Notes to Accounts of Metroglobal Ltd.

Mar 31, 2018

NOTE - 1 : FINANCIAL INSTRUMENTS

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

1. Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short term maturities of these instruments.

2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different from their carrying amounts.

The Financial Instruments are categorised in two level based on the inputs used to arrive at fair value measurements as described below:-

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: Inputs which are not based on observable market data

Note 2—Financial Risk Management

Financial risk management objectives and policies

The company’s principal financial liabilities comprises of loans and borrowings, trade and other payables. The Company’s principal financial assets include mutual funds, trade and other receivable and cash and cash equivalents that derive directly from its operations. The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The senior management ensures that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are indentified, measured and managed in accordance with the Company’s policies and risk objectives. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purpose. The Board of Directors reviews policies for managing each of these risks, which are summarized below :

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

(i) Market Risk- Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s main interest rate risk arises from the long term borrowings with fixed rates. The Company’s fixed rates borrowings are carried at amortized cost. The Company invests the surplus fund generated from operations in mutual funds. Considering these mutual funds are short term in nature, there is no significant interest rate risk. The Company has laid policies and guidelines including tenure of investment made to minimize impact of interest rate risk

(ii) Market Risk- Foreign currency risk.

Foreign currency risk is the risk that the fair fluctuate because in foreign exchange rates. The Company does not have material foreign currency exposure as at balance sheet date. Hence, it does not have any significant foreign currency risk.

(iii) Credit risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the company periodically assess financial reliability of customer, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

The company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk the company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as:

i) Actual or expected significant adverse changes in business,

ii) Actual or expected significant changes in the opertaing results of the counterparty,

iii) Financial or economic conditions that are expected to cause a significant change to the counterparty’s ability to meet its obligations,

iv) Significant increase in credit risk on other financial instruments of the same counterparty,

v) Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements .

(iv) Liquidity Risk

Liquidity risk is defined as the risk that the company will not be able to settle or meet its obligations on time, or at a reasonable price. The company’s treasury deparment is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related such risk are overseen by senior management. Management monitors the company’s net liquidity position through rolling forecasts on the basis of expected cash flows.

(v) Capital risk management

The primary objective of the Company’s capital management is to maximise the shareholder value. The Company manages its capital structure and makes adjustmentss in light of changes in economic conditions and the requirements of the financial covenants.

NOTES 3 FORMING PART OF FINANCIAL STATEMENTS AS AT 31st March 2018

1) First time adoption of Ind AS

These financial statements are the Company’s first standalone financial statements prepared in accordance with Ind AS based on the permissible options and exemptions available to the Company in terms of Ind AS 101 ‘First time adoption of Indian Accounting standards’. For periods up to and including the year ended on March 31, 2017, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (previous GAAP).

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on March 31, 2018, together with the comparative period data as at and for the year ended March 31, 2017, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet was prepared as at April 1, 2016, the Company’s date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its previous GAAP financial statements, including the balance sheet as at April 1, 2016 and the financial statements as at and for the year ended March 31, 2017.

1.1 Optional exemptions availed

i) Fair value measurement of financial assets or financial liabilities at Initial Recognition

Company has elected to apply requirement in paragraph B5.1.2A of Ind AS 109 prospectively to transactions entered into on or after the date of transition to Ind ASs.

II) Deemed Cost

The Company has elected to measure all its intangible assets at the previous GAAP carrying amount as its deemed cost on the date of transition to Ind AS.

1.2 Applicable mandatory exceptions i) Estimates

The estimates at April 1, 2016 and at March 31, 2017 are consistent with those made for the same dates in accordance with previous GAAP (after adjustments to reflect any differences in accounting policies, if any) apart from the following items where application of previous GAAP did not require estimation:°% FVTPL investments°% FVTOCI - debt securities°% Impairment of financial assets based on expected credit loss model

II) Classification and measurement of financial assets

As required under Ind AS 101, the classification of financial assets to be measured at amortised cost or fair value through other comprehensive income is made on the basis of the facts and circumstances that existed on the date of transition to Ind AS.

2) The amounts in the Balance Sheet and Profit and Loss Account are rounded off to the nearest thousand and indicated in lacs of rupees.

3) Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.

4) The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report.

5) The Ministry of Corporate Affairs, Government of India, vide General Circular No.2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted a general exemption from compliance under Companies Act 2013, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption.Necessary information relating to the subsidiaries has been included in the annexure to the Consolidated Financial Statements.

6) Company has not received any intimation from the suppliers regarding their status under theMicro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relatingto amounts unpaid as at the year end together with interest paid / payable as required under the said Act have not been given.

7) In terms of AS 108 Segment reporting prescribed under sec 133 of companies act 2013, segment information has been appended in the Consolidated Financial Statements (CFS).

8) No commission (Previous Year Rs. NIL) has been paid to the Managing Director / Dy.Managing Director for the year under review in view of resolution passed by the Board of directors and as agreed by the Managing Director.

10) DISCLOSURE PURSUANT TO IND AS - 19 “EMPLOYEE BENEFITS”

i) Gratuity: In accordance with the applicable laws, the Company provides for gratuity, a defined benefit retirement plan (“The Gratuity Plan”) covering eligible employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement (subject to completion of five years of continuous employment), death, incapacitation or termination of employment that are based on last drawn salary and tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation on the reporting date and the Company makes annual contribution to the gratuity fund administered by Reliance Nippon Life Insurance Company Limited and Future Generali life Insuurance Company Limited under Group Gratuity Scheme.

The disclosure in respect of the defined Gratuity Plan are given below:

C. Assumptions

With the objective of presenting the plan assets and plan liabilities of the defined benefits plans at their fair value on the balance sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date.

11) i) In the Opinion of the Management, any of the assets other than fixed assets and non-current investments have value on realization in the ordinary course of business at least equal to the amount at they are stated. The accounts of certain Trade Receivables, Trade Payables, Loans and Advances are however, subject to formal confirmations/reconciliations and consequent adjustments, if any. The management does not expect any material difference affecting the current year’s financial statements on such reconciliation/ajustments.

ii) Other expenses include bad debts of Rs 440.79 lacs out of which Rs 215.76 lacs is of trade receivables of Anil Limited who has mdae default in payment & legal proceedings are going on with the party and Rs225.03 lacs of loans and advances given to some parties for which amount is not realizable and hence written off as bad debts.

iii) Land is initially recognised at cost During the year land has been revalued by independent professional valuer and revaluation amount is credited to revaluation reserve od RS 3114.62 lacs and carrying amounts of land arising from revaluation is increased by RS 3114.62 Lacs.

iv) Rs.1.68 Lacs being net gain (Previous year Rs.54.40 Lacs being net gain) on account of exchange difference have been adjusted in the respective heads of account in the profit & loss account.

During 1993, the Company had imported plant and machinery under Export Promotion Capital Goods Scheme (‘EPCG’) at concessional rate of custom duty against export obligation under the said Scheme. As the Company could complete only partial Export obligation, it has received a notice of demand from Directorate General of Foreign Trade (‘DGFT’). The Company has paid the entire differential duty amount for Rs.94,68,900 on 10.05.2011 and has made necessary submissions before the authorities. In view of this submission and pending decision of forum, interest liability is not ascertainable.

The company’s pending litigation comprises mainly claims against the Company, proceedings pending with tax & other Authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and disclosed the contingent liabilities, wherever applicable, in its financial statements. The Company does not reasonable expect the outcome of these proceedings to have a material impact on its financial statements. Future cash outflow in respect of the above are determinable only on receipts of judgments/decisions pending with various forums/authorities.

Huntsman International (India) Private Limited, Mumbai has filed arbitration case against the Company for alleged violation of representations and warranties as per the Master Agreement. The above said arbitration proceedings are pending before Arbitration Tribunal.

(ii) Commitment

Operating Lease:

The Company has acquired certain Building/Office Premises under lease arrangement. The future lease payment committed is as under:

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Mar 31, 2016

OTHER NOTES TO THE ACCOUNTS

1 Previous year''s figures have been regrouped / reclassified wherever necessary to make them comparable with current year figures.

2 Excise Duty on Sales has been disclosed as reduction from the turnover.

3 The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the annexure to the Consolidated Financial Statements.

4 The amounts in the Balance Sheet and Profit and Loss Account are rounded off to the nearest thousand and indicated in lacs of rupees.

5 The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed to this Report. The CSR Policy is made available on the website of the Company.

6 There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding as at the Balance Sheet date. The above information has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

7 Accounting Standard (As-15) on Employee benefits

Provident Fund Contribution by the Company:

Contributions are made to Recognized Provident Fund/Government Provident Fund, Family Pension Fund, ESIC and other Statutory Funds which covers all regular employees. While both the employees and the Company make predetermined contributions to the Provident Fund and ESIC, contribution to the Family Pension Fund are made only by the Company. The contributions are normally based on a certain proportion of the employee''s salary.

Gratuity Benefits :

In respect of Gratuity, the Company has taken policy from Reliance Nippon Life insurance Co. Limited. and from Future Generali insurance Co. Limited policy No: GI000041. The Defined Benefit Obligation as at 31.03.2016 works out to Rs. 26.48 lacs, Actuarial Valuation for Compensated Absences is done as at the year end and the provision is made for all regular employees on the basis Actuarial Valuer''s certificate.

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Mar 31, 2014

1 Previous year"s figures have been regrouped / reclassified wherever necessary to make them comparable with current year figures.

2 Excise Duty on Sales has been disclosed as reduction from the turnover.

3 The Ministry of Corporate Affairs, Government of India vide its General Circular No: 2/2011 dated 8th February, 2011 has granted general exemption to the Holding Companies from attaching balance sheets of subsidiary Companies with the balance sheet of the Holding Company as per Section 212(8) of the Companies Act, 1956 subject to fulfillment of certain conditions. Accordingly, the Board of Directors of the Company has passed the resolution giving consent for not attaching the balance sheets of the Subsidiary Companies with that of the Company

4 The amounts in the Balance Sheet and Profit and Loss Account are rounded off to the nearest thousand and indicated in lacs of rupees.

5 In the absence of any information from vendors regarding the status of their registration under the "Micro Small and Medium Enterprise Development Act 2006" the company is unable to comply with the disclosures required to be made under the said Act.

6 During the year under review Company has converted 1416660 Unsecured Convertible Debentures each of Rs. 100/- in to 7,87,033 Equity Shares of Rs. 10/- each at a premium of Rs. 170/- per share on preferential basis as per SEBI (ICDR) Regulations,2009 after obtaining necessary approvals from Board of directors, Shareholders and Bombay Stock Exchange Ltd under Clause 24(a) of the listing Agreement. As balance of Debenture becomes Nil outstanding balance in Debenture Redemption Reserve is transferred to General Reserve.

7 Proposed Dividend of Financial Year 2012-13 has been cancelled by the Board of Directors of the Company at its meeting held on September 10, 2013 and the same cancellation of dividend is approved by members in AGM held on 28.09.2013 and hence accordingly proposed dividend and tax on the same has been removed from the financials of the company for Financial Year 2012-13

8 During the year under review Bad debts has been write off of Rs. 738.98 Lacs which comprises outstanding loans of Monarc Engineers of Rs. 354.35 lacs for which company has filed legal suit and commodity trade receivables amounting to Rs. 384.63 lacs pertaining to various commodities contracts executed through brokers on the National Spot Exchange Limited (NSEL). Over past few months, NSEL is unable to fulfill its scheduled payment obligations as agreed by them and therefore outstanding balance of Rs. 384.63 lacs has been write off from the books of accounts during the year under review.

10 (a) No commission (Previous Year Rs. NIL) has been paid to the Managing Director / Dy. Managing Director for the year under review in view of resolution passed by the Board of directors and as agreed by the Managing Director. Computation of Net Profit as per Section 349 read with Section 309(5) and section 198 of the Companies Act, 1956 therefore has not been furnished for the year under review.

ii) Total income of the company chargeable to tax is being determined by the company in accordance with provisions of the Income Tax Act, 1961 after considering allowances, claims and relief available to the Company. As the company is having accumulated losses and unabsorbed depreciation as per books of account and also under the Income Tax Act, 1961, The company has been advised that under the circumstances it shall have no liability under the Income Tax Act, 1961 and therefore no provision has been made in books of the company.

12 Rs. 33.49 Lacs being net loss (Previous year Rs. 23.04 Lacs being net gain) on account of exchange difference have been adjusted in the respective heads of account in the profit & loss account.

13 Earning per share (EPS) - EPS is calculated by dividing the profit attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year. Numbers used for calculating basic and diluted earnings per equity shares are stated below :

14 Accounting Standard (As-15) on Employee benefits

Provident Fund Contribution by the Company :

Contributions are made to Recognized Provident Fund/Government Provident Fund, Family Pension Fund, ESIC and other Statutory Funds which covers all regular employees. While both the employees and the Company make predetermined contributions to the Provident Fund and ESIC, contribution to the Family Pension Fund are made only by the Company. The contributions are normally based on a certain proportion of the employee"s salary. Amount recognized as expense in respect of these defined contribution plans, aggregate to Rs. 7.65 Lacs (Previous Year Rs. 7.79 Lacs).

Gratuity Benefits :

In respect of Gratuity, the Company has taken policy No. 40001067 from Reliance Life insurance Co. Limited. and from Future Generali insurance Co. Limited policy No: GI000041. The Defined Benefit Obligation as at 31.03.2014 works out to Rs. 21.56 lacs, Actuarial Valuation for Compensated Absences is done as at the year end and the provision is made for all regular employees on the basis Actuarial Valuer"s certificate.

NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2014

15 Based on guiding principles given in Accounting Standard on "Segment Reporting"- AS 17 as specified in the Companies (Accounting Standard) Rules, 2006 (as amended), single financial report contains both Standalone Financial Statement and Consolidated Financial Statement of the Company. Hence, the required segment information has been appended in the Consolidated Financial Statements (CFS).

16 Related party disclosures as required by Accounting Standard AS-18 issued by the Institute of Chartered Accountants of India are given below Name of the related party and nature of relationship where control exists :

Subsidiary company

1 Metrochem Capital Trust Limited

Associates Companies

Anil Dyechem Industries Pvt. Ltd Search Invatrade Pvt. Ltd.

Harvest Tradelink Pvt.Ltd. Sparkling Tradefin Pvt. Ltd.

Maiden Tradefin Pvt. Ltd. Spring Trading And Investment Pvt. Ltd.

Minerva Dyechem Industries P.Ltd. Progressive Invatrade Pvt.Ltd.

Bloom Investment & Trading Pvt.Ltd. DK Metro Procon Private Limited

Charm Trading & Investment Pvt.Ltd. Miraj Impex Pvt. Ltd.

Key Management Personnel

Shri Gautam M. Jain Shri Rahul Jain

Relatives of Key Management Personnel and their Enterprises

Mahendra Mithalal HUF Gautam Rajendra HUF Rajendra Mithalal HUF

Rajendra Anil HUF Mishal M. Shah Arun R. Jain

Suhani M. Shah Yash Anil Jain Mithalal Mukanchand HUF

Nitu G. Jain Ankit Rajendra Jain Rajendra Jain HUF

Mithalal Rajendra HUF Rajendra Mithalal HUF Rajendra Gautam Bros. HUF

Mithalal Mukanchand B. HUF Bhavna G. Jain Anil Mahendra HUF

Anil M Jain HUF Mithalal M. Shah Gautamkumar Mithalal HUF

Sumitradevi M. Shah Ritu A. Jain Mahendra M. Shah

Asha R. Jain Ritu (Ekta) G. Jain Santosh M. Shah

Krati R. Jain Metrochem Industries

Related Party Disclosures:

In accordance with Accounting Standard 18 ''Related Party Disclosures" issued by the Institute of Chartered Accountants of India, the company has compiled the required information in the table below.

The transactions were carried out with the related parties in the ordinary course of business There are no write offs/write back of any amounts for any of the above parties.

17 Contingent Liabilities:

in Lacs

a)Particulars 2013-14 2012-13

Income Tax NIL 145.44

VAT/Sales Tax 53.09 53.09

Excise Duty (Interest thereon not ascertainable at present) 196.24 196.24

Others NIL 1.80

b) During 1993, the Company had imported plant and machinery under Export Promotion Capital Goods Scheme (''EPCG") at concessional rate of custom duty against export obligation under the said Scheme. As the Company could complete only partial Export obligation, it has received a notice of demand from Directorate General of Foreign Trade (''DGFT"). The Company has paid the entire differential duty amount forRs. 94,68,900 on 10.05.2011 and has made necessary submissions before the authorities. In view of this submission and pending decision of forum, interest liability is not ascertainable.

c) Certain claims/show cause notices disputed have neither been considered as contingent liabilities nor acknowledged as claims based on the opinions obtained from legal counsels.

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Mar 31, 2013

1 The Revised Schedule VI has become effective from 1st April 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

2 EXCISE DUTY on Sales has been disclosed as reduction from the turnover

3 The Ministry of Corporate Affairs, Government of India vide its General Circular No: 2/2011 dated 8th February, 2011 has granted general exemption to the Holding Companies from attaching balance sheets of subsidiary Companies with the balance sheet of the Holding Company as per Section 212(8) of the Companies Act, 1956 subject to fulfillment of certain conditions. Accordingly, the Board of Directors of the Company has passed the resolution giving consent for not attaching the balance sheets of the Subsidiary Companies with that of the Company

4 The amounts in the Balance Sheet and Profit and Loss Account are rounded off to the nearest thousand and indicated in lacs of rupees.

5 There were no amount overdue and remaining outstanding to smalt scale and/or ancillary industrial suppliers on account of principal and/or interest as at the close of the year. This disclosure by the Company is based on the information available with the Company regarding the status of the suppliers. In absence of necessary information relating to suppliers registered as Micro, Small and Medium enterprises under the Micro, Small and Medium Enterprises (Development) Act 2006, the company has not been able to identify such suppliers and the information required under the said Act could not be compiled and disclosed.

6 During the year under review Company has converted 5268000 Unsecured Convertible Debentures each of Rs. 100/- in to 29,26,667 Equity Shares of Rs. 10/-each at a premium of ^ 170/-per share on preferential basis as per SEBI (ICDR) Regulations,2009 after obtaining necessary approvals from Board of directors, Shareholders and Bombay Stock Exchange Ltd under Clause 24(a) of the listing Agreement.

7 The management is of the view that shortfall of between the aggregate book value of quoted investments and the aggregate market value thereof held by the company as long term investment as on 31st March 2013 is temporary and therefore no provision has been made.

8 Rs. 23.04 lacs being net gain (Previous yearRs. 13.48 Lacs being net gain) on account of exchange difference have been adjusted in the respective heads of account in the profit & loss account.

9 Accounting Standard (As-15) on Employee benefits

Provident Fund Contribution by the Company :

Contributions are made to Recognized Provident Fund/Government Provident Fund, Family Pension Fund, ESIC and other Statutory Funds which covers all regular employees. While both the employees and the Company make predetermined contributions to the Provident Fund and ESIC, contribution to the Family Pension Fund are made only by the Company. The contributions are normally based on a certain proportion of the employee''s salary. Amount recognized as expense in respect of these defined contribution plans, aggregate to f 7.79 Lacs (Previous Year Rs. 9 89 Lacs).

Gratuity Benefits :

In respect of Gratuity, the Company has taken policy No. 40001067 from Reliance Life insurance Co. Limited, and from Future Generali insurance Co. Limited. The Defined Benefit Obligation as at 31.03,2013 works out to Rs. 20.86 lacs, Actuarial Valuation for Compensated Absences is done as at the year end and the provision is made for all regular employees on the basis Actuarial Valuer''s certificate.

14 Based on guiding principles given in Accounting Standard on "Segment Reporting"- AS 17 as specified in the Companies (Accounting Standard) Rules, 2006 (as amended), single financial report contains both Standalone Financial Statement and Consolidated Financial Statement of the Company. Hence, the required segment information has been appended in the Consolidated Financial Statements (CFS).

10 Contingent Liabilities:

Rs.in Lacs

2012-13 2011-12

a) Particulars 145.44 145.44

Income Tax 53.09 53.09

VAT/SalesTax

Excise Duty (Interest thereon not ascertainable at present) 196.24 196.24

Others

b) During 1993, the Company had imported plant and machinery under Export Promotion Capital Goods Scheme f''EPCG'') at concessional rate of custom duty against export obligation under the said Scheme. As the Company could complete only partial Export obligation, it has received a notice of demand from Directorate General of Foreign Trade (''DGFT''). The Company has paid the entire differential duty amount forRs. 94, 68,900 on 10.05.2011 and has made necessary submissions before the authorities. In view of this submission and pending decision of forum, interest liability is not ascertainable.

c) The company has committed delays in payment of Provident fund dues from 1997 to 2008. As the BIFR Scheme has abated, the company may be liable to pay interest on account of delayed payments and / or penalty which isunascertainable.

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Mar 31, 2012

1. The Revised Schedule VI has become effective from 1st April 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification/disclosure.

2. EXCISE DUTY

Excise Duty on Sales has been disclosed as reduction from the turnover.

3. The Ministry of Corporate Affairs, Government of India vide its General Circular No: 2/2011 dated 8th February, 2011 has granted general exemption to the Holding Companies from attaching balance sheets of subsidiary Companies with the balance sheet of the Holding Company as per Section 212(8) of the Companies Act, 1956 subject to fulfilment of certain conditions. Accordingly, the Board of Directors of the Company has passed the resolution giving consent for not attaching the balance sheets of the Subsidiary Companies with that of the Company

4. The amounts in the Balance Sheet and Profit and Loss Account are rounded off to the nearest thousand and indicated in lacs of rupees.

5. There were no amount overdue and remaining outstanding to small scale and/or ancillary industrial suppliers on account of principal and/or interest as at the close of the year. This disclosure by the Company is based on the information available with the Company regarding the status of the suppliers. In absence of necessary information relating to suppliers registered as Micro, Small and Medium enterprises under the Micro, Small and Medium Enterprises (Development) Act 2006, the company has not been able to identify such suppliers and the information required under the said Act could not be compiled and disclosed.

6. (a) No commission (Previous Year Rs. NIL) has been paid to the Managing Director / Dy. Managing Director for the year under review in view of resolution passed by the Board of directors and as agreed by the Managing Director. Computation of Net Profit as per Section 349 read with Section 309(5) and section 198 of the Companies Act, 1956 therefore has not been furnished for the year under review.

ii) Total income of the company chargeable to tax is being determined by the company in accordance with provisions of the Income Tax Act, 1961 after considering allowances, claims and relief available to the Company. As the company is having accumulated Losses and unabsorbed depreciation as per books of account and also under the Income Tax Act, 1961, The company has been advised that under the circumstances it shall have no liability under the Income Tax Act, 1961 and therefore no provision has been made in books of the company.

7. Rs. 13.48 lacs being net gain (Previous year Rs. 4.95 Lacs being net loss) on account of exchange difference have been adjusted in the respective heads of account in the profit & Loss account.

8. Earning per share (EPS) - EPS is calculated by dividing the profit attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year. Numbers used for calculating basic and diluted earnings per equity shares are stated below :

9. Accounting Standard (As-15) on Employee benefits

Provident Fund Contribution by the Company :

Contributions are made to Recognised Provident Fund/Government Provident Fund, Family Pension Fund, ESIC and other Statutory Funds which covers all regular employees. While both the employees and the Company make predetermined contributions to the Provident Fund and ESIC, contribution to the Family Pension Fund are made only by the Company. The contributions are normally based on a certain proportion of the employee's salary. Amount recognized as expense in respect of these defined contribution plans, aggregate to Rs. 9.89 Lacs (Previous Year Rs. 11.57 Lacs).

State Gratuity Benefits Insurance Scheme (E.S.I.C.) & Contribution to Labour Welfare Fund

Gratuity Benefits :

In respect of Gratuity, the Company has taken policy No. 40000192 from Reliance Life insurance Co. Limited, and from Future General insurance Co. Limited. The Defined Benefit Obligation as at 31.03.2012 works out to Rs. 18.92 lacs, Acturial Valuation for Compensated Absences is done as at the year end and the provision is made for all regular employees on the basis Actuarial Valuer's certificate.

10. Based on guiding principles given in Accounting Standard on "Segment Reporting"- AS 17 as specified in the Companies (Accounting Standard) Rules, 2006 (as amended), single financial report contains both Standalone Financial Statement and Consolidated Financial Statement of the Company. Hence, the required segment information has been appended in the Consolidated Financial Statements (CFS).

11. Related party disclosures as required by Accounting Standard AS-18 issued by the Institute of Chartered Accountants of India are given below Name of the related party and nature of relationship where control exists:

Subsidiary company

1. Metrochem Capital Trust Limited

Associates Companies

Anil Dyechem Industries Pvt. Ltd Search Invatrade Pvt. Ltd.

Harvest Trade Finvest Pvt.Ltd. Sparkling Tradefin Pvt. Ltd.

Maiden Tradefin Pvt. Ltd. Spring Trading And Investment Pvt. Ltd.

Minerva Dyechem Industries P.Ltd. Ornet Infrastructure Pvt.Ltd.

Bloom Investment & Trading Pvt.Ltd. Progressive Invatrade Pvt.Ltd.

Charm Trading & Investment Pvt.Ltd.

Key Management Personnel

Shri Gautam M.Jain Shri Rahul Jain

Shri D.K.Singh

Relatives of Key Management Personnel and their Enterprises

Mahendra Mithalal HUF Mahendra Anil HUF Gautam Anil HUF

Rajendra Anil HUF Gautam Rajendra HUF Rajendra Mithalal HUF Suhani M.Shah Nishal M.Shah Arun R. Jain

Nitu G. Jain Yash Anil Jain Mithalal Mukanchand HUF

Mithalal Rajendra HUF Ankit Rajendra Jain Rajendra Jain HUF

M.G.& Sons HUF Rajendra Mithalal HUF Rajendra Gautam Bros. HUF

Mithalal Mukanchand B. HUF Bhavna G.Jain Anil Mahendra HUF

Anil M Jain HUF Mithalal Gautamkumar Gautamkumar Mithalal HUF HUF

Sumitradevi M. Shah MithalaL M. Shah Mahendra M, Shah

Asha R. Jain Ritu A. Jain Santosh M. Shah

Aarti P. Jain Ritu (Ekta) G. Jain Metrochem Industries

Krati R. Jain

Related Party Disclosures:

In accordance with Accounting Standard 18 'Related Party Disclosures' issued by the Institute of Chartered Accountants of India, the company has compiled the required information in the table below.

12. Contingent Liabilities:

Rs. in Lacs

a) Particulars 2011-2012 2010-11

Income Tax 145.44 145.44

VAT/Sales Tax 53.09 53.09

Excise Duty (Interest thereon not ascertainable at present) 196.24 196.24

Others 1.80 1.80

b) During 1993, the Company had imported plant and machinery under Export Promotion Capital Goods Scheme ('EPCG') at concessional rate of custom duty against export obligation under the said Scheme. As the Company could complete only partial Export obligation, it has received a notice of demand from Directorate General of Foreign Trade ('DGFT'). The Company has paid the entire differential duty amount for Rs. 94, 68,900 on 10.05.2011 and has made necessary submissions before the authorities. In view of this submission and pending decision of forum, interest liability is not ascertainable.

c) The company has committed delays in payment of Provident fund dues from 1997 to 2008. As the BIFR Scheme has abated, the company may be liable to pay interest on account of delayed payments and/or penalty which is unascertainable.

d) The company has committed delays in payment of Profession Tax dues from time to time. The company may be liable to pay interest on account of delayed payments and/or penalty which is unascertainable.

e) The company has committed various defaults with respect to TDS - non-deduction, short eduction, non-payment, delayed payments and short payments. The company may face liability on account of interest, penalty etc which is presently not fully ascertainable.

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Mar 31, 2010

1. Background of the Company

Global Boards Limited (the Company), a public limited company, incorporated on November 12, 1992, was engaged in the manufacturing of high quality paperboards. The Company was declared a sick company under section 3(1)(O) of the Sick Industrial Companies (Special Provisions) Act, 1985 on August 30, 2001. In April 2006, Industrial Development Bank of India (‘Operating Agency) filed a Rehabilitation Scheme with Board for Industrial and Financial Reconstruction (‘BIFR). This Rehabilitation scheme was sanctioned by BIFR vide order dated December 04, 2006. However, as the Companys debt servicing obligations could not be met with, ARCIL has served a notice under section 13 (2) of the SARFAESI Act on the Company. Consequently, BIFR has abated the reference vide order dated July 16, 2009 and ARCIL has taken over the possession of the assets of the Company vide Possession notice dated July 2, 2009. The Company had filed an appeal before AAIFR against BIFR order dated July 16, 2009.

2. Going concern

The accumulated losses of the Company as at 31st March, 2010 being Rs.1,492,674,828 the net worth of the Company has become negative as on the said date.

Considering the external and internal environment, Board of Directors in their meeting dated 28th October 2008 had decided to discontinue its manufacturing operations. Therefore, there has not been any manufacturing operation during the year.

Hence, under such circumstances, the fundamental accounting assumption of going concern is not valid and applicable as was the position in the previous year. Accordingly, the financial statements have been prepared on liquidation basis and the assets are stated at Net Realizable Value as per a Valuation Report of an Approved Valuer.

3. Contingent liabilities not provided for: Rupees

Particulars As at As at

March 31, 2010 March 31, 2009

Claims against the Company not acknowledged as debts 55,892,696 95,525,591



The claims against the Company comprises of:

a) Rs. 19,623,494 (previous year Rs. 19,623,494) on account of various show cause notices with respect to Excise and Service Tax issued by Commissioner of Central Excise.

b) Bombay Port Trust (‘BPT) Rs. 179,644 (previous year Rs. 179,644). On account of loss on sale of consignment not taken delivery of by the Company. The case is pending before City Civil Court, Mumbai. Further, interest liability on account of delayed payment or penalty is presently not ascertainable.

c) Directorate of Enforcement – Foreign Exchange Management Act, 1999 (FEMA) Penalty Rs. 3,300,000 (previous year 33,500,000). Directorate of Enforcement has levied penalty for alleged violation of Exchange Control rules for non-submission of documents against which the company had filed an appeal before Appellate Tribunal for Foreign Exchange. The Tribunal has quashed the impugned order and remanded the matter back to for fresh adjudication to the Adjudication Officer and to allow the company to file the evidence thereof.

d) During 1993, the Company had imported plant and machinery under Export Promotion Capital Goods Scheme (‘EPCG) at concessional rate of custom duty against export obligation under the said Scheme. As the Company could complete only partial Export obligation, it has received a notice of demand from Directorate General of Foreign Trade (‘DGFT) confirming the levy of interest of Rs. 25,969,958 (previous year Rs.25,969,958) up to March 10, 2004. Further, as the BIFR Scheme has abated, the company may be liable to pay interest which is unascertainable.

e) The Company has not provided for a demand on account of sales tax assessment for 1996 - 1997 amounting to Rs. 5,704,000 (previous year Rs. 5,704,000). Appeal against the order is pending with appropriate authorities. Further, the company has been charged interest of Rs. 8.79 Lacs and there could be further interest payable which is unascertainable.

f) The Company has not provided for a demand of Rs. 3,36,600 (previous year 3,36,600) on account of Income Tax penalty for Assessment Year 2006-07. Appeal against the order is pending before CIT(A). Further, Income Tax Assessment for AY 2007-08 was completed after making an addition of Rs 13518.45 Lacs for which an appeal has already been filed before CIT(A). If the matter is finally decided against the company, the company may face penal consequences under Income Tax Act.

g) The company has committed delays in payment of Provident fund dues from 1997 to 2008. As the BIFR Scheme has abated, the company may be liable to pay interest on account of delayed payments and / or penalty which is unascertainable.

h) The company has committed delays in payment of Profession Tax dues from time to time. The company may be liable to pay interest on account of delayed payments and / or penalty which is unascertainable.

i) The company has committed various defaults with respect to TDS – non-deduction, short deduction, non-payment, delayed payments and short payments. The company may face liability on account of interest, penalty etc which is presently not fully ascertainable.

4. Dues to Micro, Small and Medium enterprises

The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure requirements in this regard as per Schedule VI of the Companies Act, 1956 could not be provided.

5. Items affecting the Loss for the year

a. The Company has not provided interest on Redeemable Non-convertible debenture for the year amounting to Rs. 49,518,900 and redemption premium on the Optionally Convertible debentures due on March 31, 2010 amounting to Rs. 108,155,456. Consequently, interest and redemption premium expense and loss for the year is understated by that amount.

b. The Company has not complied with the following terms and conditions of Debenture Trusteeship Agreement :

1. The company has not Redeemed Non-convertible debentures amounting to Rs. 15,24,10,000 issued to ARCIL in two installments due on 31.03.2007 and 31.03.2008;

2. The company has not Redeemed Non-convertible debentures amounting to Rs. 39,78,00,000 issued to India Debt Management in three annual installments commencing from the closing date; and

3. The Company has not redeemed the optionally convertible Debentures due on 31.03.2009 along with redemption premium at an Internal Rate of Return of 9% per Annum.

Accordingly, the company shall be liable to pay returns stated in clause (a) above as stipulated in Revival Scheme sanctioned by BIFR.

6. The Company has not appointed a full-time Company Secretary pursuant to section 383-A of the Companies Act, 1956.

7. Previous years figures have been regrouped / re-classified wherever necessary to conform to this years classification.