/Income (-) 178.61 57.19

(i) Wealth tax provision - -0.10

(j) Net Profit / Loss (-) After Tax 258.56 0.88

FINANCIAL REVIEW:-

The sales turnover of the Company increased by `. 549.31 Mn,(i.e. 22%) i.e. from `

2504.28 Mn in Fy 2012 to ` 3053.59 Mn in Fy 2013. The increase in revenue is

attributable to higher production, which is resultant of consistent Power supply,

supported by improved sales realization.

As a result, the Company has earned the profit of `. 258.56 Mn during the year (`.

0.88 Mn in previous year).

This is mainly due to :-

1) better capacity utilization increased production

2) Increase in production helped in distribution of overheads ideally

3) better ECU realization gave more contribution

4) efficient working capital and inventory management

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2

Your directors expect that if the price of Caustic Chlorine is maintained at this level

the Company will be in a position to earn more revenue in the next year of operation.

PRODUCTION REVIEW:-

During the period, the Company could operate the plant at 90% capacity utilization.

Because of the higher production we were able to run the flaking unit at the desired

capacity level and this has also improved the overall contribution.

DIVIDEND:-

Considering the carried forwarded losses, your directors regret their inability to

declare dividend.

RIGHT ISSUE :-

To enable the Caustic Chlorine plant to work at the desired capacity level of 476 TPD

it was necessary to increase the capacity of the captive power plant from its present

capacity of 40 MW to 60 MW. The Capital expenditure of `. 967.3 million was firmed

up. The Capital expenditure has been funded by way of a Term Loan of `. 691 million

from Standard Chartered Bank and `. 276.3 by issue of equity on Right basis.

During the year the Company issued 92,10,000 Equity Shares of ` 10 each at a

premium of `. 20/- per share aggregating `. 276.3 million to the equity shares holders

on right basis in the ratio of 100000 equity shares for every 668295 equity shares held

on 30th

June, 2012 The Company has received the subscription and the formalities for

issuance of shares and filing of necessary returns has been completed.

EXPANSION:- CAPTIVE POWER PLANT

The Company has received the necessary No objection Certificate from Ministry of

Environment and Forest, New Delhi to set up additional 20 MW Power Plant and

balancing equipment of the Caustic Plant.

The objective to increase the capacity of power plant by 20 MW power plants is to

scale up operation of the Caustic plant from 340 TPD to 476 TPD.

We expect to complete commissioning of Power Plant by the end of July, 2013.

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FINANCE:-

The Finance cost has decreased from `. 432.62 Mn to `. 327.10 Mn in the year under

review. The decrease in cost is due to (a) restructuring of higher interest rate term

loan (b) repayment of the term borrowing and (c) working capital facility not being

utilized is at zero level.

CREDIT RATING

CARE has reaffirmed its rating outlook on the long-term bank facilities to ‘ CARE

BBB – (Trple B Minus)’and for short-term bank facilities has reaffirmed at ‘CARE A3

(A Three)’.

FIXED DEPOSITS:-

The Company has not accepted the fixed deposits during the year under report.

AWARDS :-

During the year under review, International Finance Corporation (IFC), a member of

the World Bank Group, honored the Company, a subsidiary with the annual IFC CEO

Gender Award, noting the company’s pioneering work in opening up India's chemical

sector to women employees.

The IFC CEO Gender Award recognizes our efforts and our partnership with IFC

who, as an investor and advisor, helped in implementing policies and measures

necessary to encourage hiring women into our workforce.” Traditionally, women are

not hired in chemical plants due to perception of these jobs involving hard physical

labor. “Modern chemical plants need little physical labor and are safer compared with

many other industries due to technology advances.

DIRECTORS’ RESPONSIBILITY STATEMENT:-

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by the

Companies (Amendment) Act, 2000, the Directors of your Company confirm:

a) that the applicable accounting standards have been followed in the preparation of

final accounts and that there are no material departures;

b) that appropriate accounting policies have been selected and applied consistently

and such judgments and estimates made are reasonable and prudent so as to give

a true and fair view of the state of affairs of the Company at March 31, 2013 and

of the profit of the Company for the year ended on March 31, 2013;

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c) that proper and sufficient care has been taken for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act, 1956

for safeguarding the assets of the Company and for preventing and detecting

fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEE:-

The Company has not employed any individual whose remuneration falls within the

purview of limits prescribed under the provisions of Section 217 (2A) of the

Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,

1975. Hence no disclosure is required to be made.

ENERGY, TECHNOLOGY, AND FOREIGN EXCHANGE:-

The information to be disclosed under Section 217 (1) (e) of the Companies Act, 1956

read with Companies (Disclosure of Particulars in The Report Of Board Of Directors)

Rules, 1988, with respect to energy, technology, and foreign exchange is annexed

separately to form part of this report.

DISCLOSURE OF INFORMATION RELATING TO FOREIGN EXCHANGE

OUTGO

Disclosure of information relating to Foreign Exchange outgo as required under Rule

2(c) is already given in Note No. 20 the Audited Annual Accounts.

RELATED PARTIES

Note No. 31 to the Financial Statements sets out the nature of transactions with related

parties. Transactions with Related Parties are carried out at arm's length. The details of

such transactions are placed before the Audit Committee

AUDITORS :-

M/s. Patel & Khandwala, Chartered Accountants, retire at the conclusion of the

forthcoming Annual General Meeting and being eligible have offered themselves for

re-appointment. The Company has received letter from M/s. Patel & Khandwala, to

the effect that reappointment, if made, would be within the prescribed limits under

Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for

reappointment within the meaning of Section 226 of the said Act

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5

COST AUDITORS

Pursuant to the direction of the Central Government for audit of cost accounts, your

Company has appointed M/s Koushalya V Melwani, Cost Accountants (Registration

No. 000) as Cost Auditor(s) for the financial year 2012-13.

The report of the Cost Auditors will be submitted to the Ministry of Corporate Affairs

within the prescribed period.

DIRECTORS:-

In accordance with the provisions of the Companies Act, 1956 and Articles of

Association of the Company, Mr. Ramesh Patel and Mr. Balkrishna Thakkar are

retiring by rotation at this Annual General Meeting and being eligible offers

themselves for reappointment.

ACKNOWLEDGEMENT:-

The Directors are thankful to all customers, vendors, investors, bankers, insurance

companies, consultants, contractors and advisors for their continued co-operation.

The Board of Directors wish to place on record their appreciation for the support and

cooperation extended by every member of Meghmani Parivar for their dedicated

services to the Company.

For and on behalf of Board

Meghmani Finechem Limited

Place : Ahmedabad J M Patel

Date : 20.05. 2013 Director

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MEGHMANI FINECHEM LIMITED

ANNEXURE TO THE DIRECTORS' REPORT

A

Energy conservation measures

taken

(a) Adoption of new technology

provided by AKCC, having lowest

power consumption.

(b) Utilisation of hydrogen as Fuel for

Flaking Unit instead of Natural

Gas.

B Additional investments and

proposals if any being implemented

for reduction of consumption of

energy

Company has made Investment of

Rs.94.00 Lacs in VAM machine, to

have reduction in energy consumption

of 5000 unit per day.

C Impact of the measures at (a) & (b)

above for reduction of the energy

consumption and consequent

impact on the cost of production of

goods.

( 1 ) Production increase by 2 Tons per

day or

(2 ) The cost of Production

reduced by Rs.22500/- per day.

D Total energy consumption and

energy consumption per unit of

production

291778743 Unit

2724 Unit / MT

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MEGHMANI FINECHEM LIMITED

Form–A

Form for disclosure of particulars with respect to conservation of Energy

1stApril, 2012 to 31

st March, 2013

Particulars 2012-2013 2011-2012

A. Power Consumption

1 Electricity Consumption

(a) Purchased

Unit KWH

Total Amount RS.

Rate/Unit RS.

(b) Own Generation

Through Diesel Generator

Unit KWH

Unit per Liter of Diesel KWH/Ltr

Cost/Unit RS.

(c) Through Coal

Unit- KWH

Unit per of coal KWH/ Kg of Coal

Cost/Unit Rs.

9588

5.70Lacs

59.47/unit

249048

3.34

15.12/unit

325405293

1.35

3.39/unit

52332

7.96 Lacs

15.23/unit

252596

3.37

12.70/unit

302972289

1.17

3.51/unit

2 Coal (Specify quality and used)

Steam Generated MT

Consumption of Coal MT

Gas Consumption (In M3)

Cost of steam per unit (kg) RS.

Steam Purchase

Kg. Of steam per unit of coal

Kg. Of Steam per unit of Gas

Kg. Of Steam per unit of Purchase

1411262

240945

0.78/unit

-

-

-

-

1335756

259492

0.79/unit

-

-

-

-

3 Others/internal generations

-

-

B Consumption per unit of

Production in MT

Electricity (Rs./ Mt)

N.A

N.A

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MEGHMANI FINECHEM LIMITED

Form–B

TECHNOLOGY ABSORPTION

Form for disclosure of particulars with respect to technology absorption

Research & Development

1 Specific areas in which R & D is carried out by

the Company.

N.A

N.A

2

Benefits derived as a result of the above R & D.

3 Future Plan of Action

4

Expenditure on R & D

Rs. Nil

B. Technology Absorption, Adoption and Innovation:

A Efforts, in brief, made towards

technology absorption, adaptation and

innovation.

: We have absorbed 340

TPD technology for

manufacturing of Caustic

Chlorine from AKCC Japan.

: Product Development

-

: 340 TPD Caustic Chlorine

from AKCC Japan and 200

TPD Caustic Soda Flakes from

Bertram Switzerland

B Benefits derived as a result of the above

efforts e.g. Product improvement, cost

reduction, product development, import

substitution etc.

C Imported technology (imported during

the last 5years reckoned from the

beginning of the financial year).

Foreign Exchange Earnings AndOutgo

The particulars with regards to foreign exchange earnings isRs.22,046,124/- and outgo

Rs.339,275,758/- as on 31st March 2013.

For and On behalf of the Board of Directors

Place : Ahmedabad (Jayanti Patel)

Date:20th

MAY,2013 Chairman

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INDEPENDENT AUDITOR’S REPORT

To the Members of,

MEGHMANI FINCHEM LIMITED

We have audited the accompanying financial statements of the Meghmani Finchem Limited which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 . This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

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c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

1. As required by the Companies (Auditor’s Report) Order, 2003 issued by the

Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that: a) we have obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

FOR M/S PATEL & KHANDWALA

CHARTERED ACCOUNTANTS

FRN 107647 W

PLACE: AHMEDABAD (M. M. KHANDWALA)

DATE : 20TH MAY, 2013 P A R T N E R

M. NO.: 32472

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ANNEXURE TO THE AUDITORS’ REPORT

(i) In respect of its fixed assets:

a) The company has maintained proper records under SAP showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by

the management in a phased manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) The company has not disposed off a substantial part of its fixed assets

during the year.

(ii) a) The inventories have been physically verified at year end by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given

to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) The Company has maintained proper records of the inventories. As

explained to us, there was no material discrepancies noticed on physical verification of inventories as compared to the book record.

(iii) In respect of the loans, secured or unsecured, granted or taken by the

Company to/from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(a) The Company has granted unsecured loan to its Holding Company. In

respect of said loan, the maximum amount outstanding at any time during the Year is Rs.3051.91 Lacs and year end balance Rs.3051.91Lacs

(b) In our opinion and according to the information and explanation given to

us the company has charged interest on Loan given. The rate of interest and other terms and conditions of loan given by the company are prima facia not prejudiced to the interest of the Company.

(c) As informed to us company is in receipt of principal amount and interest

regularly. (d) As informed to us there is no overdue amount.

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(e) The Company has not taken any loans secured or unsecured loans from any party hence clause (f) & (g) are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate Internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets, inventory and for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

(v) (a) According to the information and explanations given to us we are of the

opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of any party during the period have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except for items stated to be of specialized nature where no comparison is possible.

(vi) The Company has not accepted any deposits from the public during the year.

Therefore, the provisions of clause (vi) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

(vii) The company has appointed a firm of Chartered Accountants as Internal Auditors. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) The Company is required to undergo Cost Audit vide Notification F/52/26/CAB-

2010 dated 24th January 2012 issued by Government of India. In view of the same we have broadly reviewed the books of accounts maintained by the company. We are of the opinion that prima facia records have been maintained. We have not however made detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the records of the Company, undisputed statutory dues

including Provident Fund, Investor Education and Protection Fund, Income Tax, VAT, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues, to the extent applicable, have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2013 for a period of more than six months from the date they become payable;

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b) According to the information and explanations given to us, there is no

disputed due.

(x) The Company has not completed five years of its operation and hence this clause is not applicable.

(xi) Based on our audit procedures and according to the information and

explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to the financial institutions and banks. The Company has not issued any debentures.

(xii) In our opinion and according to the explanations given to us and based on the

information available, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us,

the Company is not a chit fund or a nidhi/mutual benefits fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’s Report), 2003 are not applicable to the Company.

(xiv) In our opinion the Company is not dealing in or trading in shares, securities

debentures and other investments hence the provisions of clause 4 (xiv) are not applicable.

(xv) According to the information and explanations given to us, the Company has

not given any guarantee for loans taken by others from banks and financial institutions.

(xvi) In our opinion and according to the information and explanations given to us,

the term loans have been applied for the purpose for which they were obtained. (xvii) According to the information and explanations given to us and on an overall

examination of the Balance Sheet of the company. The company has not utilized any funds raised on short term basis for long term investments.

(xviii) The company has issued 92,10,000/- equity shares each of Rs.10/- with

premium of Rs.20/- per share to the existing shareholders on right basis. The price at which shares are issued is not prejudicial to the interest of the company.

(xix) According to the information and explanations given to us, the Company has not

issued any debentures during the year under audit.

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(xx) The company has not raised any monies by way of public issue during the year.

(xxi) To the best of our knowledge and belief and according to the information and

explanations given to us, no fraud on or by the company was noticed or reported during the year.

FOR M/S PATEL & KHANDWALA CHARTERED ACCOUNTANTS

FRN 107647 W PLACE: AHMEDABAD (M. M. KHANDWALA) DATE: 20TH MAY, 2013 P A R T N E R M. NO.: 32472

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( Figures in `)`)`)`)

Particulars Note 31st March 2013 31st March 2012

I. EQUITY AND LIABILITIES

(1) Shareholders’ funds

(a) Share capital 2 70,75,99,990 61,54,99,990

(b) Reserves and surplus 3 1,15,23,37,600 70,95,78,095

(2) Non-current liabilities

(a) Long-term borrowings 4 3,05,19,07,753 3,63,97,50,055

(b) Long-term provisions 5 3,66,230 5,15,560

(3) Current liabilities

(a) Short-term borrowings 6 - 14,85,97,979

(b) Trade payables 7 15,99,11,137 17,21,84,525

(c) Other current liabilities 8 67,95,84,779 56,98,46,166

(d) Short-term provisions 9 5,42,35,743 37,32,463

TOTAL 5,80,59,43,232 5,85,97,04,833

II. ASSETS

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets 10 3,61,14,04,766 3,93,24,90,219

(ii) Intangible assets 10 4,15,52,957 7,53,86,075

(iii) Capital work-in-progress 82,26,75,630 36,86,52,167

(b) Non-current investments 11 10,000 10,000

(c) Deferred tax assets 12 1,85,81,637 19,71,91,698

(d) Long-term loans and advances 13 11,80,20,853 17,25,10,595

(e) Other non-current assets 14 7,23,67,403 6,24,61,234

(2) Current assets

(a) Current investments 15 24,04,31,287 19,01,24,829

(b) Inventories 16 12,90,59,228 14,52,21,678

(c) Trade receivables 17 35,63,79,328 28,52,28,488

(d) Balances with Bank and Cash on Hand 18 3,29,95,850 29,57,29,951

(e) Short-term loans and advances 19 31,07,77,364 42,55,507

(f) Other current assets 20 5,16,86,929 13,04,42,392

TOTAL 5,80,59,43,232 5,85,97,04,833

Significant Accounting Policies 1

AS PER OUR REPORT ATTACHED

FOR M/S. PATEL & KHANDWALA

CHARTERED ACCOUNTANTS

( M. M. KHANDWALA )

PARTNER

M. NO.: 32472

PLACE : AHMEDABAD PLACE : AHMEDABAD

DATE : 20TH MAY, 2013 DATE : 20TH MAY, 2013

DIRECTOR

N.M.PATEL

DIRECTOR

MEGHMANI FINECHEM LIMITED

AUDITED BALANCE SHEET AS AT 31ST MARCH 2013

FOR AND ON BEHALF OF THE BOARD

J. M PATEL

DIRECTOR

A.N.SOPARKAR

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( Figures in `)`)`)`)

Particulars Note 2012-13 2011-12

I Revenue from operations 21 3,46,30,58,780 2,79,20,11,648

Less: Excise Duty 41,11,81,659 28,77,97,786

Revenue from operations 3,05,18,77,121 2,50,42,13,862

II Other income 22 1,84,22,273 1,34,73,028

III Total Revenue (I + II) 3,07,02,99,394 2,51,76,86,890

IV Expenses:

Cost of materials consumed 23 1,35,48,76,283 1,29,70,15,841

Changes in inventories of finished goods, work-in-progress

and Stock-in-Trade

24 (30,26,231) 3,03,425

Employee benefits expense 25 7,32,57,288 6,65,29,198

Finance costs 26 32,70,96,810 43,26,16,432

Depreciation and amortization expense 48,18,35,771 47,25,67,897

Other expenses 27 30,73,89,906 19,04,79,443

Total expenses 2,54,14,29,827 2,45,95,12,236

V Profit before exceptional, extraordinary items and tax 52,88,69,567 5,81,74,654

VI Exceptional items - -

VII Profit before extraordinary items and tax (V - VI) 52,88,69,567 5,81,74,654

VIII Extraordinary Items -

IX Profit before tax (VII- VIII) 52,88,69,567 5,81,74,654

X Tax expense/ Income

(1) Current tax 9,17,00,000 -

(2) Deferred tax 17,86,10,062 5,71,89,964

(2) Wealth tax - 1,00,000

XI Profit (Loss) for the period from continuing operations 25,85,59,505 8,84,690

XII Profit/(loss) from discontinuing operations - -

XIII Tax expense of discontinuing operations - -

XIV Profit/(loss) from Discontinuing operations (after tax) - -

XV Profit (Loss) for the period 25,85,59,505 8,84,690

XVI Earnings per equity share: 32

(1) Basic 3.82 0.01

(2) Diluted 3.82 0.01

AS PER OUR REPORT ATTACHED

PLACE : AHMEDABAD PLACE : AHMEDABAD

DATE : 20TH MAY, 2013 DATE : 20TH MAY, 2013

A.N.SOPARKAR

DIRECTOR

N.M.PATEL

DIRECTOR

FOR M/S. PATEL & KHANDWALA

CHARTERED ACCOUNTANTS

( M. M. KHANDWALA )

PARTNER

M. NO.: 32472

DIRECTOR

MEGHMANI FINECHEM LIMITEDAUDITED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2013

See accompanying notes to the financial statements

FOR AND ON BEHALF OF THE BOARD

J. M PATEL

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MEGHMANI FINECHEM LIMITED

1. NOTES FORMING PART OF ACCOUNTS

1.1 BASIS FOR PREPARATION OF ACCOUNTS

The Financial statements have been prepared to comply in all material aspects in respect with the notified Accounting Standard by companies Accounting Standard Rules, 2006 and the relevant Provisions of the Companies Act, 1956. Accounting policies have been consistently applied by the Company.

1.2 USE OF ESTIMATES

The preparation of financial statements are in conformity with the generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

1.3 REVENUE RECOGNITION

i. Revenue is recognised only when it can be reliably measured and it is reasonable to accept ultimate collection.

ii. Sales: Domestic Sales are accounted exclusive of Excise, net of Central Sales Tax, VAT, sales return and rate difference, if any. Exports sales are accounted on the basis of dates of Bill of Lading. Sales do not include Inter Division transfer.

iii. Export Benefits Incomes in respect of Duty Drawback and Duty Entitlement Pass Book Scheme (DEPB) in respect of exports made during the year are accounted on accrual basis. Profit or losses on transfer of DEPB licenses are accounted in year of the sales. Duty free imports of material under Advance License matched with the export made against the said licenses.

iv. Dividend income is recognised on the basis of dividend declared by the companies.

1.4 FOREIGN CURRENCY TRANSACTIONS

i. Transactions in foreign currencies are recorded in Indian Rupees using the rates of exchange prevailing on the dates of the transactions. Foreign currency Assets and Liabilities are stated at the exchange rates prevailing at the date of Balance sheet. The resulting gain or loss is appropriately recognised in the profit and loss account except for the exchange difference arising on the reporting of long term foreign currency monetary items relating to fixed assets, where the same is adjusted to fixed assets in accordance with notification no. GSR-225 (E) issued by Ministry of Corporate Affairs as on 31.3.09.

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ii. In order to hedge exposure to foreign exchange risks arising from Export or Import foreign currency, bank borrowings and trade receivables, the Company enters into forward contracts. In case of forward exchange contracts, the cost of the contracts is amortised over the period of the contract. Any profit or loss arising on the cancellation or renewal of a forward exchange contract is recognised as income or expenses for the year.

iii. Exchange rate difference is calculated as the difference between the foreign currency amount of the contract translated at the exchange rate at the reporting date, or the settlement date where the transaction is settled during the reporting period and the corresponding foreign currency amount translated at the later of the date of inception of the forward exchange contract and the last reporting date. Such exchange differences are recognized in the profit and loss account in the reporting period in which the exchange rates change.

iv. Non monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

1.5 FIXED ASSETS

i. Fixed assets are stated at cost of acquisition or construction less accumulated depreciation, including borrowing cost till such assets are ready for its intended use, less specific grants received and Cenvat Credit availed.

ii. Fixed assets in the course of work-in-progress for production or

administrative purposes are carried at cost less any impairment loss. Work in Progress includes expenditure pending for capitalization.

Cost includes land and building improvement costs, related acquisition expenses and construction costs incurred during the period of construction. Depreciation of these assets, on the same basis as the other property assets, commences when the assets are ready for their intended use.

iii. The cost of self-constructed assets includes cost of materials plus any

other directly attributable costs of bringing the assets to working condition for its intended use.

iv. Assets identified as intangible assets at cost including incidental

expenses thereto and are amortized over a predetermined period in line with AS-26 “Intangible assets”

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1.6 INTANGIBLE ASSETS Intangible assets are recognized at acquisition cost when the asset is identifiable, non monetary in nature, without physical substance and it is probable that such expenditure is to result in future economic benefits to the entity

1.7 DEPRECIATION Except for leasehold land and Capital work-in-progress & other assets as stated below depreciation is charged on straight line method (SLM) as per rates and manner prescribed under schedule XIV of the Companies Act 1956. Leasehold land is amortized over the available balance lease period.

Depreciation is not provided on capital work-in-progress. Intangible assets are to be amortised in five years from the date of use. When assets are disposed or retired, their cost and accumulated depreciation are removed from financial statements.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset is recognized in profit and loss account for the relevant financial year.

1.8 INVESTMENTS

Long term investments are stated at cost less amount written off, where there is other than temporary diminution in its value. Current investments are stated at lower of cost and fair value. Gain or loss arising from sale or disposal of such investment is accounted at the time of actual sale or disposal.

1.9 INVENTORIES Raw Material is valued at monthly moving weighted average and written down below cost only which finished good to which they relate are written down below cost. Stores and consumables are valued at cost (net of CENVAT) or net realizable value whichever is less. Finished Goods are valued at cost or net realizable value whichever is lower. Cost comprises direct materials and where applicable, direct labour costs, those overheads that have been incurred in bringing the inventories at their present location and condition and excise duty payable on finished goods. Work in progress is valued at cost or net realizable value whichever is less. Cost comprises direct materials and appropriate portion of direct labour costs manufacturing overheads and depreciation.

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1.10 BORROWING COSTS

Borrowing Costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets, wherever applicable, till the assets are ready for their intended use. A qualifying asset is one which is that necessarily takes substantial period to get ready for intended use. All other borrowing costs are charged to revenue account. Capitalisation of borrowing cost suspended when active development is interrupted.

The company amortises upfront and prepayment fees paid on refinancing of high cost rupee loans over the remaining period of the loan on the basis of the repayment schedule.

1.11 EMPLOYEE BENEFITS

Contribution to Defined Contribution schemes such as Provident Fund, etc are charged to the Profit and Loss account as incurred. The Company also provides for retirement / post-retirement benefits in the form of gratuity and leave encashment. Such benefits (Defined benefit plans) are provided for based on valuations, as at the balance sheet date, made by independent actuaries. Termination benefits are recognized as an expense as and when incurred.

1.12 PRIOR YEAR EXPENSES AND INCOME Transactions pertaining to period prior to Current Accounting Year are adjusted through prior year adjustments, if any.

1.13 EXCISE DUTY Excise duty (including education cess) on Finished Goods are shown separately in Manufacturing and Other Expenses and also included in the valuation of Finished goods.

1.14 CENVAT CENVAT Credit Raw materials and Consumables is accounted at the time of purchase and the same is being adjusted to the cost of raw materials and other consumables. CENVAT Credit of Capital Goods is accounted at the time of purchase and such CENVAT credit is shown as balance lying with Excise Authority. ,

1.15 ACCOUNTING FOR TAXES ON INCOME Current tax is determined as the amount of tax payable in respect of taxable income for the year.

Deferred tax is recognized, on timing difference, being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

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Where there is unabsorbed depreciation or carry forward losses, deferred tax assets are recognized if there is virtual certainty that sufficient future taxable income will be available against which such assets can be realized. Other deferred tax assets are recognized only to the extent there is reasonable certainty of realization in future. Such assets are reviewed at each Balance sheet date to reassess realization. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been substantively enacted by the balance sheet date. Wealth tax is determined as the amount of tax payable in respect of taxable wealth.

1.16 PROVISIONS AND CONTINGENT LIABILITIES

A provision is recognized when it is more likely than not for the year that an obligation will result in an outflow of resources. Provisions are not discounted to their present value and are determined based on management’s estimation of the obligation required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect current management estimates. Contingent Liabilities are disclosed for all possible obligations that are not remote and all present obligations of which outflow of economic resources is not estimable.

1.17 FINANCIAL DERIVATIVES TRANSACTIONS In respect of derivative contracts, premium paid, gains / losses on settlement and provision for losses for cash flow hedges are recognized in the profit and loss account, in view of Announcement made by ICAI in respect of AS 1 and AS 30.

1.18 LEASES All lease are classified in to operating and finance lease at the inception of the

lease. Leases that transfer substantially all risks and rewards from lessor to lesee are classified as finance lease and others being classified as operating lease. There are no finance lease transaction entered in to by the company.

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2 SHARE CAPITAL

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

AUTHORISED

75,000,000 Equity Shares (Previous Year 75,000,000) 75,00,00,000 75,00,00,000

Each share of ` 10 /-

2,500,000 Preference Shares (Previous Year 2,500,000) 25,00,00,000 25,00,00,000

Each share of ` 100 /-

1,00,00,00,000 1,00,00,00,000

ISSUED, SUBSCRIBED & PAID UP

70,759,999 Equity Shares

(Previous Year 61,549,999)

70,75,99,990 61,54,99,990

Each share of `10 /-

70,75,99,990 61,54,99,990

2.1 Reconciliation of No. of Shares

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

Opening Balance 6,15,49,999 6,15,49,999

Add: Shares issued for Cash or Right Issue or Bonus 92,10,000 -

As at 31st March, 2013 7,07,59,999 6,15,49,999

2.2 Details of Shareholding

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

Number of Shares held by

Holding Company( Meghmani Organics Limited) 4,04,46,820 3,51,82,333

Shareholders holding more than 5% shares

(a) International Finance Corporation 1,76,66,050 1,53,66,666

2.3

3 RESERVES AND SURPLUS

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

SECURITY PREMIUM

As per last balancesheet 1,22,99,99,980 1,22,99,99,980

Addition for the year 18,42,00,000 -

As on 31 March (A) 1,41,41,99,980 1,22,99,99,980

PROFIT & LOSS ACCOUNT

As per last balancesheet (52,04,21,885) (52,13,06,575)

Profit for the year 25,85,59,505 8,84,690

As on 31 March (B) (26,18,62,380) (52,04,21,885)

Total (A+B) 1,15,23,37,600 70,95,78,095

MEGHMANI FINECHEM LIMITED

NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013

Each equity shareholder has 1 voting right. All equity shareholders have equal dividend rights.

Company has issued 9,210,000 Equity Shares of `10 each at premium of `20/- per share aggregating

`276,300,000 to the Equity shares holder on right basis in the ratio of 100,000 equity shares for every

668,295 equity shares held on 30th June 2012.

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4 LONGTERM BORROWINGS

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

SECURED BORROWINGS

Term Loans :-

From Banks 1,77,23,32,520 1,98,71,60,704 From Other Parties 1,27,95,75,233 1,56,25,89,351 [(Refer Note 8 for current maturities of term loans `

602,578,184 (Previous Year ` 548,727,298)

UNSECURED BORROWINGS

From Banks - 9,00,00,000 (Refer Note 8 for current maturities of unsecured long term

borrowings ` NIL {Previous Year ` 210,000,000})

Total 3,05,19,07,753 3,63,97,50,055

Note:

4) The Company has availed a Foreign Exchange Term Loan by way of External Commercial Borrowing of

US $ 20,000,000 (` 864,548,645 from International Finance Corporation (IFC), Washington, USA. The

Company has executed Unattested Memorandum of Hypothecation on 11th December, 2008 in favour of

International Finance Corporation (IFC), Washington, USA represented by State Bank of India in its capacity as

Security Trustee to secure Foreign Exchange Term Loan of External Commercial Borrowing of US $ 20,000,000

by way of creating First Pari Passu charge on movable fixed assets and Second Pari Passu Charge on all

Current Assets of the Company along with other term lenders.

The rate on interest for Foreign Currency Term Loan by way of External Commercial Borrowing of US $

20,000,000 from International Finance Corporation (IFC) is 1.80% per annum above 6 month LIBOR. The

repayment started from October 2011 in 14 half yearly equal installments.

6) The indenture of mortgage on immovable properties of the Company situated at Plot NO. CH 1 and CH 2

has been created on 18th October, 2012 to secure term loan of ` 2,200,000,000 of ICICI Bank and ECB of US$

15,000,000 (` 765,000,000) of Standard Charterd Bank, London. Alongwith this the indenture of mortgage

created to secured term loan by way of ECB availed from IFC of US$ 20,000,000 exists.

1) The Company has made prepayment of outstanding Term loan of `2,148,291,572 to State Bank of India in its

capacity as Security Trustee for the lenders State Bank of India (SBI), Bank of India (BOI), Bank of

Maharashtra(BOM) State Bank of Bikaner and Jaipur (SBBJ) and Karur Vysya Bank (KVB) i.e. all consortium

Banks. The Company has filed Form No. 17 with ROC to satisfy the charges created under the Companies Act,

1956. To satisfy the revenue charges the Company has executed deed of Release and Confirmation" to

release the Mortgage charge of ` 2,900,000,000 Crores created in favour of Consortium Bank vide Registration

Serial No. 1789 dated 16th June, 2010 with Sub Registrar, Vagra, Bharuch. Thereby the Charges of `

2,900,000,000 created in favour of ROC and Registered with Sub - Registrar Vagra Stands satisfied.

5) The Company has availed US $ 15,000,000 (` 690,975,000) ECB from Standard Chartered Bank, United

Kingdom by executing Memorandum of Hypothecation dated 16th February, 2012. The entire facility has been

secured by (1) First pari passu charge on all present and future movable fixed assets of the company including

movable plant and machinery etc. (2) the Second Pari passu charge on all present and future stock in trade

consisting of Raw Material, Stock in process of manufacturing etc. (3) Second pari passu charge on all present

and future book debts, outstanding moneys, receivables claims and bills etc.

The rate on interest for Foreign Currency Term Loan by way of External Commercial Borrowing of US $

15,000,000 from Standard Chartered Bank (SCB) is 2.80% per annum above 3 month LIBOR. The repayment

started from May 2013 in 14 quarterly equal installments.

2) The Company has repaid working capital facility of ` 310,000,000 from State Bank of India and

`140,000,000 availed from Bank of India aggregating to ` 450,000,000 . The Company has filed Form No. 17

with Registrar of Companies to satisfy the charge created. The Company is in process of executing the

documents with sub Registrar Vagra to satisfy the revenue charges created by way of collateral security given

for entire facility by execution of Indenture of Mortgage to extend Second Pari passu charge on the immovable

property of the Company.

3) ICICI Bank Limited has refinanced term loan of ` 2,200,000,000. The entire facility of `2,200,000,000 has

been secured by Deed of Hyothecation dated 30th January, 2012 the whole of movable properties of the

Company, including its movable plant & machinery, machinery spares, tools and accessories other movables

both present and future where ever situate including Raw Material, Stock in process, finished Goods, Book

Debts , Bills situated any where.

The rate of interest of term loan from ICICI Bank Limited is @ Base Rate plus 1.92% (spread) .The repayment

of this loan started from March 2012.

This charge is jointly with (1) First pari passu charge on movable fixed assets for (1) US $ 20,000,000 to IFC

Washington USA (2) US $ 15,000,000 to Standard Chartered Bank, London. (3) second pari passu charge on

current assets for ` 310,000,000 to State Bank of India , Overseas Branch , Ahmedabad and (4) ` 140,000,000

to Bank of Inida, Navrangpura Branch, Ahmedabad.

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5 LONG TERM PROVISIONS

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

Provision for Employee Benefits 3,66,230 5,15,560

Total 3,66,230 5,15,560

6 SHORT TERM BORROWINGS

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

Loans repayable on demand

From Banks (Refer Note No 4) - 14,85,97,979

Total - 14,85,97,979

7 TRADE PAYABLE

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

Payable for Goods and Services 15,99,11,137 17,21,84,525

Total 15,99,11,137 17,21,84,525

8 OTHER CURRENT LIABILITIES

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

(a) Current maturities of long-term debt 60,25,78,184 48,96,24,765

( Refer Note No. 4 for related long-term secured borrowings)

(b) Interest accrued but not due 2,61,85,905 3,18,68,770

(c) Other payables

1) Statutory Provisions 1,77,13,960 1,52,66,686

2) Security Deposits 1,90,00,000 2,26,11,111

3) Payable against retention money 12,13,157 12,13,157

4) Payable to Employees 89,83,330 75,20,188

5) Advance received from customers 39,10,243 17,41,490

Total 67,95,84,779 56,98,46,166

9 SHORT TERM PROVISIONS

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

(a) Provision for Employee Benefits 6,67,350 4,62,057

(b) Provision for Wealth Tax 1,00,000 1,00,000

(c) Provision for interest on MSMED Act (Refer Note No. 34) 2,71,400 2,39,854

(d) Provision for Option Derivative (Refer Note No 33) 5,31,96,993 29,30,552

Total 5,42,35,743 37,32,463

1) The Company has called for balance confirmation of Creditors on random basis. Out of which the

Company has received response from some of the parties, which are reconciled with Company’s

account. The other balances of Creditors are subject to confirmation.

2) The Company has entered into a contract for High Sea Purchase of Coal with one supplier. Howerver,

as per the terms of contract the company get piecemeal delivery of the goods. Therefore the Company is

accounting for the purchase on delivery basis of the goods. This accounting treatment does not affect the

Profit or Loss of the Company.

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10 TANGIBLE AND INTANGIBLE ASSETS

( Figures in `)`)`)`)

TANGIBLE ASSET

Lease Hold Land 12,91,21,892 - - 12,91,21,892 62,80,589 13,06,822 - 75,87,411 12,15,34,481 12,28,41,303

Building 73,41,50,927 5,05,05,080 - 78,46,56,007 5,95,54,626 2,26,67,205 - 8,22,21,831 70,24,34,176 67,45,96,301

Plant & Euipment 3,22,57,48,981 2,09,14,932 5,35,85,729 3,30,02,49,642 84,32,55,098 32,44,72,873 - 1,16,77,27,971 2,13,25,21,671 2,38,24,93,883

Captive Plant & Equipment 99,02,88,234 - - 99,02,88,234 25,78,56,093 9,72,84,658 - 35,51,40,751 63,51,47,483 73,24,32,141

Furniture & Fixture 62,42,947 5,37,989 - 67,80,936 12,42,858 3,94,305 - 16,37,163 51,43,773 50,00,089

Office Equipment 46,25,997 3,24,465 - 49,50,462 8,42,898 2,51,759 - 10,94,657 38,55,805 37,83,099

Vehicles 1,62,88,144 63,39,078 (97,24,301) 1,29,02,921 59,41,796 13,19,623 (43,67,327) 28,94,092 1,00,08,829 1,03,46,348

Others (Computer) 19,65,217 66,900 - 20,32,117 9,68,160 3,05,409 - 12,73,569 7,58,548 9,97,057

TOTAL (A) 5,10,84,32,339 7,86,88,444 4,38,61,428 5,23,09,82,211 1,17,59,42,118 44,80,02,653 (43,67,327) 1,61,95,77,444 3,61,14,04,766 3,93,24,90,219

INTANGIBLE ASSET

GIDC User Rights 16,91,69,524 - - 16,91,69,524 9,37,83,449 3,38,33,118 - 12,76,16,567 4,15,52,957 7,53,86,075

TOTAL (B) 16,91,69,524 - - 16,91,69,524 9,37,83,449 3,38,33,118 - 12,76,16,567 4,15,52,957 7,53,86,075

TOTAL (A+B) 5,27,76,01,863 7,86,88,444 4,38,61,428 5,40,01,51,735 1,26,97,25,567 48,18,35,771 (43,67,327) 1,74,71,94,011 3,65,29,57,723 4,00,78,76,294

Notes:

MEGHMANI FINCHEM LIMITED

Description Gross Block Depreciaiton/Amortisation Net Block

1st April, 2012 Addition Deduction /

Adjustment

31st March, 2013 1st April, 2012 Up to 31st March, 2013 31st March, 2013 31st March, 2012

1. The Company has opted for Notification No. GSR:225(E) issued by the Ministry of Corporate Affairs on March 31,2009 in respect of accounting periods commencing on or after December 07,2006 and ending on or before March 31,2011.

And in view of MCA Circular no 25/2012 dated 9th August 2012, para 6 of AS11 and para 4 ( e ) of AS16 are not applicable to the company as company has applied clause 46 A of AS11.

(a.) In view of above during the current year exchange loss of `.53,585,729 (Previous Year: `. 62,885,301{including `.50,637,281 (Previous Year: NIL) as exchange rate difference attributable to borrowing cost under

para 4 (e) of AS 16}, arising on reporting of long term foreign currency monetary items relating to fixed assets has been added to cost of fixed assets and the unamortised balance carried as part of tangiable assets as

at the year end aggregates to `. 98,324,402 (Previous Year: `.48,408,806).

(b.) In veiw of above during the current year exchange loss of `.51,150,000 (Previous Year: `. 18,050,412) {including `18,034,448 (Previous Year: `.9,744,288)as exchage rate difference attributable to borrowing cost

under para 4 (e) of AS16} arising on reporting of long term foreign currency monetary item, has been capitalised under Capital work in Progress being Project under implementation stage.

3.Borrowing cost capitalised during the year `.70,126,566 (Previous Year: `.89,762,952) included in capital work in progress

NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013

For the Year Deduction /

Adjustment

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11 INVESTMENTS

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

NON CURRENT INVESTMENTS

Trade Investments

NSC Deposit - Unquoted 10,000 10,000

Total 10,000 10,000

Aggragate Value Of Unquoted Investments

Non Current 10,000 10,000

Current

12 DEFERRED TAX

DEFERRED TAX ASSET (NET) ( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

Deferred Tax Liabilities (29,75,33,336) (30,07,81,692) Deferred Tax Assets 31,61,14,973 49,79,73,390

Total 1,85,81,637 19,71,91,698

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

Deferred Tax Liability

Difference in value of Net Fixed Assets and Expenditure

Claimed as deduction in Tax

28,06,34,854 30,07,81,692

Others 1,68,98,482 -

Deferred Tax Liabilities 29,75,33,336 30,07,81,692

Deferred Tax Asset

Disallowance u/s 43 B of IT Act 18,21,791 17,40,934 Unabsorbed Depreciation 31,41,29,283 45,52,64,040 Unabsorbed Losses - 4,06,55,518 Preliminary Expenses 1,63,899 3,12,898

Deferred Tax Assets 31,61,14,973 49,79,73,390

Net Position of Deferred Tax Assets 1,85,81,637 19,71,91,698

Net Position debited to Statement of Profit and Loss 17,86,10,062 5,71,89,964

13 LOANS AND ADVANCES (Unsecured and Considered good)

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

LONG TERM LOANS AND ADVANCES

(a) Capital Advances to vendor 10,31,18,261 15,75,82,823 (b) Security Deposits 1,49,02,592 1,49,02,772 (c) Deposits with Government Authorities - 25,000

Total 11,80,20,853 17,25,10,595

1) As regards Deferred Tax as per Accounting Standard-22 (AS-22) on “Accounting for Taxes on

Income”, there exist deferred tax asset due to carry forward losses and unabsorbed depreciation.

2) The Company has recognised deferred tax assets on unabsorbed losses and unabsorbed

depreciation in view of utilisation of full capacity in subsequent year being sufficient evidence for

substantiating the virtual certainty of recoverability of losses.

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14 OTHER NON CURRENT ASSETS

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

Unamortised Upfront charges on borrowings 4,97,16,040 5,30,75,234 (Refer Note 26 for upfront charges amortised during the

year )Term Deposit as Margin Money With Schedule Bank 2,26,51,363 93,86,000

Total 7,23,67,403 6,24,61,234

15 OTHER NON CURRENT INVESTMENT

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

Other Investments

Investments in Mutual Funds (Quoted/Unquoted) (Fully

Paid/ Partly Paid)

Morgan Stanley Multi asset Fund 5,00,00,000 3,00,00,000 Religare Short Term Plan - 4,00,00,000 Reliance Income Fund 5,00,00,000 - Templeton India Low duration Fund - 3,00,00,000 IDBI Liquid Fund Growth Plan - 1,24,829 UTI Short Income Fund - 5,00,00,000 IDBI Dynamic Bond Fund - 4,00,00,000 Morgan Stanley Active 5,00,00,000 - Birla Sun Life Dynam 5,00,00,000 - Reliance Liquid Fund 1,02,40,392 - Religare Ultra S T F 2,01,10,539 - ING Treasury Adv Fun 1,00,80,356 -

Total 24,04,31,287 19,01,24,829

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

Aggragate Value Of Quoted Investment

Current:

Carrying Amount 24,04,31,287 19,01,24,829 Market Value 24,47,65,158 19,18,75,245

16 INVENTORIES

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

(a) Raw Materials 4,12,43,337 6,08,41,533 (b) Finished Goods 1,12,27,997 82,01,766

(c) Stores and Spares 7,58,41,737 7,51,59,471

(d) Others ( Packing Material ). 7,46,157 10,18,908

Total 12,90,59,228 14,52,21,678

Mode of Valuation of Inventories

Inventories

(a) Raw Materials

(b) Stores and Spares

(c) Finished Goods

Term Deposit held as margin money that are reistricted for use for more than 12 months from the

Balance Sheet date have been classified as Other Non Current Assets.

At Monthly Moving Weighted Average

Cost or Net Realisable Value, whichever

is less

At Cost or Net Realisable Value,

whichever is less

(Items other than finished goods are written down below cost only when the finished goods are written

down to their net realisable value)

At Cost or Net Realisable Value,

whichever is less

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17 TRADE RECEIVABLES

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

Outstanding for a period exceeding six monthsConsidered Good 4,39,929 30,04,828 Considered Doubtful -Less: Provision for Doubtful Trade Receivables -

4,39,929 30,04,828

Others (Considered Good) 35,59,39,399 28,22,23,660

(includes ` 34,556,779/- (Previous Year ` 40,931,012 due

from Holding Company)Total 35,63,79,328 28,52,28,488

18 CASH AND BANK BALANCES

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

Cash and cash equivalents

(a) Balances with BanksIn Current Account 3,27,78,533 10,47,428 In Cash Credit Account 91,300 -

(b) Cash on Hand 1,26,017 65,445 (c) Fixed Deposits - 13,80,00,000

Total Cash and Cash Equivalents 3,29,95,850 13,91,12,873

Other Bank Balances

(a) Fixed Deposits having term of more than one year - 15,66,17,078

Total Other Bank Balances - 15,66,17,078

Total 3,29,95,850 29,57,29,951

19 SHORT TERM LOANS AND ADVANCES

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

Other Advances 35,86,199 42,55,507 Loan to Holding Company (Unsecured, considered good) 30,51,91,165 - Deposit to Customers 20,00,000 -

Total 31,07,77,364 42,55,507

20 OTHER CURRENT ASSETS

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

(a) Balance with Government Department 4,37,97,586 12,06,61,144 (b) Current Tax Recoverable 31,73,042 21,08,126 (c) Other Current Assets 17,17,113 47,92,973 (d) Prepaid Expenses 29,99,188 28,80,149

Total 5,16,86,929 13,04,42,392

The Company has called for balance confirmation of Trade Receivables on random basis. Out of

which the Company has received response from some of the parties, which are reconciled with

Company’s account. The other balances of Trade Receivables are subject to confirmation.

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21 REVENUE FROM OPERATIONS

( Figures in `)`)`)`)

Particulars 2012-13 2011-12

Sales of Products (Net of Taxes):

Caustic 2,95,77,89,353 2,24,32,68,980

Chlorine - 10,61,88,931

Others 9,39,44,771 15,21,55,653

Total Sales 3,05,17,34,124 2,50,16,13,564

Other Operating Revenue 1,42,997 26,00,298

Total 3,05,18,77,121 2,50,42,13,862

21.1 Earning in Foreign Currency

( Figures in `)`)`)`)

Particulars 2012-13 2011-12

FOB value of Export 2,20,46,124 5,25,80,505

22 OTHER INCOME

( Figures in `)`)`)`)

Particulars 2012-13 2011-12

Interest Received on FDR 27,20,508 9,33,120

Interest Received Inter Corporate 1,36,43,985 -

Interest Received Others 97,427 1,069

Profit on Sale Of Assets - 97,12,262

Profit on Sale Of Investments 5,58,934 1,24,829

Gain/loss on foreign currency transactions and translation

(Net)12,71,018 19,11,564

Miscellaneous Income 1,30,401 7,90,184

Total 1,84,22,273 1,34,73,028

23 COST OF MATERIAL CONSUMED

( Figures in `)`)`)`)

Particulars 2012-13 2011-12

Common Salt 16,13,52,264 15,18,48,336

Barium Carbonate 7,08,50,091 6,37,92,321

Sulphuric Acid 55,02,253 57,51,095

Soda Ash light 50,05,132 38,76,440

Steam Coal 96,36,22,076 99,36,68,306

Others 14,85,44,467 7,80,79,343

Total 1,35,48,76,283 1,29,70,15,841

23.1

( Figures in `)`)`)`)

Particulars 2012-13 2011-12

Raw material

Imported - 52,89,538 Indigenous 1,35,48,76,283 1,29,17,26,303

1,35,48,76,283 1,29,70,15,841

Spares

Imported 54,45,541 1,39,027 Indigenous 4,00,52,730 2,81,26,816

4,54,98,271 2,82,65,843

Total 1,40,03,74,554 1,32,52,81,684

Value of Imported and Indigenous Raw Materials, Stores, Components and Spare Parts Consumed.

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24 CHANGE IN INVENTORIES OF FINISHED GOODS,WIP & STOCK IN TRADE

( Figures in `)`)`)`)

Particulars 2012-13 2011-12

Opening Stock

(i) Finished Goods 71,35,317 74,50,337

(ii) Excise duty on Finished Goods 10,66,449 10,54,854

Total (A) 82,01,766 85,05,191

Closing Stock

(i) Finished Goods 94,92,850 71,35,317

(ii) Excise duty on Finished Goods 17,35,147 10,66,449

Total (B) 1,12,27,997 82,01,766

Total (A - B) (30,26,231) 3,03,425

25 EMPLOYEE BENEFITS EXPENSE

( Figures in `)`)`)`)

Particulars 2012-13 2011-12

Salaries,Wages and Funds 6,42,04,158 5,90,69,552

Staff welfare expenses 90,53,130 74,59,646

Total 7,32,57,288 6,65,29,198

26 FINANCE COSTS

( Figures in `)`)`)`)

Particulars 2012-13 2011-12

Interest expense 32,17,53,409 43,08,46,920

Prepayment Premium 13,46,380 2,69,276

Upfront Fees 20,12,814 4,02,563

Bank Charges 19,84,207 10,97,673

Total 32,70,96,810 43,26,16,432

27 OTHERS EXPENSES

( Figures in `)`)`)`)

Particulars 2012-13 2011-12

Consumption of stores and spare parts 4,54,98,271 2,82,65,843

Consumption of Packing Materials 1,83,04,076 1,30,45,827

Power and fuel 43,36,700 49,66,693

Repairs to buildings 46,87,964 18,49,539

Repairs to machinery 1,85,66,194 1,70,11,460

Insurance 77,78,865 68,35,207

Rates and taxes 51,64,617 76,24,911

Water Charges 4,60,03,968 4,16,90,430

Labour Contract 3,96,04,614 3,63,71,883

Commission on Sales 2,28,41,409 1,98,10,648

Loss on Derivatives 5,02,66,441 (1,63,19,860)

Loss on sales of Assets 40,06,974 -

Miscellaneous expenses

(a) Manufacturing 7,62,484 (39,54,234)

(b) Admin Expenses 2,28,02,236 1,62,94,642

(c) Selling and Distribution Charges 1,57,65,093 1,61,86,454

Prior Period items

Payments to the auditor as :-

(a) auditor 8,50,000 7,00,000

(b) for taxation matters 1,00,000 25,000

(c) for company law matters -

(d) for management services -

(e) for other services 50,000 75,000

(f) for reimbursement of expenses -

Total 30,73,89,906 19,04,79,443

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27.1 Details of Expenditure on Foreign Currency

( Figures in `)`)`)`)

Particulars 2012-13 2011-12

Interest on ECB loan 5,31,51,849 5,39,54,037

Installment to IFC agaisnt ECB 14,95,24,850 6,98,99,930

Other Expenses Including Capital Expenditure 13,19,84,600 65,74,501

Foreign Travelling - 3,05,289

Others 46,14,459 4,22,228

Total 33,92,75,758 13,11,55,985

28 CONTINGENT LIABILITIES

Contingent Liabilities not provided for in the accounts:

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

In respect of Bank Guarantee 2,26,14,207 2,08,14,207 In respect of Letter of Credit NIL 11,58,69,875

30 SEGMENT REPORTING

32 DISCLOSURE OF EARNING PER SHARE AS PER AS 20

( Figures in `)`)`)`)

Particulars 31st March 2013 31st March 2012

Net Profit after Tax attributable to shareholders 25,85,59,505 8,84,690 Weighted average number of shares at the end of year 6,76,89,999 6,76,89,999

Nominal Value of shares 10 10 Basic / Diluted earning per share 3.82 0.01

33 DERIVATIVES

( Figures in `)`)`)`)

Particulars

31st March 2013 31st March 2012

(5,31,96,993)Currency Swap (ECB -IFC) 79,80,574 (29,30,552)

11,14,62,088 5,79,94,174

Fair Value

The amount of unhedged foreign exchange exposure as on 31st March, 2013 is US$ 13,468,714.

Interest Rate Swap Contract (ECB -IFCI)

The company has only one segment i.e. Manufacturing of Basic Chemicals (Caustic Soda Lye)

Full Currency Swap (ECB-SCB)

The Estimated amount of contract for Expansion Project of 20 MW of Captive Power Plant remaining to be executed on capital account of ` 140,959,734 (Previous Year `185,401,141) net of advances is not provided for.

The Company uses derivative contracts to manage it foreign currency exposure relating to its underlying transactions and commitments The Company does’nt enter into any derivative instrument for trading or speculation purpose. The derivative contracts outstanding as on 31st March 2013 are as under:

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29 EMPLOYEE BENEFITS

Defined Benefit Obligation recognized in statement of Profit and Loss Account ( Figures in `)`)`)`)

2012-2013 2011-2012 2012-2013 2011-2012

Current Service Cost 6,55,526 7,17,936 1,54,765 2,52,761 Interest Cost 1,44,994 1,00,794 43,823 39,769 Expected return on plan assets (2,20,655) (1,29,443)Actuarial (gain)/loss (82,584) (8,56,838) (1,78,757) (1,158)Total Expenses recognized in the Statment of Profit

and Loss 4,97,281 (1,67,551) 19,831 2,91,372

Defined Benefit Obligation recognized in Balance Sheet ( Figures in `)`)`)`)

31st March

2013

31st March

2012

31st March 2013 31st March

2012Present Value of Funded Obligation 24,40,814 17,05,807 - - Fair Value of Plan Assets (33,90,302) (25,95,941) - -

Present Value of Unfunded Obligation (9,49,488) (8,90,134) 5,01,169 5,15,560 Unrecognised past Service Cost - - - - Net Liability (9,49,488) (8,90,134) 5,01,169 5,15,560 Assets /(Liabilities) in Balance Sheet (9,49,488) (8,90,134) 5,01,169 5,15,560

Change in present value of Defined Benefit Obligation ( Figures in `)`)`)`)

31st March

2013

31st March

2012

31st March 2013 31st March

2012Opening balance of present Value Of Obligation 17,05,807 12,45,905 5,15,560 4,91,588 Current Service cost 6,55,526 7,17,936 1,54,765 2,52,761 Interest cost 1,44,994 1,00,794 43,823 39,769 Acturial Loss /(Gains) (65,513) (3,43,507) (1,78,757) (1,158)Benefit Paid - (15,321) (34,222) (2,67,400)Closing Balance of Present Value of Obligation 24,40,814 17,05,807 5,01,169 5,15,560

Changes in the Fair value of Plan Assets ( Figures in `)`)`)`)

31st March

2013

31st March

2012

31st March 2013 31st March

2012

Opening Balance of Present Value of Plan Assets 25,95,941 14,38,253 - -

Expected Return on Plan Assets 2,20,655 1,29,443 - - Actuarial Gain/(Loss) 17,071 5,13,331 - - Contribution By Employesr 5,56,635 5,30,235 - - Benefit Paid - (15,321)Fair Value of Plan Assets as at 31st March,2013 33,90,302 25,95,941 - -

Actuarial Assumption

2012-2013 2011-2012 2012-2013 2011-2012

Discount Rate (per annum) 8.25% 8.50% 8.25% 8.50%Expected Return on assets (per annum) 8.70% 8.50% - - Annual Increase in Salary cost (per annum) 6.00% 6.00% 6.00% 6.00%Attrition rate 2.00% 2.00% 2.00% 2.00%

Gratuity Leave Encashment

As per revised Accounting Standard 15 (AS-15) “Employees Benefits”, the Company has recognized in the financial

statements in respects of Employee Benefits Schemes as per Actuarial Valuation as on 31st March 2013.

ParticularsGratuity Leave Encashment

Particulars

Gratuity Leave Encashment

MEGHMANI FINECHEM LIMITED

NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013

ParticularsGratuity Leave Encashment

Particulars

Gratuity Leave Encashment

Particulars

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29 EMPLOYEE BENEFITS

2012-2013 2011-2012 2012-2013 2011-2012

Government of India Securities 0% 0% 0% 0%High quality Bond 0% 0% 0% 0%Equity Share of Listed Companies 0% 0% 0% 0%Property 0% 0% 0% 0%Insurance Company 100% 100% 0% 0%

Net Asset/(Liability) recognized in Balance Sheet ( Figures in `)`)`)`)

31st March

2013

31st March

2012

31st March 2013 31st March

2012Defined Benefit obligation - - 5,01,169 5,15,560 Plan assets - - Surplus/(Deficit) - - 5,01,169 5,15,560

Net opening liability (8,90,134) (1,92,348) 5,15,560 4,91,588 Charged to Statement of Profit and Loss 4,97,281 (1,67,551) 19,831 2,91,372 Contribution paid (5,56,635) (5,30,235) (34,222) (2,67,400)Closing net liability (9,49,488) (8,90,134) 5,01,169 5,15,560 Effect of limit in Para 59(b) Net liability recognised in Balance Sheet 5,01,169 5,15,560

MEGHMANI FINECHEM LIMITED

NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013

As per revised Accounting Standard 15 (AS-15) “Employees Benefits”, the Company has recognized in the financial

Particulars

Gratuity Leave Encashment

The major categories of plan asset as percentage of Total Plan Asset

ParticularsGratuity Leave Encashment

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31 RELATED PARTY DISCLOSURES

31.1 List of related prties and their relationship:

( Figures in `)`)`)`)

1 Meghmani Organics Limited

2 Meghmani Energy Ltd.

3 Meghmani Dyes & Intermediates

4 Meghmani Industries Limited

5 Meghmani Pigments

6 Meghmani Unichem LLP

7 Matangi Industries

8 Vidhi Glbal Chemicals Ltd.

9 Tapsheel Enterprise10 Maulik J Patel11 Kaushal A.Soparkar

31.2 Transaction with related parties:

2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 21,24,40,964 20,62,44,208 - - - - - - 21,24,40,964 20,62,44,208 - - - - 1,52,94,821 1,24,32,022 - - 1,52,94,821 1,24,32,022 - - - - 2,11,86,699 69,47,949 - - 2,11,86,699 69,47,949 - - - - 1,35,91,630 94,00,658 - - 1,35,91,630 94,00,658 - - - - 31,18,410 93,87,606 - - 31,18,410 93,87,606 - - - - 10,00,81,407 1,44,16,125 - - 10,00,81,407 1,44,16,125 - 25,34,709 - - - - - - - 25,34,709 - 28,52,938 - 82,476 - - - - - 29,35,414 - 12,45,770 - - 42,573 1,23,740 - - 42,573 13,69,510 - - - - - 42,11,813 - - - 42,11,813 (1,36,43,985) - - - - - - - (1,36,43,985) - 46,14,91,165 - - - - - - - 46,14,91,165 - 15,63,00,000 - - - - - - - 15,63,00,000 - - - - - - - 6,65,732 7,17,796 6,65,732 7,17,796 - - - - - - 5,74,458 5,57,926 5,74,458 5,57,926 - 4,28,012 - - - - - - - 4,28,012 81,65,88,144 21,33,05,637 - 82,476 15,33,15,540 5,69,19,913 12,40,190 12,75,722 97,11,43,874 27,15,83,748

31.3 Outstanding Balance with related parties:

31st March

2013

31st March

2012

31st March

2013

31st

March 2012

31st March

2013

31st March

2012

31st March

2013

31st March

2012

31st March

2013

31st March

2012 3,45,56,779 4,09,31,012 - - 3,16,61,077 1,05,77,642 - - 6,62,17,856 5,15,08,654

- - - - - - 1,82,738 1,66,947 1,82,738 1,66,947 30,51,91,165 - - - - - - - 30,51,91,165 -

- - - - - - - - - - - - - - - 65,128 - - - 65,128

Payment made on behalf of company

Particulars Fellow Subsidiary

Company

CreditorsCreditors related to Infrastructure

Debtors

Kaushal A.Soparkar

Holding Company

Particulars

Enterprises in which Key

Managerial Personnel

(KMP)and its relatives have

significant influence

Sale of Goods to MPSale of Goods to Other

Fellow Subsidiary

Company

Purchase of Service/othersPurchase of Service from Meghmani Infrastructures

Enterprises in which Key

Managerial Personnel

(KMP)and its relatives have

significant influence

Sale to Goods to MDILSale of Goods

Interest Income received

Holding Company

Sale of Goods to MIL

Enterprise in which directors &KMP have significant influence

Relative of Key Management Personnel (Employee)

Name of Related Paty

Salary payableUnsecured loan to Holding Company

Total

Total

Total

Sale of goods to MULSale of Other/ServicePurchase of Tangible Asets

Relatives of Key Managerial

Person (KMP)

Relatives of Key Managerial

Person (KMP)

Loan PaymentLoan repaymentMaulik J. Patel- Salary

MEGHMANI FINECHEM LIMITED

NOTES TO THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013

Relationship

Holding Company

Fellow Subsidiary Company

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34 DISCLOSURES AS PER MSMEDA, 2006

( Figures in `)`)`)`)

Particulars 2012-2013 2011-2012

18,05,148 17,32,079

Nil Nil

31,546 54,567

31,546 54,567

2,71,400 2,39,854

35 MOVEMENT OF PROVISIONS

( Figures in `)`)`)`)

Particulars Derivative

Contracts

MSMED Suppliers

As on 1st April, 2011 1,92,50,412 1,85,288

Addition during the year - 54,566 Used during the year - - Reversed during the year 1,63,19,860 -

As on 31st March, 2012 29,30,552 2,39,854

Addition during the year 5,02,66,441 31,546 Used during the year - - Reversed during the year - -

As on 31st March, 2013 5,31,96,993 2,71,400

Nature and purpose of Estimated timing of outflow Provide recognised

of sawp contract as

per Accounting

Standerd 1 (AS-1)

Provide interest to

MSMED Suppliers for

overdue payment of

45 days as per

MSMED Act, 2006

The amount of further interest remaining due and payable

even in the succeeding years, until such date when the

interest dues as above are actually paid to the small

enterprise, for the purpose of disallowance as a deductible

expenditure under section 23.

The Company has received certain intimation from “Suppliers” regarding their status under the Micro,

Small and Medium Enterprises Development Act,2006.

The details as required by MSMED Act are given below:

The principal amount and the interest due thereon (to be

shown separately) remaining unpaid to any supplier as at

the end of each accounting year;

The amount of interest paid by the buyer in terms of Section

18, along with the amounts of the payment made to the

supplier beyond the appointed day during each accounting

year;

The amount of interest due and payable for the period of

delay in making payment (which have been paid but beyond

the appointed day during the year) but without adding the

interest specified under this Act;

The amount of interest accrued and remaining unpaid at the

end of each accounting year; and

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Meghmani Finechem Limited

Cash Flow Statement for the year ended 31st March 2013

ParticularsAs at

31st March 2013

As at

31st March 2012

A. Cashflow from Operating Activities

Net Profit Before Tax 52,88,69,561 5,81,74,654

Adjustment for :

Depreciation 48,18,35,771 47,25,67,897

Unrealised Foreign Exchange Gain - -

Interest and Finance Charges 32,70,96,810 43,26,16,432

Interest Income (1,64,61,920) (9,34,189)

Mark to Market Loss / (Gain) on Derivative 5,02,66,441 (1,63,19,860)

Expenses Amortised During the Year 33,59,194 6,71,839

Profit / Loss on Sale of Investment (5,58,934) (1,24,829)

Profit/Loss on Sale of Fixed Assets (Net) 40,06,974 (97,12,262)

Operating Profit before Exceptional & Extraordinary Item 1,37,84,13,897 93,69,39,682

Extraordinary items - -

Operating Profit before working capital changes 1,37,84,13,897 93,69,39,682

Adjustment for:

Inventories 1,61,62,450 (3,32,98,271)

Trade Receivable (7,11,50,840) (5,85,21,605)

Long term loans and advances 5,44,89,742 (7,87,82,823)

Short term loans and advances (13,30,692) (15,08,143)

Other Non Current Assets - -

Other Current Assets 7,55,52,155 17,23,31,941

Trade Payable (1,22,73,388) (1,34,18,930)

Other Current Liabilities 24,68,059 (3,39,88,843)

Long Term Provision (1,49,330)

Provisions 2,36,839 2,52,603

Sub Total 6,40,04,995 (4,69,34,071)

Cash Generated from operation 1,44,24,18,892 89,00,05,611

Direct Taxes Paid (9,15,72,552) -

Net Cash from operating activities 1,35,08,46,340 89,00,05,611

B. Cash flow from Investment Activities

Purchase of Fixed Assets (43,52,25,666) (30,95,83,852)

Fixed deposits made (1,32,65,363) (41,43,90,000)

Fixed deposits withdrawn 15,66,17,078 25,77,72,922

Interest Received 3,21,22,142 9,34,189

Redemption of Mutual Fund 49,46,91,997

Investment in Mutual Fund (53,27,21,664) (19,00,00,000)

Loan to Holding Company (30,51,91,165) -

Sale of Fixed Assets 57,17,327 1,61,03,067

Net Cash Used in Investing Activities (59,72,55,314) (63,91,63,674)

C. Cash flow from financing Activities

Interest and Finance Charges Paid (40,36,17,605) (37,30,66,393)

Payment of Upfront fees & Pre payment Premium - (5,37,47,073)

Repayment of Term Loan (from Indian Banks) (13,42,67,615) (2,14,82,91,842)

Repayment of Borrowing (ECB Loan) (14,95,24,850) (6,37,07,079)

Repayment of Borrowing (Term Loan) (29,39,74,806)

Decrease in Bank Borrowing (14,85,97,979) (5,98,09,949)

Repayment of Borrowings (Unsecured Loan) (30,00,00,000) -

Receipt of Term Loan - 2,14,82,91,842

Increase in Share Capital 27,63,00,000

Receipt of ECB Loan (from SCB) - 69,09,75,000

Receipt of Unsecured Loan - -

Increase in Bank borrowing - -

Net Cash Used in Finanacing Activities (85,97,08,049) (15,33,30,300)

Net (Decrease)/ Increase in Cash and Cash Equivalent (10,61,17,023) 9,75,11,637

Cash on Hand -Opening Balance 13,91,12,873 4,16,01,236

Cash on Hand -Closing Balance 3,29,95,850 13,91,12,873

Cash on Hand 1,26,017 65,445

Balance with Schedule Banks in Current Accounts 3,28,69,833 10,47,428

Deposits with Schedule Banks - 13,80,00,000

Total Cash & Bank Balance as per Balance Sheet 3,29,95,850 13,91,12,873

- -

Notes to the cash flow statement for the year ended on 31.03.2013

(1) The Cash flow statement has been prepared as per Indirect Method in accordance with the

Standard - 3 "Cash flow statement" issued by the Institute of Chartered Accountants of India.

(2) Figures in brackets indicate cash outflow.

(3) The previous year figures have been regrouped/restated wherever necessary to conform to this

year's classification.

As per our attached report of even date

For M/s Patel & Khandwala J M Patel - Executive Chairman

Chartered Accountants

A N Soparkar - Managing Director

(M M Khandwala) K D Mehta N M Patel - Managing Director

Partner Company Secretary

Membership No. 32472

Place : Ahmedabad Date: 20.05.2013 Place : Ahmedabad Date : 20.05.2012

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MEGHMANI FINECHEM LIMITED

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

(Amount in `)`)`)`)

I Registration Details

Registration No U24100GJ2007PLC0501717 U24100GJ2007PLC0501717

Status Code 4 4

Balance Sheet Date 31ST MARCH,2013 31ST MARCH,2012

II Capital raised during the year

Public Issue NIL NIL

Right Issue NIL NIL

Bonus Issue NIL NIL

Private Placement NIL NIL

III Position of Mobilization and Development of Funds

Total Liabilities 5805943232 5859704833

Total Asset 5805943232 5859704833

Source Of Funds -

Paid up Capital 707599990 615499990

Reserve & Surplus 1152337600 709578095

Secured Loans 3051907753 3549750055

Unsecured Loans 90000000

Deferred Tax Liability -

Application Of Funds -

Net Fixed Asset 4475633353 4376528461

Investments 240441287 190134829

Deferred Tax Asset 18581637 197191698

Net Current Asset 417620353 200973152

Miscellaneous Expenditure -

Accumulated Losses

IV Performance of Company

Turnover ( including Other Income) 3070299394 2517686890

Total Expenditure (including prior year expences) 2541429833 2459512236

Profit before tax 528869561 58174654

Profit after tax 258559499 884690

Earning per Share ( equity) ( Annualised) 3.82 0.01

Dividend Rate -

V General Names Of Three Principal Products

Item Code No. (ITC Code) 3008 3008

Product Description Caustic Soda

For M/S PATEL & KHANDWALA For and on behalf of the Board

CHARTERED ACCOUNTANTS

(M.M.KHANDWALA) J.M.PATEL - DIRECTOR

PARTNER

Membership No.32472 A.N.SOPARKAR - DIRECTOR

N.M.PATEL - DIRECTOR

PLACE : AHMEDABAD PLACE : AHMEDABAD

DATE: 20.05.2013 DATE: 20.05.2013

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE