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Notes to Accounts of Ganesh Benzoplast Ltd.

Mar 31, 2015

1. Corporate Information

The Company is engaged in the business of manufacture, export and import of premium range of speciality chemicals, food preservatives and Industrial lubricants. The Company also provides conditioned storage facilities for bulk liquids and chemicals at various ports in India.

2. Share Capital

(a) Terms/Rights attached to Equity shares

The Company has only one class of equity shares having face value of Rs. 1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the Annual General Meeting.

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

3. Contingent Liabilities not provided for

Rs. Millions

Particulars 31-Mar-15 31-Mar-14

Claims filed by Seventeen parties before different courts against Company not acknowledge as 94.88 94.88 Debt including the claim partly acknowledged.

Claim for delayed interest(disputed) made by three parties namely M/s 944 944 Sahastraa Export and M/s Harsh Industries and M/s Fab trade.

Claims by Two co-op banks by filing recovery suits in respect of guarantees 22.32 22.32 alleged to have been issued by Company

Contingent Liabilities in respect of 50.00 50.00 pending Sales Tax re-assessment

Claim of The State Trading Corporation Ltd in respect of unrealized exports 113.50 113.50 bills of The State Trading Corporation Ltd

Claim of Jawaharlal Nehru Port Trust Amount Amount &Marmagao Port Trust in Arbitration indeter indeter minate minate

Income Tax demand (Pertains to interest charged u/s 234A/B/C and 220(2) of I.T Act 1961) in respect of Assessment Year 1999-00 and 2000- 01. In this respect the Company has 28.21 28.21 approached to BIFR for waiver of overall interest. And looking in to Company's financial crisis our plea is likely to be accepted.

4. Capital Commitments

Estimated amount of contract remaining to be executed on capital account, net of advances, not provided for is Rs. 21.36 Million (Previous year Rs. 18.33 Million)

5. In earlier years net worth of the Company had been fully eroded, as a result Company had approached to the Board for Industrial & Financial Restructuring (BIFR) for protection provided under The Sick Industrial Company's (Special Provisions) Act, 1985 and the Company was declared as sick unit vide order of BIFR passed in May, 2010 vide reference no.42/2009 wherein the board has appointed IDBI as Operating Agency (OA) which has submitted the revival scheme to BIFR.

In April, 2013 Draft rehabilitation scheme (DRS) was circulated to public for suggestion and objections. As per the directions of BIFR, in December, 2014 Operating Agency (OA)submitted the revised final DRS incorporating some of the changes suggested by BIFR for its sanction, and very soon BIFR will sanction the said DRS.

6. Gratuity and other post-employment benefit plans

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is non-funded.

The following tables summaries the components of net benefit expense recognized in the profit and loss account and amounts recognized in the balance sheet for the respective plans.

7. There are no dues to Micro, Small and Medium Enterprises as defined under "The Micro, Small and Medium Enterprises Development Act, 2006 as at 31 March 2015. This information has been determined to the extent; such parties have been identified on the basis of the information available with the Company.

8. Related Party Disclosure

a) Names of related parties and related party relationship

Related parties where control exists irrespective of whether Nil transactions have occurred or not

Related parties with whom transactions have taken place during the year

Key Management Personnel Rishi Pilani/Raunak Pilani (Promoter Directors)

Ramesh Pilani (CEO)

Relatives of key management Poonam Pilani (Wife of personnel Rishi Pilani)

Manju Pilani (Mother of Paunak Pilani)

Sushila Pilani (Mother of Rishi Pilani)

Ramakant Pilani (Father of Raunak Pilani)

Enterprises owned or Futuristic Offshore Services significantly influenced by key and Chemical Ltd management personnel or their relatives Agarwal Chemicals

Ganesh Investment and Financial Technics Pvt Ltd

Infrastructure Logistic Systems Ltd

Susram Financial Services and Realty Pvt Ltd.

Agarwal Bulk Actives Pvt.Ltd.


Mar 31, 2014

1. Corporate Information

Ganesh Benzoplast Limited (the Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on Bombay Stock Exchange in India. The company is engaged in the business of manufacturing and selling food preservatives and industrial lubricants. The company caters to both domestic and international markets. The company also provides storage and warehousing services at various ports in India.

2. Basis of preparation

The financial statements have been prepared to comply in all material respects in respects with the Notified accounting standard by Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention on an accrual basis. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

(a) Terms/Rights attached to Equity shares

The company has only one class of equity shares having par value of ''1'' per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

b) Company had issued 746,630 nos. of Zero coupon Bond (ZCB) having face value of Rs. 100 each for an aggregate of Rs. 74.66 million to IFCI in accordance with One Time Settlement Agreement entered in the earlier years. The said ZCB are redeemable at par in three equal installments of Rs. 24.88 million each on September 30, 2016, September 30, 2017 and September 30, 2018. These ZCB are interest free and non transferable. Further these are secured by second charge on all fixed assets of the Company.

c) Cent rental loan is secured against contract with one of the customer Indorama Synthetic (I) Limited for rendering of storage services. Further this is secured against mortgage of personal properties of promoters alongwith personal guarantees of directors and their relatives.

d) Term Loans from financial institutions include loans directly disbursed by India Debt Management Pvt Lrd (IDM) and those acquired by IDM from some erstwhile lenders of the Company. All these term loans are secured by a first charge/ mortgage of all immovable properties both present and future and by a first charge by way of hypotheecation of all movables (save and except book debts) including movable machinery spares, tools and accessories present and future and shall rank pari passu between one another. These loans are proposed to be restructured in both quantum and repayment schedule under a draft Rehabilitation Scheme filed by the Company with BIFR which is pending approval. As per the proposed terms under the Draft Rehabilitation Scheme, these loans carry an interest rate of 18.50% p.a. effective from January 1,2014 and are repayable before 31.08.2014 based on terms agreed between IDM and the Company. The Company is taking appropriate steps to repay the said loans, by way of availing fresh long term loans from prospective investor to replace the debt of IDM. Hence though the restructured loans of IDM are repayable by 31.08.2014, these continue to be classified as Long term borrowings for the current finacial year as the Compnay and management expect to refinance these obligations through fresh long term loans.

The Company has made profit during the year but since, the company has sufficient assessed losses as well as book losses, no provision has been made in respect of Income Tax or MAT u/s 115JB of the Income Tax Act,1961. Further in view of uncertainty of availment of tax benefit on accumulated business losses and unabsorbed depreciation, company has recognized deferred tax assets only to the extent of deferred tax liability.

e) Fixed deposits are subject to first charge to secure the bank overdraft facilty and bank guarantees issued in favour of the company.

f) Margin Money deposit are subject to first charge to secure the bank gurantees issue by the Central bank of India in the favour of company of equal amount to various parties.

3. Contingent Liabilities not (Rs. in millions) provided for

Particulars 31-Mar-14 31-Mar-13

Claims filed by Seventeen 94.88 94.88 parties before different courts against company not acknowledge as Debt including the claim partly acknowledged.

Claim for delayed 9.44 9.44 interest(disputed) made by three parties namely M/s Sahastraa Export and M/s Harsh Industries and M/s Fab trade.

Claims by Two co-op banks by 22.32 22.32

filing recovery suits in respect of guarantees alleged to have been issued by company

Contingent Liabilities in respect 50.00 50.00 of pending Sales Tax re- assessment

Claim of The State Trading 113.50 113.50 Corporation Ltd in respect of unrealized exports bills of The State Trading Corporation Ltd

Claim of Jawaharlal Nehru Port Amount Amount Trust & Marmagao Port Trust in indeter- indeter-

Arbitration minate minate

Income Tax demand (Pertains 28.21 37.63

to interest charged u/s 234A/B/C and 220(2) of I.T Act 1961) in respect of Assessment Year 1999-00 and 2000-01. In this respect the company has approached to BIFR for waiver of overall interest. And looking in to company''s financial crisis our plea is likely to be accepted.

4. Capital Commitments

Estimated amount of contract remaining to be executed on capital account, net of advances, not provided for is Rs. 18.33 Million (Previous year Rs. 55.00 Million)

5. Capital and Reserves of the company has been fully eroded by the net losses, the necessary reference to the Board for Industrial & Financial Reconstruction (BIFR) had been made and the company was declared as sick vide order of BIFR passed in May, 2010, wherein the board has appointed Operating Agency to prepare a revival scheme for the Company. In April''2013 Draft rehabilitation scheme (DRS) was circulated to public for suggestion and objections.

6. Gratuity and other post-employment benefit plans:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is non-funded.

The following tables summaries the components of net benefit expense recognized in the profit and loss account and amounts recognized in the balance sheet for the respective plans.

7. There are no dues to Micro, Small and Medium Enterprises as defined under "The Micro, Small and Medium Enterprises Development Act, 2006 as at 31 March 2014. This information has been determined to the extent; such parties have been identified on the basis of the information available with the Company.

8. Since the paid up share capital of Company is more than Rs. 50 million, It is required to employ whole time secretary as per the provisions of section 383A of the Companies Act, 1956. Since company is suffering from great financial crisis and cost efficient Company Secretary is not available for reasonable remuneration, accordingly the Company has outsourced all its secretarial work to professional CS firm.


Mar 31, 2013

1. Corporate Information

Ganesh Benzoplast Limited (the Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on Bombay Stock Exchange in India. The company is engaged in the business of manufacturing and selling food preservatives and industrial lubricants. The company caters to both domestic and international markets. The company also provides storage and warehousing services at various ports in India.

2. Basis of preparation

The financial statements have been prepared to comply in all material respects in respects with the Notified accounting standard by Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention on an accrual basis. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

3. Capital Commitments

Estimated amount of contract remaining to be executed on capital account, net of advances, not provided for is Rs. 55.00 Million (Previous year Rs. 0.8 Million)

4. Capital and Reserves of the company has been fully eroded by the net losses, the necessary reference to the Board for Industrial & Financial Reconstruction (BIFR) had been made and the company was declared as sick vide order of BIFR passed in May, 2010, wherein the board has appointed Operating Agency to prepare a revival scheme for the Company.

5. Gratuity and other post-employment benefit plans:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is non-funded.

The following tables summaries the components of net benefit expense recognized in the profit and loss account and amounts recognized in the balance sheet for the respective plans.

6. There are no dues to Micro, Small and Medium Enterprises as defined under "The Micro, Small and Medium Enterprises Development Act, 2006 as at 31 March 2013. This information has been determined to the extent; such parties have been identified on the basis of the information available with the Company.

7. Since the paid up share capital of Company is more than Rs. 50 million, It is required to employ whole time secretary as per the provisions of section 383A of the Companies Act, 1956. Since company is suffering from great financial crisis and after lot of effort also cost efficient Company Secretary is not available for reasonable remuneration. Accordingly the Company has outsourced all its secretarial work to professional CS firm.


Mar 31, 2012

1. Corporate Information

Ganesh Benzoplast Limited (the company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on Bombay Stock Exchange in India. The company is engaged in the business of manufacturing and selling food preservatives and industrial lubricants. The company caters to both domestic and international markets. The company also provides storage and warehousing services at various ports in India.

2. Basis of preparation

The financial statements have been prepared to comply in all material respects in respects with the Notified accounting standard by Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention on an accrual basis. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year. Previous year''s figures have been regrouped where necessary to confirm this years classification keeping in mind requirement of revised schedule VI.

(a) Terms/Rights attached to Equity shares

The company has only one class of equity shares having par value of n'' per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

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 ail preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

As per the records of the company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal & beneficial ownership of shares.

a) Company had issued 746,630 nos. of Zero coupon Bond (ZCB) having face value of Rs.100 each for an aggregate of Rs.74.66 million to IFCI in accordance with One Time Settlement Agreement entered in the earlier years. The said ZCB are redeemable at par in three equal installments of Rs.24.88 million each on September 30, 2016, September 30, 2017 and September 30, 2018. These ZCB are interest free and non transferable. Further these are secured by second charge on all fixed assets of the Company.

b) Cent rental loan is secured against contract with one of the customer Bharat Petroleum Corporation Limited for rendering of storage services. Further this is secured against mortgage of personal properties of promoters alongwith personal guarantees of directors and their relatives and corporate guarantee of M/s Agarwal Bulk Actives Pvt Ltd. (Associates). This loan is'' repayable in 24 monthly installments ofRs. 1.22 million each including interest @ bank rate plus 5% p.a., from the date of the loan.

c) Term Loans from financial institutions are secured against mortgage/charge of all movable/immovable properties both present and future and first charge by way of hypothecation of all movables (save and except book debts) including movable machinery spares, tools and accessories present and future subject to prior charge and/or charge to be created in favour of India Debt Management Pvt. Ltd ("IDM") for the loans extended by it to the company and shall rank pari-passu with such charges. There are no agreed term in respect of repayment and interest is charged @16% p.a.

a) Bank overdraft facility is secured against fixed deposits of Rs. 45 Millions with bank. The overdraft is repayable on demand and carries interest @ 10% p.a.

b) Cent rental loan is secured against contract with one of the customer The Fertilizers Chemical Travancore Limited for rendering of storage services. Further this is secured against mortgage of personal properties of alongwith personal guarantees of directors and their relatives and corporate guarantee of M/s Agarwal Buik Actives Pvt Ltd. (Associates).

The Company has made profit during the year but since the company has huge assessed losses as well as book losses, no provision has made in respect of Income Tax or MAT u/s 115JB of the Income Tax Act,1961. Secondly SICK companies are exempt from MAT as per provisions of section 115JB of the act. Further In view of uncertainty of availment of tax benefit on accumulated business losses and unabsorbed depreciation, company has recognized deferred tax assets only to the extent of deferred tax liability. .

3. CAPITAL COMMITMENTS

Estimated amount of contract remaining to be executed on capita! account, net of advances, not provided for is Rs. 0.8 Million (Previous year 7NIL).

4. Capital and Reserves of the company has been fully eroded by the net losses, the necessary reference to the Board for Industrial & Financial Reconstruction (BIFR) had been made and the company was declared as sick vide order of BIFR passed in May, 2010, wherein the board has appointed Operating Agency to prepare a revival scheme for the Company.

5. GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is non-funded. .

The following tables summaries the components of net benefit expense recognized in the profit and loss account and amounts recognized in the balance sheet for the respective plans.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

6. There are no dues to Micro, Small and Medium Enterprises as defined under "The Micro, Small and Medium Enterprises Development Act, 2006 as at 31 March 2012. This information has been determined to the extent; such parties have been identified on the basis of the information available with the Company.

7. Since the paid up share capita! of Company is more than Rs.50 million, It is required to employ whole time secretary as per the provisions of section 383A of the Companies Act, 1956. Since company is suffering from great financial crisis and after lot of effort also cost efficient Company Secretary is not available for reasonable remuneration. Accordingly the Company has outsourced all its secretarial work to professional CS firm.

8. Remuneration to Managing Director-As per resolution passed in 24th General meeting of the Company held on 30 September 2011 Company has paid Rs.0.5 Million 70.1 Million. Per month to Mr, Rishi Pilani starting from 1 November 2011 till 31 March 2012 as salary for the post of Chairman Cum Managing Director.


Mar 31, 2011

1 Contingent Liabilities not provided for

(Rs. in millions)

31-Mar-11 31-Mar-10

Claims fled by Twenty Two parties 89.91 89.91

before different courts against com- pany not acknowledge as Debt includ- ing the claim partly acknowledged

Claims by Two co-op banks by fling 13.20 13.20 recovery suits in respect of guaran- tees alleged to have been issued by company

Contingent Liabilities in respect of 50.00 50.00 pending Sales Tax re-assessment

Claim of The State Trading Corpo- 113.50 ration Ltd in respect of unrealized 113.50 exports bills of The State Trading Corporation Ltd

Claim of Jawaharlal Nehru Port Amount Amount Trust & Marmagao Port Trust in indetermi- indetermi- Arbitration nate nate

Income Tax demand (Pertains to 37.63 37.63 interest charged u/s 234A/B/C and 220(2) of I.T. Act 1961) in respect of Assessment Year 1999-00 and 2000-01. In this respect the company has approached to BIFR for waiver of overall interest. And looking in to company's financial crisis our plea is likely to be accepted.

2. Capital and Reserves of the company has been fully eroded by the net losses, the necessary reference to the Board for Industrial & Financial Reconstruction (BIFR) had been made and the company was de- cleared as sick unit vide order of BIFR passed in May, 2010, wherein the board has appointed Operating Agency to prepare a revival scheme for the Company.

3. Secured Loans referred to in Schedule 'C':-

a) Company had issued 746,630 nos. of Zero coupon Bond (ZCB) having face value of Rs.100 each for an aggregate of Rs.74.66 million to IFCI in accordance with One Time Settlement Agreement entered in the earlier years. The said ZCB are redeemable in three equal installments of Rs.24.88 million each on September 30, 2016, September 30, 2017 and September 30, 2018. These ZCB are interest free.

b) Term Loans referred to (B) (1) and (2) of schedule 'C' are secured by mortgage/charge of all movable/immovable properties both present and future and first charge by way of hypothecation of all movables (save and except book debts) including movable machinery spares, tools and accessories present and future subject to prior charge and/or charge to be created in favour of India Debt Management Pvt. Ltd ("IDM") for the loans extended by it to the company and shall rank pari passu with such charges.

4. The Company has made Profit during the year but since the company has huge assessed losses as well as book losses, no provision has made in respect of Income Tax or MAT u/s 115JB of the Income Tax Act,1961. Further In view of uncertainty of a ailment of tax benefit on accumulated business losses and unabsorbed depreciation, company has recognized deferred tax assets only to the extent of deferred tax liability.

5. Since the paid up share capital of Company is more than Rs.50 million, It is required to employ whole time secretary as per the provisions of section 383A of the Companies Act, 1956. Since company is suffering from great financial crisis and after lot of effort also cost efficient cost accountant is not available for reasonable remuneration. Accordingly the Company has outsourced all its secretarial work to professional CS firm.

There has been no payment of remuneration to the managing director or any other directors of the Company.

6. Segment Information

Business Segments :

The business of the company is presently organized in the following major segments

CHEMICAL DIVISION

Manufacturing and marketing of specialized chemicals such as Benzoate Plasticizer, Benzoic Acid and spectrum preservatives. The company is the only company in India to manufacture pure Benzoic Acid, confirming to international standards of food grade. Sodium Benzoate & Benzoic acid both have huge demands in the Industries like Food Processing, Fruit Processing Toothpaste, Automobile, Paints, Tobacco, Rubber, Coolant, Paper, Corrosion and Cutting Oils

INFRASTRUCTURE DIVISION

Liquid chemical storage tanks which are leased on rent for storing liquid chemicals. The tanks are located presently at JNP (Nhava Sheva), Goa and Cochin. The storage terminals are located at prime terminals for import and export of liquid cargo.

Others include immaterial operating segments of the company.,,

Geographical Segments :

The Company does not have revenue or assets/ customers based on such revenue which expose the Company to diverse risk/reward environments hence the company has not made any secondary segment disclosures. Also since the operations of the company are in India and hence the Company is not affected by diverse risks & rewards environment.

The details are as under:

7 Gratuity and other post-employment benefit plans:

The Company has a defend benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is non-funded.

The following tables summarise the components of net benefit expense recognised in the Profit and loss account and amounts recognised in the balance sheet for the respective plans.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

8 Un-hedged Foreign Currency Exposure

Particulars of Un-hedged foreign Currency Expo- sure as at the Balance Sheet date

* It is not practicable to furnish quantitative information in view of the large number of items which differ in size and nature, each being less than 10% in value of the total.

** Excluding captive consumption

*** Capacities of all the finished goods are interchangeable and can be utilized for different product mix

9. The Company has operating lease from various premises which are renewable on a periodic basis and cancelable at its option. Rental expenses for operating lease are charged to Profit and Loss account for the year Rs.19.53 Million(Previous Year Rs.23.17 Million)

Not later than one year Rs.19.53 Millions (Previous Year Rs.23.17 Millions)

Not later than five years Rs.19.53 Millions (Previous Year Rs.23.17 Millions)

10. The Company in earlier years had given interest free loan/advances to one of the director of the Company amount- ing to Rs.8.28 Millions for which the approval of Central Government as required by section 295(1) of Companies Act,1956 was not obtained. During the current financial year whole loan was repaid by the said director and no such amount is outstanding from him. Similarly company has also regularized the provisions of section 58A,58AA of Companies Act,1956, in respect of acceptance of Fixed Deposits from public by way of repaying the whole amount of Rs.10.92 Millions taken from shareholders and relatives,

11. Previous Year Comparatives

Previous year's figures have been regrouped where necessary to conform to this year's classification.

Note : (1) Figures in brackets represents outflows

(2) The above cash flow statements has been prepared under the indirect method as set outing the Accounting standard 3 on cash flow statement issued by the ICAI.


Mar 31, 2010

1 Contingent Liabilities not provided for

Rs, in millions

2009-2010 2008-2009

Claims against the Company not acknowledged as debts * 42.00 42.00

Guarantees and Counter guarantees given by the Company 2.66 2.00

Income Tax demand (including interest u/s 234 A/B/C & 220) in respect of Assessment

Year 1999-00 in respect of which the company has gone on appeal.

Based on judicial pronouncements, the Companys claim is likely to be accepted by appellate authorities 37.63 37.63

Claims against the Company not acknowledged as debts comprises of two customers who have commenced action against the Company in respect of losses suffered due to rupture of storage tank. It has been estimated that the liability, should the action be successful is Rs. 42 millions

A trial date has not yet been set and therefore it is not practicable to state the timing of any payment. The Company has been advised by its Counsel that it is possible, but not probable, the action will succeed and accordingly no provision for any liability has been made in these financial statements.

2. Capital and Reserves of the company has been fully eroded by the net losses, the necessary reference to the Board for Industrial & Financial Reconstruction (BIFR) had been made and the case has been registered. The management of the Company is working on business plans to improve profitability and is working with certain lenders on improving its capital structure. Subsequent to the year end the Company has been declared as Sick Industrial Undertaking by Board for Industrial and Financial Reconstruction (BIFR), wherein the board has appointed Operating Agency to prepare a revival scheme for the Company.

3. Debentures referred to in Schedule C:-

a) During the current and previous financial year Company has redeemed all the Non Convertible Debentures way of One Time Settlement (OTS). As on date no liability exists for Non Convertible debentures.

b) Company had issued 746,630 nos. of Zero coupon Bond (ZCB) having face value of Rs.100 each for an aggregate of Rs.74.66 Mn. to IFCI in accordance with One Time Settlement agreement. The said ZCB are redeemable in three equal installments of Rs.24.88 Mn.each on September 30,2016, September 30,2017 and September 30,2018. These ZCB are interest free.

c) Term Loans referred to (B) (1) and (2) of schedule C are secured by mortgage/charge of all movable properties both present and future and first charge by way of hypothecation of all movables (save and except book debts) including movable machinery spares, tools and accessories present and future subject to prior charge and/ or charge to be created in favour of India Debt Management Pvt Ltd ("IDM") for the loans extended by it to the company and shall rank pari-passu with such charges.

Apart from the Term Loans referred to (B) (1) and (2) of schedule C, the company has also taken two loans from IDM secured by all movable and immovable assets of the company. The security creation on these loans is yet to be completed

4. The Company has made loss during the year and accordingly no provision has made in respect of Income Tax. The Company has accumulated losses upto March 31, 2010. Further In view of uncertainty of availment of tax benefit on accumulated business losses and unabsorbed depreciation, company has recognized deferred tax assets only to the extent of deferred tax liability.

5. Since the paid up share capital of Company is more than Rs 2 crores, It is required to employ whole time secretary as per the provisions of section 383A of the Companies Act, 1956. The Company has given advertisement for appointment and the whole time secretary will be appointed in due course.

6. There has been no payment of remuneration to the managing director or any other directors of the Company.

7. Segment Information

Business Segments :

The busings of the company is presently organized in the following major segments

CHEMICAL DIVISION

Manufacturing and marketing of specialized chemicals such as Benzoate Plasticizer, Benzoic Acid and spectrum preservatives. The company is the only company in India to manufacture pure Benzoic Acid, confirming to international standards of food grade. Sodium Benzoate & Benzoic acid both have huge demands in the Industries like Food Processing, Fruit Processing Toothpaste, Automobile, Paints, Tobacco, Rubber, Coolant, Paper, Corrosion and Cutting Oils.

INFRASTRUCTURE DIVISION

Liquid chemical storage tanks which are leased on rent for storing liquid chemicals. The tanks are located presently at JNP (Nhava Sheva), Goa and Cochin. The storage terminals are located at prime terminals for import and export of liquid cargo.Others include immaterial operating segments of the company.

Geographical Segments :

The Company does not have revenue or assets/ customers based on such revenue which expose the Company to diverse risk/reward environments hence the company has not made any secondary segment disclosures.

8. Related Parties

a) Names of related parties

Names of related parties where control exists irrespective of whether transactions have occurred or not

Nil

Names of other related parties with whom transactions have taken place during the year

Key Management Personnel

Relatives of key management personnel

Rishi Pilani / Raunak Pilani

Ravi Pilani Poonam Pilani Shantidevi Pilani Manju Pilani Sushila Pilani Ramakant Pilani Ramesh Pilani

Enterprises owned or significantly influenced by key management personnel or their relatives

Futuristic Offshore Services And Chemical Ltd

Agarwal Chemicals

Susram Financial Services and Techniques Pvt Ltd.

Agarwal Bulk Actives Pvt.Ltd.

Ganesh Risk Management Pvt. Ltd

Ganesh Flexobenz Pvt.Ltd

Ganesh Energene Limited

9. Gratuity and other post-employment benefit plans:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is non-funded.The following tables summarise the components of net benefit expense recognised in the profit arrd loss account and amounts recognised-in the balance sheet for the respective plans.

10. The Company has operating lease from various premises which are renewable on a periodic! basis and cancelable at its option. Rental expenses for operating lease are charged to Profit and Loss account for the year Rs.23.17 Mn. (Previous Year Rs. 17.57 Mn.)

Not later than one year Rs. 23.17 Mn. (Previous Year Rs. 17.57 Mn.) Not later than five years Rs. 23.17 Mn. (Previous Year Rs. 17.57 Mn.)

11. Previous Year Comparatives

Previous years figures have been regrouped where necessary to conform to this years classification.

 
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