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Notes to Accounts of NOCIL Ltd.

Mar 31, 2022

(i) Rights, preferences and restrictions attached to equity shares

The Company has one class of equity share having a par value of ? 10/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing annual general meeting, except in case of interim dividend.

In the event of liquidation, the equity shareholders are eligible to receive the remaining asset of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(v) Share options granted under Company''s share option plan

Share options granted but not exercised under Company''s share option plan carry no rights to dividend and no voting rights. Further details of the employee share option plan are provided in Note 39.

As at March 31, 2022, 1,128,625 equity shares (as at March 31, 2021, 1,483,350 equity shares) of ? 10 each were reserved for outstanding employee share option granted.

(vi) During the period of five years immediately preceeding the date as at which the Balance Sheet is prepared :

- No Class of Shares were alloted as fully paid up pursuant to contract without payment being received in cash.

- No Class of Shares were alloted as fully paid up by way of bonus shares for consideration other than cash.

- No Class of Shares were bought back by the Company.

(vii) There are no calls unpaid.

(viii) There are no forfeited shares.

Nature and purpose of each reserve within Other equity Securities premium account:

Where Company issued shares at a premium, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to a "securities premium account" as per the provisions of applicable Companies Act. It can be utilised in accordance with the provisions of the Act, to issue bonus shares, to provide for premium on redemption of shares or debentures, write-off equity related expenses like underwriting costs, etc.

General reserve:

The general reserve comprises of transfer of profits from retained earnings for appropriation purposes. The reserve can be distributed / utilised by the Company in accordance with the Companies Act, 2013.

Share option outstanding account:

This reserve relates to share options granted by the Company to its employees under its employee share option plan. Further information about share based payments to employees is set out in Note 39.

Retained earnings:

Retained earnings represents the surplus / (deficit) of the statement of profit or loss. The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the financial statements of the Company and also considering the requirements of the Companies Act, 2013.

Details of dividends paid / proposed:

A dividend of ? 2/- per share has been paid on equity shares for year ended March 31,2021, amounting to ? 3,3287-Lakhs during the current year.

A dividend of? 3/- per share has been recommended on equity shares for year ended March 31,2022. This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The proposed equity dividend is payable to all holders of fully paid equity shares on record date.

Equity instrument through other comprehensive income:

This reserve represents the cumulative gains and losses arising on the fair valuation of equity instruments measured at fair value through other comprehensive income, net of amounts reclassified to retained earnings when those assets have been disposed off.

Items of Other Comprehensive Income - Remeasurements of Defined Benefit Obligation

Differences between the interest income on plan assets and the return actually achieved, and any changes in the liabilities over the year due to changes in actuarial assumptions or experience adjustments within the plans, are recognised in other comprehensive income and are adjusted to retained earnings.

B13 LEASES Operating lease arrangements Company as lessee

The Company has entered into operating lease arrangements for certain premises (residential, offices, godowns etc.) and plant and machineries. These lease arrangements are ranging between 11 months to 60 months generally or longer and are renewable by mutual consent or mutually agreeable terms.

Company as lessor

The Company has given certain buildings on operating lease. The lease arrangements for 11 months to 60 months are cancellable and are generally renewable by mutual consent or mutually agreeable terms. The rental income of ? 39 Lakhs (Previous year ? 39 Lakhs) on such lease is included in Other Income.

CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

(? in Lakhs)

Particulars

As at

March 31, 2022

As at

March 31, 2021

(a) Contingent liabilities:

Claims against the Company not acknowledged as debts (including Direct and Indirect taxes)

4,039

3,119

(b) Commitments:

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of capital advances)

350

776

The Company did not have any long-term contracts including derivative contracts for which any provision was required for foreseeable losses.

IMhiJc!:! DETAILS OF EXPENDITURE AND INCOME ON INHOUSE APPROVED RESEARCH AND DEVELOPMENT (R & D) FACILITY

(? in Lakhs)

Particulars (as defined and bifurcated by the management of the Company)

For the year ended March 31, 2022

For the year ended March 31, 2021

(i) Capital expenditure

(a) Capital equipments

24

41

(ii) Revenue expenditure

(a) Salaries / wages

402

439

(b) Travelling & Conveyance Expenses

15

12

(c) Repairs & Maintainance

40

32

(d) Communication Expenses

1

-

(e) Materials/Consumables

23

16

(f) Housekeeping

2

1

(g) Others

25

14

(h) Depreciation

49

38

Total revenue expenditure (a) to (h)

557

552

(iii) Total R & D expenditure (i ii)

581

593

(iv) Amount received by R & D facilities

-

-

(v) Net amount of R & D expenditure

581

593

39.1 Details of the employee share option plan of the Company

The Company has constituted an Employee Stock Option Plan 2007, as approved by shareholders at a previous annual general meeting. The scheme is applicable to all permanent and full-time employees, excluding the employees who are the promoters of the Company. The Nomination and Remuneration Committee, at its sole discretion, shall decide who among those employees shall receive Employee Stock Options in a particular grant.

Each employee share option converts into one equity share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. These option vest 25% every year (''graded vesting''). The options granted can be exercised at any time until completion of ten years from the date of grant, subject to the vesting schedule. Any options remaining unexercised at the end of the exercise period shall lapse.

The number of options granted is calculated in accordance with the performance-based formula approved by the shareholders at a previous annual general meeting and is subject to approval by the nomination and remuneration committee.

The share-based payments to employees being equity-settled are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company''s estimate of equity instruments that will eventually vest, with a corresponding increase in equity.

Basis of assumptions:

1. The risk free interest rates are determined based on the zero-coupon sovereign bond yields with maturity equal to the expected term of the option.

2. The expected volatility was determined based on the volatility of the equity share for the period of one year prior to issue of the option. Volatility calculation is based on historical stock prices using standard deviation of daily change in stock price. The historical period is taken into account to match the expected life of the option.

3. Dividend yield has been calculated taking into account expected rate of dividend on equity share price as on grant date.

EMPLOYEE BENEFIT PLANS 1) Defined contribution plans :

The Company participates in a number of defined contribution plans on behalf of relevant personnel. Any expense recognised in relation to these schemes represents the value of contributions payable during the period by the Company at rates specified by the rules of those plans. The only amounts included in the balance sheet are those relating to the prior months contributions that were not due to be paid until after the end of the reporting period.

The major defined contribution plans operated by the Company are as below:

a) Provident fund and Pension

In accordance with the Employee''s Provident Fund and Miscellaneous Provisions Act, 1952, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees'' salary. The contributions, as specified under the law, are made to the provident fund administered and managed by Government of India. The Company has no further obligations under the fund managed by the GOI beyond its monthly contributions which are charged to the Statement of Profit and Loss in the period they are incurred. The benefits are paid to employees on their retirement or resignation from the Company.

b) Superannuation fund

The Company holds two in-house superannuation funds which appropriates funds to Life Insurance Corporation of India (the insurer) at the time of retirement/resignation of employee. The pension annuity is met by the Insurer

(2) Defined Benefit Plans:

a) Gratuity (Funded)

The Company has an obligation towards gratuity, a funded defined benefit retirement plan covering all employees. The plan provides for lump sum payment to vested employees at retirement, death while in employment or on termination of the employment of an amount equivalent to 15 days salary, as applicable, payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company makes annual contributions to gratuity funds established by various in-house funds managed by NOCIL Employees Trust Funds as disclosed in related party transaction (Refer Note 41). The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation using Projected Unit Credit method determined in accordance with the terms of The Payment of Gratuity Act, 1972.

b) Gratuity (Unfunded)

The Company has an obligation towards gratuity, an unfunded defined benefit retirement plan covering eligible employees. The plan provides for lump sum payment to vested employees at retirement, death while in employment or on termination of the employment of an amount equivalent to 15 days salary, as applicable, payable for each completed year of service, without any payment ceiling. Vesting occurs upon completion of five years of service. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.

The most recent actuarial valuation of the present value of the defined benefit obligation was carried out at March 31, 2022 by an independent actuary. The present value of the defined benefit obligation, and the related current service cost and past service cost were measured using the projected unit credit method.

H Sensitivity Analysis

The Sensitivity Analysis below has been determined based on reasonably possible change of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. These sensitivities show the hypothetical impact of a change in each of the listed assumptions in isolation. While each of these sensitivities holds all other assumptions constant, in practice such assumptions rarely change in isolation and the asset value changes may offset the impact to some extent. For presenting the sensitivities, the present value of the Defined Benefit Obligation has been calculated using the projected unit credit method at the end of the

B13 FINANCIAL instruments and risk management

42.1 Capital Management

The capital structure of the Company consists of net debt and total equity of the Company. The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising the return to stakeholders through an optimum mix of debt and equity within the overall capital structure. The Company''s risk management committee reviews the capital structure of the Company considering the cost of capital and the risks associated with each class of capital.

42.3 Financial risk management objectives

The Company''s Corporate Treasury function provides services to the business, co-ordinates access to domestic financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk assessment and analyses forex exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Company seeks to minimise the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Company''s - Risk Management Policy approved by the board of directors, which provide written principles on foreign exchange risk, interest rate risk, the use of financial derivatives and non-derivative financial instruments. Compliance with policies and exposure limits is reviewed on a continuous basis. The Company does not enter into or trade in financial instruments, including derivative financial instruments, for speculative purposes.

42.4 Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of Currency risk, Interest rate risk and other price risk. The Company enters into a board approved list of derivative financial instruments to manage its exposure to foreign currency risk, including but not limited to foreign currency forwards and currency options.

42.5 Foreign currency risk management

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arises. Exchange rate exposures are managed within approved policy parameters utilising appropriate derivative instruments.

42.5.1 Foreign currency sensitivity analysis in relation to the net foreign exchange exposure as at the balance sheet date

The Company is mainly exposed to the foreign exchange fluctuation in USD.

The following table details the Company''s sensitivity to a 5% increase and decrease in the Indian Rupee against USD. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management''s assessment of the reasonably possible change in foreign exchange rates. This is mainly attributable to the exposure outstanding on receivables and payables in the Company at the end of the reporting period.The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A positive number below indicates an increase in the profit or equity where the Indian Rupee weakens 5% against the relevant currency due to positive net Financial Assets at the end of the current period . For a

42.6 Interest rate risk management

The Company does not have interest rate risk exposure as there are no outstanding loans as at the year end.

42.7 Other price risks

The Company is exposed to price risks arising from mutual funds and equity investments other than investments in subsidiary.

Equity price risk is related to change in market reference price of investments in equity securities held by the Company. The fair value of quoted investments held by the Company exposes the Company to equity price risks. In general, these investments are not held for trading purposes.

The Company manages the surplus funds majorly through combination of investments in debt based /arbitrage / equity oriented mutual fund schemes and fixed deposits. The price of investment in these mutual funds is the Net Asset Value (NAV) declared by the Asset Management Company on daily basis as reflected by the movement in the NAV of invested schemes. The Company is exposed to price risk on such Investment schemes.

Mutual fund investments are susceptible to market price risk, mainly arising from changes in the interest rates or market yields which may impact the return and value of such investments. However, due to the very short tenor of the underlying portfolio in the liquid schemes, these do not hold any significant price risks.

42.7.1 Equity price sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to equity price risks at the end of the reporting period.

If equity prices had been 5% higher / lower, the other comprehensive income for the year ended March 31, 2022 would increase/decrease by ? 178 Lakhs (Previous year: increase/decrease by ? 93 Lakhs) as a result of the changes in fair value of equity investments measured at FVTOCI.

42.7.2 Mutual fund price sensitivity analysis

The sensitivity analysis below have been determined based on Mutual Fund Investment at the end of the reporting period. If NAV has been 1 % higher / lower, the profit for year ended March 31, 2022 would increase / decrease by ? 6 Lakhs (Previous year: increase / decrease by ? 28 Lakhs) as a result of the changes in fair value of mutual funds.

42.8 Credit risk management

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 assesses financial reliability of customers and other counter parties, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of financial assets. Individual risk limits are set and periodically reviewed on the basis of such information.

For trade and other receivables, credit evaluation is performed on the financial condition of accounts receivable using independent ratings where available or by assessment of the customer''s credit quality based on its financial position, past experience and otherfactors. The maximum exposure to credit risk in respect of the above atthe reporting date is the carrying value of financial assets recorded in the financial statements, net of any allowance for losses. Based on the historical data, loss on collection of receivable is not material, hence no additional provision considered.

Trade receivables consist of a large number of customers, spread across the country comprising primarily dealers and manufacturers.

Trade receivables consist of a large number of customers, spread across the world comprising primarily manufacturers and dealers. The average credit period on sales of goods is ranging between 60 to 90 days. The Company''s trade and other receivables consists of a large number of customers, hence the Company is not exposed to concentration risk.

Refer note 12 for ageing analysis of trade receivables.

42.9 Liquidity risk management

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as and when required. The Treasury Risk Management Policy includes an appropriate liquidity risk management framework for the management of the short-term, medium-term and long term funding and cash management requirements. The Company manages the liquidity risk by maintaining adequate cash reserves, banking facilities and reserve borrowing facilities, by continuously

IJMJJH FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Contd.)

monitoring forecast and actual cash flows and by matching the maturity profiles of financial assets and liabilities. The Company invests its surplus funds mainly in bank fixed deposits and mutual funds which carry no / negligible mark to market risks.

42.9.1 Liquidity risk table

The following table details the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include principal cash flows along with interest. The contractual maturity is based on the earliest date on which the Company may be required to pay.

ES33 FAIR VALUE MEASUREMENTS (Contd.)

instruments as at FVTOCI as the Management believe that this provides a more meaningful presentation for medium or long-term strategic investments, than reflecting changes in fair value immediately in the Statement of Profit and Loss.

There were no transfers between Level 1 and 2 in the period.

43.2 Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)IMJilEI DISCLOSURE AS PER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

(i) Details of Investments made by the Company are given in Note 6, 7 and 11 in the financial statement.

(ii) There are no loans, securities and guarantees given / provided during the year.

Note:

(a) Earnings available for debt service : Net Profit after Tax Depreciation Interest Cost Loss on Sale of Property, Plant and Equipments

(b) Average Shareholders Equity : (Opening Shareholders Equity Closing Shareholders Equity)/ 2

(c) Average Inventory : (Opening Inventory Closing Inventory)/ 2

(d) Average Trade Receivables : (Opening Trade Receivables Closing Trade Receivables)/ 2

(e) Average Trade Payables : (Opening Trade Payables Closing Trade Payables)/ 2

(f) Working Capital: Current Assets - Current Liabilities

(g) Average Capital Employed: (Opening (Networth Borrowings Deferred Tax Liabilities) Closing (Networth Borrowings Deferred Tax Liabilities)}/2

B13 SUBSEQUENT EVENTS:

There are no significant subsequent events that would require adjustments or disclosures in the financial statement between the Balance Sheet date and the date of signing of accounts.

The Company is primarily engaged in the business of manufacture of rubber chemicals which in the context of Indian Accounting Standard (Ind AS) 108 on Operating Segments constitutes a single reportable segment. The relevant information regarding secondary segment reporting (by geographical segment) is presented in the consolidated financial statements as required as per Ind AS 108 "Operating Segments".

3 The Company has complied with number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of layers) Rules, 2017 as at March 31, 2022.

3 The Company has not advanced any funds or loaned or invested by the Company to or in any other person(s) or entities, including foreign entities ("Intermediaries"), with the understanding that the intermediary shall whether directly or indirectly lend or invest in other persons or entities identified in any manner by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of ultimate beneficiaries.

The Company has not received any funds from any person(s) or entities including foreign entities ("Funding Parties") with the understanding that such Company shall whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or provide guarantee, security or the like on behalf of the Ultimate beneficiaries.

^ The Company has not granted Loans or Advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person during the year.

3 The Company has borrowings from banks on the basis of security of current assets during the current year to whom quarterly statements of current assets were filed by the Company, which are in agreement with the books of accounts.

The Company had no borrowings during the previous year from banks or financial institutions and from financial institution in the current year.

3 The Company has earned profits in the current financial year, the current assets are more than the current liabilities and there are accumulated profits as on the balance sheet date. Hence, the financial statements have been prepared on going concern basis.

No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:

(a) As on March 31,2022, the Company has not been declared wilful defaulter by any bank or financial institution or other lender.

(b) The Company is not engaged in the business of trading or investing in crypto currency or virtual currency.

(c) The Company does not have any charges or satisfaction yet to be registered with the Registrar of Companies (ROC) beyond the statutory period as at March 31, 2022.

(d) No proceedings have been initiated or are pending against the Company as on March 31, 2022 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(e) The Company does not have any transaction with companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.


Mar 31, 2018

NOTE 1: FIRST TIME ADOPTION

Transitn to Ind AS

The Company has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs with effect from April 1, 2017, with a transition date of April 1, 2016. These financial statements for the year ended March 31, 2018 are the first financial statements the Company has prepared under Ind AS. For all periods upto and including the year ended March 31, 2017, the Company prepared its financial statements in accordance with the accounting standards notified under the section 133 of the Companies Act 2013, read together with the relevant rules thereunder.

The adoption of Ind AS has been carried out in accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards. Ind AS 101 requires that all Ind AS standards and interpretations that are issued and effective for the first Ind AS financial statements be applied retrospectively and consistently for all financial years presented. Accordingly, the Company has prepared financial statements which comply with Ind As for year ended March 31, 2018, together with the comparative information as at and for the year ended March 31, 2017 and the opening Ind AS Balance Sheet as at April 1, 2016, the date of transition to Ind AS.

In preparing these Ind AS financial statements, the Company has availed certain exemptions and exceptions in accordance with Ind AS 101, as explained below. The resulting difference between the carrying values of the assets and liabilities in the financial statements as at the transition date under Ind AS and Previous GAAP and have been recognised directly in equity (retained earnings or another appropriate category of equity). This note explains the adjustments made by the Company in restating its financial statements prepared under previous GAAP, including the Balance Sheet as at April 1, 2016 and the financial statements as at and for the year ended March 31, 2017.

Optional Exemptions Availed

a) Deemed cost for investments in Subsidiaries

The Company has elected to continue with the carrying value of its investments in subsidiaries as recognised in the financial statements as at the date of transition to Ind AS.

Accordingly, the Company has measured all its investments in subsidiaries at their previous GAAP carrying value.

b) Share based payments

The Company has elected not to apply Ind AS 102 Share-based payment to equity instruments that vested before the date of transition to Ind AS. Accordingly, the Company has measured only the unvested stock options on the date of transition as per Ind AS 102.

c) Cost of Property, Plant and Equipment, Intangible and Investment Property

The Company has used fair value as deemed cost for certain item of Property, Plant & Equipment in accordance with the exemptions available IND AS 101

- “ First time Adoption of Indian Accounting Standards” retrospectively from 1st April 2016, with the resultant impact being accounted for in reserves.

Consequential adjustment have been made to the amount of depreciation and deferred tax reported in all subsequent periods upto 31st March 2018.

Mandatory Exceptions from retrospective application

The Company has applied the following exceptions to the retrospective application of Ind AS as mandatorily required under Ind AS 101:

a) Estimates

On assessment of the estimates made under the Previous GAAP financial statements, the Company has concluded that there is no necessity to revise the estimates under Ind AS, as there is no objective evidence of an error in those estimates. However, estimates that are required under Ind AS but not required under Previous GAAP are made by the Company for the relevant reporting dates reflecting conditions existing as at that date.

b) Classification and measurement of financial assets

The Company has classified and measured the financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

c) De-recognition of financial assets and liabilities

Ind AS 101 requires a first-time adopter to apply the derecognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition requirements in Ind A 109 retrospectively from a date of the entity''s choosing, provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities de-recognised as a result of past transactions was obtained at the time of initially accounting for those transactions.

The following explanatory notes describe:

a. Under previous GAAP, dividend payable including dividend distribution taxes was recorded as a liability in the period to which it relates. Under Ind AS, dividend to holders of equity instruments is recognised as a liability in the period in which the obligation to pay is established. Hence, proposed dividend recognised under Previous GAAP as at the transition date is reversed and credited to Retained Earning.

b. Adjustment on account of fair valuation of certain items of Property Plant and Equipment used as Deemed Cost as per Ind AS 101 , net of tax. Accordingly the depreciation for the subsequent years have increased.

c. Under previous GAAP, non-current investments were stated at cost. Where applicable, provision was made to recognise a decline, other than temporary, in valuation of such investments. Under Ind AS, equity instruments (other than investment in subsidiary) have been classified as Fair Value through Other Comprehensive Income (FVTOCI) through an irrevocable election at the date of transition.

d. Under previous GAAP, the cost of equity-settled employee share based payments was recognised based on intrinsic value of the options as at the grant date over the appropriate vesting period. Ind AS requires expense on such share based payments to be recognised based on fair value as at grant date using an appropriate pricing model over the appropriate vesting period. The change does not affect total equity, but results in a decrease profit before tax for the year ended March 31, 2017.

e Under previous GAAP, the actuarial gains and losses were recognised in statement of profit and loss. Under Ind AS, the acturial gains and losses form part of remeasurement of the net defined benefit liability / asset which is recorded in Other Comprehensive Income. Consequently, the tax effect of the same has also been recognised in other comprehensive income under Ind AS instead of tax expenses under the statement of Profit and Loss. This change does not affect total equity, but has resulted in an increase in Profit before Tax.

(iii) There are no material adjustments to the Statement of Cash Flows presented under IND AS and the previous GAAP.

Note:

1. Refer Note 2A (c) - First Time Adoption for options availed by company on the transition to IND-AS.

2. Fair value disclosures

The fair value of the Company''s investment properties as at March 31, 2018, March 31, 2017 and April 1, 2016 has been arrived at on the basis of a valuation carried out on the respective dates by independent & government certified valuer not related to the Company. The fair value was determined based on the market comparable sales analysis approach based on recent market prices without any significant adjustments being made to the market observable data. In estimating the fair value of the properties, the highest and best use of the properties is their current use.

(i) Rights, preferences and restrictions attached to equity shares

The Company has one class of equity share having a par value of '' 10/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing annual general meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining asset of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(iv) Share options granted under Company''s share option plan

Share options granted but not exercised under Company''s share option plan carry no rights to dividend and no voting rights. Further details of the employee share option plan are provided in Note 41

As at March 31, 2018, 28,95,000 equity shares (as at March 31, 2017, 34,50,400 equity shares and as at April 1, 2016, 41,69,200 equity shares) of ''10 each were reserved for outstanding employee share options granted.

(v) During the period of five years immediately preceeding the date as at which the Balance Sheet is prepared :

- No Class of Shares were alloted as fully paid up pursuant to contract without payment being received in cash.

- No Class of Shares were alloted as fully paid up by way of bonus shares for consideration other than cash.

- No Class of Shares were bought back by the company.

(vi) There are no calls unpaid.

(vii) There are no forfeited shares.

Nature and purpose of each reserve within Other equity Securities premium account

Where company issued shares at a premium, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to a “securities premium account” as per the provisions of applicable Companies Act. It can be utilised in accordance with the provisions of the Act, to issue bonus shares, to provide for premium on redemption of shares or debentures,write-off equity related expenses like underwriting costs, etc.

General reserve:

The general reserve comprises of transfer of profits from retained earnings for appropriation purposes. The reserve can be distributed/ utilised by the Company in accordance with the Companies Act, 2013.

Share option outstanding account:

This reserve relates to share options granted by the Company to its employees under its employee share option plan. Further information about share based payments to employees is set out in Note 41

Retained earnings:

Retained earnings represents the surplus / (deficit) of the statement of profit or loss. The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the financial statements of the Company and also considering the requirements of the Companies Act, 2013.

Equity instrument through other comprehensive income:

This reserve represents the cumulative gains and losses arising on the fair valuation of equity instruments measured at fair value through other comprehensive income, net of amounts reclassified to retained earnings when those assets have been disposed off.

Details of dividends paid / proposed:

A dividend of '' 2.50 per share has been recommended on equity shares for year ended March 31, 2018. In the year ended March 31,

2017, the dividend paid was ''1.80 per share. This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The proposed equity dividend is payable to all holders of fully paid equity shares on record date.

Note:

Fixed rate loans with a bank with remaining maturity periods not exceeding 1 year as at March 31, 2018. These are secured by a first pari passu charge on all moveable and immoveable fixed assets of the Company at Dahej, both present and future and second pari passu charge on entire current assets of the Company, both present and future. These are repayable in 20/21 equal quarterly instalments commencing from Financial Year 2013-14.

Note:

Secured by first pari passu charge on stock and book debts both present and future by way of hypothecation over company''s entire current assets including stock of raw materials, semi-finished and finished goods, consumable stores and spares and other movables, book debts, bills, outstanding monies, receivables, both present and future. This loan is repayable on demand.

Note: Disclosures as required under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act)

The amounts due to Micro and Small Enterprises as defined in the ‘The Micro, Small and Medium Enterprises Development Act, 2006'' 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.

NOTE 38: LEASES Operating lease arrangements Company as lessee

The Company has entered into operating lease arrangements for certain premises (residential, offices, god owns etc.) and plant and equipment. These lease arrangements are ranging between 11 months to 60 months generally or longer and are renewable by mutual consent or mutually agreeable terms.

Company as lessor

The company has given certain buildings on operating lease. The lease arrangements for 11 months to 60 months are cancellable and are generally renewable by mutual consent or mutually agreeable terms. The rental income of '' 27 lakhs (2016-17: '' 53 lakhs) on such lease is included in Other Income.

NOTE 2: SHARE BASED PAYMENTS 41.1 Details of the employee share option plan of the Company

The Company has constituted an Employee Stock Option Plan 2007, as approved by shareholders at a previous annual general meeting. The scheme is applicable to all permanent and full-time employees, excluding the employees who are the promoters of the Company. The Nomination and Remuneration Committee, at its sole discretion, shall decide who among those employees shall receive Employee Stock Options in a particular grant.

Each employee share option converts into one equity share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. These option vest 25% every year (‘graded vesting''). The options granted can be exercised at any time until completion of ten years from the date of grant, subject to the vesting schedule. Any options remaining unexercised at the end of the exercise period shall lapse.

The number of options granted is calculated in accordance with the performance-based formula approved by the shareholders at a previous annual general meeting and is subject to approval by the nomination and remuneration committee.

The share-based payments to employees being equity-settled are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company''s estimate of equity instruments that will eventually vest, with a corresponding increase in equity.

Fair value of share options granted in the year:

The weighted average fair value of the share options granted during the financial year is '' 69.28 (Previous year: '' 28.74 ). Options were priced using a Black-Scholes option pricing model which takes into account the exercise price, expected volatility, option''s life, the share price at grant date, expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

Basis of assumptions:

1. The risk free interest rates are determined based on the zero-coupon sovereign bond yields with maturity equal to the expected term of the option.

2. The expected volatility was determined based on the volatility of the equity share for the period of one year prior to issue of the option. Volatility calculation is based on historical stock prices using standard deviation of daily change in stock price. The historical period is taken into account to match the expected life of the option.

3. Dividend yield has been calculated taking into account expected rate of dividend on equity share price as on grant date.

The weighted average share price at the dates of exercise of options exercised during the year ended March 31, 2018 was '' 187.33 (year ended March 31, 2017 : '' 75.47)

NOTE 3: EMPLOYEE BENEFIT PLANS 1) Defined contribution plans :

The Company participates in a number of defined contribution plans on behalf of relevant personnel. Any expense recognised in relation to these schemes represents the value of contributions payable during the period by the Company at rates specified by the rules of those plans. The only amounts included in the balance sheet are those relating to the prior months contributions that were not due to be paid until after the end of the reporting period.

The major defined contribution plans operated by the Company are as below:

a) Provident fund and Pension

In accordance with the Employee''s Provident Fund and Miscellaneous Provisions Act, 1952 eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees'' salary. The contributions, as specified under the law, are made to the provident fund administered and managed by Government of India. The Company has no further obligations under the fund managed by the GOI beyond its monthly contributions which are charged to the Statement of Profit and Loss in the period they are incurred. The benefits are paid to employees on their retirement or resignation from the Company.

b) Superannuation Fund

The Company holds two in-house superannuation funds which appropriates funds to Life Insurance Corporation of India (the insurer) at the time of retirement/resignation of employee. The pension annuity is met by the Insurer as required, taking into consideration the contributions made. The Company has no further obligations under the scheme beyond its monthly contributions which are charged to the Statement of Profit and Loss in the period they are incurred.

2. Defined Benefit Plans:

a. Gratuity (Funded)

The Company has an obligation towards gratuity, a funded defined benefit retirement plan covering all employees. The plan provides for lump sum payment to vested employees at retirement, death while in employment or on termination of the employment of an amount equivalent to 15 days salary, as applicable, payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company makes annual contributions to gratuity funds established by various in-house funds managed by NOCIL Employees Trust Funds as disclosed in related party transaction (Refer Note 43). The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation determined in accordance with the terms of The Payment of Gratuity Act, 1972.

b. Gratuity (Unfunded)

The Company has an obligation towards gratuity, an unfunded defined benefit retirement plan covering eligible employees. The plan provides for lump sum payment to vested employees at retirement, death while in employment or on termination of the employment of an amount equivalent to 15 days salary, as applicable, payable for each completed year of service, without any payment ceiling. Vesting occurs upon completion of five years of service. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.

The most recent actuarial valuation of the present value of the defined benefit obligation was carried out at March 31, 2018 by an independent actuary. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

H Sensitivity Analysis

The Sensitivity Analysis below has been determined based on reasonably possible change of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. These sensitivities show the hypothetical impact of a change in each of the listed assumptions in isolation. While each of these sensitivities holds all other assumptions constant, in practice such assumptions rarely change in isolation and the asset value changes may offset the impact to some extent. For presenting the sensitivities, the present value of the Defined Benefit Obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the Defined Benefit Obligation presented above. There was no change in the methods and assumptions used in the preparation of the Sensitivity Analysis from previous year.

NOTE 4: RELATED PARTY DISCLOSURES

A . Details of related parties

Description of relationship Name of the Related Party

Wholly Owned Subsidiary Company PIL Chemicals Limited (PIL)

Key Management Personnel

- Chairman Mr. H. A. Mafatlal (from August 19, 2016)

- Managing Director Mr. C. R. Gupte (upto July 31, 2017)

- Managing Director Mr. S. R. Deo (from August 1, 2017)

(Previously Deputy Managing Director)

Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. No guarantees have been given or received. 44. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

5 Capital management

The capital structure of the Company consists of net debt and total equity of the Company. The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising the return to stakeholders through an optimum mix of debt and equity within the overall capital structure. The Company''s risk management committee reviews the capital structure of the Company considering the cost of capital and the risks associated with each class of capital.

6 Categories of financial instruments

The following table provides categorisation of all financial instruments at carrying value except non-current investments in un-quoted equity instrument of subsidiary which are carried at cost.

7 Financial risk management objectives

The Company''s Corporate Treasury function provides services to the business, co-ordinates access to domestic financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk assessment and analyses forex exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Company seeks to minimise the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Company''s - Risk Management Policy approved by the board of directors, which provide written principles on foreign exchange risk, interest rate risk, the use of financial derivatives and non-derivative financial instruments. Compliance with policies and exposure limits is reviewed on a continuous basis. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

8 Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of Currency risk, Interest rate risk and other price risk. The Company enters into a board approved list of derivative financial instruments to manage its exposure to foreign currency risk, including but not limited to foreign currency forwards and currency options.

9.Foreign currency sensitivity analysis in relation to the net foreign exchange exposure as at the balance sheet date

The Company is mainly exposed to the foreign exchange fluctuation in USD.

The following table details the Company''s sensitivity to a 5% increase/decrease in the Indian Rupee against USD. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management''s assessment of the reasonably possible change in foreign exchange rates. This is mainly attributable to the exposure outstanding on receivables and payables in the company at the end of the reporting period.The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A positive number below indicates an increase in the profit or equity where the Indian Rupee strengthens 5% against the relevant currency. For a 5% weakening of the Rupee against the relevant currency , there would be a comparable impact on the profit or equity, and the balances below would be negative.

In management''s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.

10.Derivative Financial Instruments

The Company has entered into foreign currency options and forward contracts to manage its exposure to fluctuations in foreign exchange rates on foreign currency receivables and payables. Fair value of derivative financial instruments are determined using valuation techniques based on information derived from observable market data.

The following table details the significant derivative financial instruments outstanding at the end of the reporting period:

11. Interest rate risk management

The Company does not have interest rate risk exposure on its outstanding loans as at the yearend since those bear fixed rate of interest.

12. Other price risks

The Company is exposed to price risks arising from mutual funds and equity investments other than subsidiary. Equity price risk is related to change in market reference price of investments in equity securities held by the Company. The fair value of quoted investments held by the Company exposes the Company to equity price risks. In general, these investments are not held for trading purposes. The Company manages the surplus funds majorly through combination of investments in debt based/arbitrage/equity oriented mutual fund schemes and fixed deposits. The price of investment in these mutual funds is based on Net Asset Value (NAV) declared by the Asset Management Company on daily basis as reflected by the movement in the NAV of invested schemes. The Company is exposed to price risk on such Investment schemes.

Mutual fund investments are susceptible to market price risk, mainly arising from changes in the interest rates or market yields which may impact the return and value of such investments. However, due to the very short tenor of the underlying portfolio in the liquid schemes, these do not hold any significant price risks.

13. Equity price sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to equity price risks at the end of the reporting period.

If equity prices had been 5% higher/lower, the other comprehensive income for the year ended March 31, 2018 would increase/decrease by '' 260 Lakhs (increase/decrease by '' 879 Lakhs for the year ended March 31, 2017) as a result of the changes in fair value of equity investments measured at FVTOCI.

14. Mutual fund price sensitivity analysis

The sensitivity analysis below have been determined based on Mutual Fund Investment at the end of the reporting period. If NAV has been 1% higher / lower, the profit for year ended March 31, 2018 would increase/decrease by '' 219 Lakhs (increase/decrease by '' Nil lakhs for the year ended March 31, 2017) as a result of the changes in fair value of mutual funds.

15. Credit risk management

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 assesses financial reliability of customers and other counter parties, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of financial assets. Individual risk limits are set and periodically reviewed on the basis of such information.

For trade and other receivables, credit evaluation is performed on the financial condition of accounts receivable using independent ratings where available or by assessment of the customer''s credit quality based on its financial position, past experience and other factors. The maximum exposure to credit risk in respect of the above at the reporting date is the carrying value of financial assets recorded in the financial statements, net of any allowance for losses. Based on the historical data, loss on collection of receivable is not material, hence no additional provision considered.

Trade receivables consist of a large number of customers, spread across the country comprising primarily dealers and manufacturers. The average credit period on sales of goods is 60 days. The Company''s trade and other receivables consists of a large number of customers, hence the Company is not exposed to concentration risk.

16. Liquidity risk management

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as and when required. The Treasury Risk Management Policy includes an appropriate liquidity risk management framework for the management of the short-term, medium-term and long term funding and cash management requirements. The Company manages the liquidity risk by maintaining adequate cash reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. The Company invests its surplus funds mainly in fixed deposit and mutual funds which carry no / negligible mark to market risks.

17. Liquidity risk table

The following table details the Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include principal cash flows along with interest. The contractual maturity is based on the earliest date on which the Company may be required to pay.

NOTE 18: FAIR VALUE MEASUREMENTS

This note provides information about how the Company determines fair values of various financial assets and financial liabilities.

19. Fair value of the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis

Some of the Company''s financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and inputs used).

Note 1: These investments in equity instruments are not held for trading. Instead, they are held for medium or long-term strategic purpose. Upon the application of Ind AS 109, the Company has chosen to designate these investments in equity instruments as at FVTOCI as the Management believe that this provides a more meaningful presentation for medium or long-term strategic investments, than reflecting changes in fair value immediately in the statement of profit and loss.

There were no transfers between Level 1 and 2 in the period.

20. Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)

Except as detailed in the following table, the Company considers that the carrying amounts of financial instruments recognised in the financial statements approximate their fair values.

NOTE 21 DISCLOSURE AS PER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

(i) Details of Investments made by the Company are given in Note 7, 8 & 12 in the financial statement.

(ii) There are no securities and guarantees provided and no guarantees given during the year.

NOTE 22 SUBSEQUENT EVENTS: There are no subsequent events identified as on the reporting date March 31, 2018.

NOTE 23: The Company is primarily engaged in the business of manufacture of rubber chemicals which in the context of Indian Accounting Standard (Ind AS) 108 on Operating Segments constitutes a single reportable segment. The relevant information regarding secondary segment reporting (by geographical segment) is presented in the consolidated financial statements as required as per Ind AS 108 ‘Operating Segments”.

NOTE 24:

(i) The figures for the comparative periods have been regrouped wherever necessary, to conform to the current year''s classification.

(ii) The figures for the comparative periods have been audited by a firm of Chartered Accountant other than Kalyaniwalla & Mistry LLP, Chartered Accountants.


Mar 31, 2017

(d) Rights, preferences and restrictions attached to Equity shares

The Company has a single class of Equity Shares. Each Shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

Note :

1. Figures in bracket denotes previous year figures.

2. Deductions in Plant and Equipment includes assets written off during the year - Gross block Rs.623.35 lakhs (previous year Rs.190.01 lakhs) Net book value Rs.65.43 lakhs (previous year Rs.46.64 lakhs).

3. Adjustments under Depreciation and Amortization for the previous year was on account of transitional provisions of Schedule II to the Companies Act, 2013.

Note:

(i) Pursuant to an agreement entered into between the core promotors of the Company and some of the promtor companies and approved by the Board of Directors of the Company on 6 August 2016, the Company, during the year has sold part of its investments (Non-current investment) in Navin Flourine International Limited. The profit on sale of the said investments aggregating to Rs.1,969.57 lakhs has been disclosed as ‘Exceptional Item''.

(ii) Pursuant to the agreement mentioned in the note (i), 703,375 Equity shares of Mafatlal Industries Limited were purchased during the year.

Had fair value method been used, the compensation cost would have been higher by Rs.151.60 Lakhs (previous year Rs.116.36 Lakhs), profit after tax would have been lower by Rs.106.62 lakhs (previous year Rs.75.99 Lakhs) and EPS - Basic would have been Rs.7.26 (lower by Rs.0.07) (previous year Rs.4.79 per share (lower by Rs.0.04) and Diluted would have been Rs.7.22 (lower by Rs.0.07) (previous year Rs.4.74 per share (lower by Rs.0.04)).

The Company expects to contribute Rs.215.00 lakhs (previous year Rs.337.26 Lakhs) to its Gratuity plan for the next year.

In assessing the Company’s Post Retirement Liabilities the Company monitors mortality assumptions and uses up-to-date mortality tables. The base being the Indian Assured Lives Mortality (2006-08) ultimate tables.

Expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

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

Other Disclosures:

4. The amounts due to Micro and Small Enterprises as defined in the ‘The Micro, Small and Medium Enterprises Development Act, 2006'' has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors. The disclosures relating to Micro and Small Enterprises as at the year-end are as follows:

5. Details of specified bank notes (SBNs)

The details of holding and dealing in SBNs by the company during the period from 8 November 2016 to 30 December 2016 are as follows

6. Derivative Instruments and Foreign Currency Exposure

(a) The Company has entered into forward exchange contracts for hedge purposes, not intended for trading or speculation purposes, to establish the amount of currency in Indian Rupees available at the settlement date of certain receivables. The following are the outstanding forward exchange contracts entered into by the Company:

7. Details of expenditure and income on in house approved Research and Development (R&D) facility

Particulars (as identified and bifurcated by the management of the company)

Capital expenditure is not on incurrence basis thus does not include net addition in capital work in progress

8. The Board of Directors at it''s meeting held on 8 May 2017 have recommended a dividend of Rs.1.80 (Previous year Rs.1.20) per equity share of Rs.10 each, subject to approval by the shareholders at the ensuing Annual General Meeting.

9. Details of Loans given, Investment made and Guarantee given covered under section 186(4) of the Companies Act, 2013:

(i) The Company has not given any loans or guarantees.

(ii) Investments made by the Company as at 31 March 2017 (Refer note no. 11)

10. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2016

1. Figures in bracket denotes previous year fgures.

2. Adjustments in buildings aggregating to Nil (previous year Rs. 17.47
lakhs) represents commercial property given under operating lease
during the year.

3. Deductions in Plant and Equipment includes assets written off
during the year - Gross block Rs. 190.01 lakhs (previous year Rs. 365.34
lakhs) Net book value Rs. 46.64 lakhs (previous year Rs. 125.23 lakhs).

4. Adjustments under Depreciation and Amortization for the previous
year was on account of transitional provisions of Schedule II to the
Companies Act, 2013 (refer note 27).

Note:

566,320 Equity shares of Navin Fluorine International Limited were
received under the rehabilitation scheme of Mafatlal Industries Limited
sanctioned by the Board for Industrial and Financial Reconstruction in
its order dated 30th October, 2002.

1. During the year ended 31 March 2015, pursuant to the notifcation of
Schedule II to the Companies Act, 2013 with effect from April 1, 2014,
the Company revised the estimated useful life of relevant assets to
align the useful life with those specifed in Schedule II. Pursuant to
the transitional provisions prescribed in Schedule II to the Companies
Act, 2013, the Company had fully depreciated the carrying value of the
assets, net of residual value, where the remaining useful life of the
asset was determined to be nil as on April 1, 2014, and adjusted an
amount of Rs. 34.92 lakhs (net of deferred tax of Rs. 17.99 lakhs) against
the opening balance in the Statement of Proft and Loss under Reserves
and Surplus.

2. The Company is primarily engaged in the business of manufacturing
and trading of rubber chemicals, which, in the context of Accounting
Standard 17 on ''Segment Reporting'', constitutes a single reportable
segment.

3. The Company''s signifcant leasing arrangements are in respect of
operating leases for premises (residential, offces, godowns etc.).
These lease arrangements are ranging between 11 months to 60 months
generally or longer and are renewable by mutual consent or mutually
agreeable terms. The aggregate lease rentals expense and income is Rs.
290.09 Lakhs (previous year Rs. 300.05 Lakhs) and Rs. 56.99 Lakhs (previous
year Rs. 48.04 Lakhs) respectively.

4. Related Parties

(A) Name of related parties and description of relationship

(i) Subsidiary Company:

PIL Chemicals Limited (PIL)

(ii) Enterprises over which Directors and Relatives of such personnel
exercise signifcant infuence:

Navin Fluorine International Limited

Mafatlal Industries Limited

Shri Sadguru Seva Sangh Trust

Sri Chaitanya Seva Trust

(iii) Key Management Personnel:

Mr. C. R. Gupte Mr. S. R. Deo

Had fair value method been used, the compensation cost would have been
higher by Rs. 116.36 Lakhs (previous year Rs.12.92 Lakhs), proft after tax
would have been lower by Rs.75.99 lakhs (previous year Rs. 8.54 Lakhs) and
EPS – Basic would have been Rs. 4.79 (lower by Rs.0.04) (previous year
Rs.3.52 per share (lower by Rs. 0.01) and Diluted would have been Rs. 4.74
(lower by Rs. 0.04 (previous year Rs. 3.50 per share (lower by Nil)).

The Company expects to contribute Rs. 337.26 lakhs (previous year Rs.
210.30 Lakhs) to its Gratuity plan for the next year.

In assessing the Company''s Post Retirement Liabilities the Company
monitors mortality assumptions and uses up-to-date mortality tables.
The base being the Indian Assured Lives Mortality (2006-08) ultimate
tables.

Expected return on plan assets is based on expectation of the average
long term rate of return expected on investments of the fund during the
estimated term of the obligations.

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

5. Derivative Instruments and Foreign Currency Exposure

(a) The Company has entered into forward exchange contracts for hedge
purposes, not intended for trading or speculation purposes, to
establish the amount of currency in Indian Rupees available at the
settlement date of certain receivables. The following are the
outstanding forward exchange contracts entered into by the Company:

6. Details of Loans given, Investment made and Guarantee given
covered under section 186(4) of the Companies Act, 2013: (i) The
Company has not given any loans or guarantees. (ii) Investments made
by the Company as at 31 March 2016 (Refer note no. 11)

7. Previous year''s fgures have been regrouped / reclassifed wherever
necessary to correspond with the current year''s classifcation /
disclosure.


Mar 31, 2015

CORPORATE INFORMATION

NOCIL Limited (the Company) was incorporated on 11 May 1961, and is engaged in manufacture of rubber chemicals. The Company has manufacturing facilities at Navi Mumbai (Maharashtra) and at Dahej (Gujarat). The products manufactured by the Company are used by the tyre industry and other rubber processing industries.

2 Contingent liability in respect of: (Rs. in Lakhs) 31 March 2015 31 March 2014

(a) Claims against the Company 47.12 62.27 not acknowledged as debts

(b) Central excise duty and 63.11 65.78 Customs duty demands disputed

(c) Income-tax demands disputed 1,074.30 1,074.30

(d) Sales tax demands disputed 393.81 393.81

Note: The Company has contested / filed appeals in respect of the aforesaid disputed matters before the authorities. The management is hopeful that matters will be decided in favour of the Company.

3. The Company is primarily engaged in the business of manufacturing and trading of rubber chemicals, which, in the context of Accounting Standard 17 on ''Segment Reporting'', constitutes a single reportable segment.

4. The Company''s significant leasing arrangements are in respect of operating leases for premises (residential, offices, godowns etc.) These lease arrangements are ranging between 11 months to 60 months generally or longer and are renewable by mutual consent or mutually agreeable terms. The aggregate lease rentals expense and income is '' 300.05 Lakhs (previous year Rs. 261.78 Lakhs) and Rs. 48.04 Lakhs (previous year Rs. 36.75 Lakhs) respectively.

5. During the year, pursuant to the notification of Schedule II to the Companies Act, 2013 with effect from April 1, 2014, the Company revised the estimated useful life of relevant assets to align the useful life with those specified in Schedule II. Pursuant to the transitional provisions prescribed in Schedule II to the Companies Act, 2013, the Company has fully depreciated the carrying value of the assets, net of residual value, where the remaining useful life of the asset was determined to be nil as on April 1,2014, and adjusted an amount of Rs 34.92 lakhs (net of deferred tax of Rs 17.99 lakhs) against the opening balance in the Statement of Profit and Loss under Reserves and Surplus.

The depreciation expense in the Statement of Profit and Loss for the year is lower by Rs. 456 .24 lakhs and profit after tax for the year is higher by Rs. 301.57 lakhs consequent to the change in the useful life of the assets.

6. Related Parties

(A) Name of related parties and description of relationship

(i) Subsidiary Company:

PIL Chemicals Limited (PIL) (Formerly known as PIL Chemicals Private Limited)

(ii) Enterprises over which Directors and Relatives of such personnel exercise significant influence:

Navin Fluorine International Limited Mafatlal Industries Limited Shri Sadguru Seva Sangh Trust Sri Chaitanya Seva Trust

(iii) Key Management Personnel:

Mr. C. R. Gupte

Mr. S. R. Deo (w.e.f. - 1 January 2014)

Had fair value method been used, the compensation cost would have been higher by Rs. 12.92 Lakhs (previous year Rs. 21.35 Lakhs), profit after tax would have been lower by Rs. 8.54 lakhs (previous year Rs. 14.55 Lakhs) and EPS - Basic would have been Rs. 3.52 (lower by Rs. 0.01) (previous year Rs. 1.46 per share (lower by Rs. 0.01) and Diluted would have been Rs. 3.50 (lower by Nil) (previous year Rs. 1.46 per share (lower by Rs. 0.01)).

The Company expects to contribute Rs. 210.30lakhs (previous year Rs. 138.78Lakhs) to its Gratuity plan for the next year.

In assessing the Company''s Post Retirement Liabilities the Company monitors mortality assumptions and uses up-to date mortality tables. The base being the Indian Assured Lives Mortality (2006-08) ultimate tables.

Expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

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

7. During the previous year ended 31 March 2014, the Company implemented a voluntary retirement scheme at its Navi Mumbai plant. The compensation paid during the previous year under the said scheme of Rs. 203.45 lakhs has been debited to the statement of Profit and loss and shownas an exceptional item in the previous year.

8. Details of Loans given, Investment made and Guarantee given covered under secton 186(4) of the Companies Act, 2013:

(i) The Company has not given any loans or guarantees.

(ii) Investments made by the Company as at 31 March 2015 (Refer note no. 11)

9. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2014

1. Contingent liability in respect of:

(Rs. in Lakhs)

2013-14 2012-13

(a) Claims against the Company not 62.27 140.58 acknowledged as debts

(b) Central excise duty and Customs duty 65.78 139.00 demands disputed

(c) Income tax demands disputed 1,074.30 865.83

(d) Sales tax demands disputed 393.81 364.36 Note: The Company has contested / filed appeals in respect of the aforesaid disputed matters before the authorities. The management is hopeful that matters will be decided in favour of the Company.

2 . Estimated amount of contracts remaining 149.26 142.70 to be executed on capital account and not provided for (net of advances)

3. The Company is primarily engaged in the business of manufacturing and trading of rubber chemicals, which, in the context of AS 17 on ''Segment Reporting'', constitutes a single reportable segment.

4. The Company''s significant leasing arrangements are in respect of operating leases for premises (residential, offices, godowns etc.). These lease arrangements are ranging between 11 months to 60 months generally or longer and are renewable by mutual consent or mutually agreeable terms. The aggregate lease rentals expense and income is Rs. 261.78 Lakhs (previous year Rs. 192.39 Lakhs) and Rs. 36.75 Lakhs (previous year Rs. 27.00 Lakhs) respectively.

5. The amount of borrowing costs capitalized during the year is NIL (previous year Rs. 1,013.69 Lakhs)

6. Related Parties

(A) Name of related parties and description of relationship

(I) Subsidiary Company:

PIL Chemicals Private Limited (PIL)

(ii) Enterprises over which Directors and Relatives of such personnel exercise significant influence:

Navin Fluorine International Limited

Mafatlal Industries Limited

(iii) Key Management Personnel:

Mr. C. R. Gupte

Mr. S. R. Deo (w.e.f. - 1st January 2014)

7. The Company has implemented a voluntary retirement scheme at its Navi Mumbai plant. The compensation paid during the current year under the said scheme of Rs. 203.45 lakhs has been debited to the Statement of Profit and loss and disclosed as an exceptional item.

8. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2013

1 Contingent liability in respect of: (Rs. in Lakhs)

(a) Claims against the Company not 140.58 202.88 acknowledged as debts

- Legal cases against the company

(b) Central excise duty and Customs duty 139.00 153.42 demands disputed

(c) Income tax demands disputed 865.83 2,816.88

(d) Sales tax demands disputed 364.36 794.87

2. Estimated amount of contracts remaining 142.70 3,232.33

To be executed on capital account and not provided for (net of advances)

3. The company is primarily engaged in the business of manufacturing and trading of rubber chemicals, which, in the context of AS 17 on ''Segment Reporting'', constitutes a single reportable segment.

4. The Company''s significant leasing arrangements are in respect of operating leases for premises (residential, offices, godowns etc.). These lease arrangements are ranging between 11 months to 60 months generally or longer and are renewable by mutual consent or mutually agreeable terms. The aggregate lease rentals expense and income is Rs.192.39 Lakhs (previous year Rs.142.15 Lakhs) and Rs.27.00 Lakhs (previous year Rs.27.00 Lakhs) respectively.

5. The amount of borrowing costs capitalized during the year is Rs. 1,013.69 Lakhs (previous year Rs.467.14 Lakhs)

6. Related Parties

(A) Name of related parties and description of relationship

(i) Subsidiary Company:

PIL Chemicals Private Limited (PIL)

(ii) Enterprises over which Directors and Relatives of such personnel exercise significant influence:

Navin Fluorine International Limited Mafatlal Industries Limited

(iii) Key Management Personnel:

Mr. C. R. Gupte

7. The amounts due to Micro and Small Enterprises as defined in the "The Micro, Small and Medium Enterprises Development Act, 2006" has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors. The disclosures relating to Micro and Small Enterprises as at 31st March, 2013 are as follows:

8. Derivative Instruments and Foreign Currency Exposure

(a) There are no outstanding forward exchange contracts as at 31 March 2013 and 31 March 2012.

(b) The year-end foreign currency exposures that have not been hedged are as follows:

9. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2012

(a) Rights attached to equity shares

The company has a single class of equity shares. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders. In the event of liquidation, the equity shareholders are eligible to receive the assets of the company, in proportion to their shareholding.

Note :

The Company carried a Reserve for Contingency to meet a shortfall, if any, in realization of intercorporate loans. Such loans having been repaid during the year, the Reserve for Contingency is transferred to Surplus in Statement of Profit and Loss.

Note:

1. 566,320 Equity shares of Navin Fluorine International Ltd. were received under the rehabilitation scheme of Mafatlal Industries Ltd sanctioned by the Board for Industrial and Financial Reconstruction in its order dated 30th October, 2002.

2. Pursuant to the scheme of amalgamation approved by the Bombay High Court, subsidiary companies (Ensen Holdings Limited and Urvija Investments Limited) were merged with another subsidiary company (PIL Chemicals Private Limited) with retrospective effect from 1 April 2010. Consequent to the merger, the company has received 844,833 equity shares of Rs. 10 each of PIL Chemicals Private Limited at a premium of Rs. 20 per share in lieu of its holdings in Ensen Holdings Limited and Urvija Investments Limited. This has resulted in excess provision for diminution of Rs. 22.45 Lakhs in the value of investment in Ensen Holdings Limited booked in earlier years, which has been reversed.

1. The company is primarily engaged in the business of manufacturing and trading of rubber chemicals, which, in the context of AS 17 on 'Segment Reporting', constitutes a single reportable segment.

2. The Company's significant leasing arrangements are in respect of operating leases for premises (residential, offices, godowns, subletting etc.). These lease arrangements are ranging between 4 months to 60 months generally or longer and are renewable by mutual consent or mutually agreeable terms. The aggregate lease rentals expense and income is Rs.142.15 Lakhs (previous year Rs. 180.03 Lakhs) and Rs. 27.00 Lakhs (previous year Rs. 53.20 Lakhs) respectively.

3. The amount of borrowing costs capitalized during the year is Rs.467.14 Lakhs (previous year Nil)

4. Related Parties

(A) Name of related parties and description of

relationship

(i) Subsidiary companies:

PIL Chemicals Private Limited (PIL)

Ensen Holdings Limited

(merged into PIL with effect from 1 April 2010)

Urvija Investments Limited

(merged into PIL with effect from 1 April 2010)

(ii) enterprises over which directors and Relatives of such personnel exercise significant influence:

Navin Fluorine International Limited Mafatlal Industries Limited

(iii) Key management Personnel:

Mr. C. R. Gupte

(B) transactions with related parties

Had fair value method been used, the compensation cost would have been higher by Rs. 90.78 Lakhs (previous year Rs. 97.35 Lakhs), proft after tax would have been lower by Rs. 61.33 Lakhs (previous year Rs. 68.14 Lakhs) and EPS – both Basic and Diluted – would have been Rs. 2.07 per share (previous year Rs. 2.03 per share).

The company expects to contribute Rs. 98.45 Lakhs (previous year Rs. 102.73 Lakhs) to its Gratuity plan for the next year. In assessing the Company's Post Retirement Liabilities the company monitors mortality assumptions and uses up-to-date mortality tables. The base being the LIC 1994-96 ultimate tables. Expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations. The estimates of the future salary increase, considered in actuarial valuation, take account of infation, seniority, promotion, and other relevant factors, such as supply and demand in the employment market.

5. The amount of exchange differences included in the net profit for the year aggregates to Rs. 181.47 Lakhs (Previous year Rs.(29.02) Lakhs).

6. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.


Mar 31, 2011

(Rs in lakhs) 2010-11 2009-10

1. Estimated amount of contract remaining to be executed on capital account 2868.85 125.94 and not provided for (net of advances)

2. Claims against the Company not acknowledged as debts 210.55 274.04

3. Contingent liability in respect of :

(a) Central excise duty and Customsduty demands disputed 105.63 126.48

(b) Income tax demands disputed 3,816.81 1,261.70

(c) Sales tax demands disputed 794.87 807.44

4. The Company as at 31 March 2011 carries a total contingency reserve of Rs3,000 lakhs (previous year Rs3,000 lakhs) which, in its opinion, is adequate to meet any short fall/diminution in the ultimate realisation of its Investments, Current Assets and Loans & Advances.

5. The company is primarily engaged in the business of manufacturing and trading of rubber chemicals, which, in the context of AS 17 on Segment Reporting, constitutes a single reporting segment.

6. The Companys significant leasing arrangements are in respect of operating leases for premises (residential, offices, go-downs, subletting etc.). These lease arrangements are ranging between 4 months to 60 months generally or longer and are renewable by mutual consent or mutually agreeable terms. The aggregate lease rentals expenses and income is Rs 180.03 lakhs (previous year Rs379.59 lakhs) and Rs53.20 lakhs (previous year Rs303.27 lakhs) respectively.

7. Related Parties

(A) Name of related parties and description of relationship

(i) Subsidiary Companies :

Ensen Holdings Limited

Urvija Investments Limited

PIL Chemicals Private Limited

(ii) Enterprises over which Directors and Relatives of such personnel exercise significant influence :

Navin Fluorine International Limited

Mafatlal Industries Limited

(iii) Key Management Personnel :

Mr. C. R. Gupte

(iv) Relatives of Key Management Personnel:

Mr. V. R. Gupte

Mrs. A. C. Gupte

Had fair value method been used, the compensation cost would have been higher by Rs 97.35 lakhs (P.Y. Rs30.93 lakhs), profit after tax would have been lower by Rs68.14 lakhs (P.Y. Rs18.72 lakhs) and EPS – both Basic and Diluted – would have been Rs2.03 per share (P.Y. Rs2.11 per share).

The company expects to contribute Rs. 103 lakhs to its Gratuity plan for the next year. In assessing the Companys Post Retirement Liabilities the company monitors mortality assumptions and uses up-to-date mortality tables. The base being the LIC 1994-96 ultimate tables.

Expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

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

15. Figures of the previous year have been regrouped / rearranged wherever necessary to correspond to figures of the current year. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.


Mar 31, 2010

(Rs. in lakhs)

2009-10 2008-09

1. Contingent liability in respect of:

(a) Central excise duty and Customs duty demands disputed 126.48 158.27

(b) Income tax demands disputed 1261.70 1261.70 (c) Sales tax demands disputed 807.44 772.59

2. The Company as at 31 March 2010 carries a total contingency reserve of Rs. 3000 lakhs (previous year Rs. 3000 lakhs) which, in its opinion, is adequate to meet any short fall/diminution in the ultimate realisation of its Investments, Current Assets and Loans & Advances.

3. The company is primarily engaged in the business of manufacturing and trading of rubber chemicals, which, in the context of AS 17 on Segment Reporting, constitutes a single reporting segment.

4. The Companys significant leasing arrangements are in respect of operating leases for premises (residential, offices, go- downs, subletting etc.). These lease arrangements are ranging between 4 months to 60 months generally or longer and are renewable by mutual consent or mutually agreeable terms. The aggregate lease rentals expenses and income is Rs 379.59 lakhs (previous year Rs 394.01 lakhs) and Rs 303.27 lakhs (previous year Rs 357.74 lakhs) respectively.

5. Related Parties

(A) Name of related parties and description of relationship (i) Subsidiary Companies:

Ensen Holdings Limited Urvija Investments Limited PIL Chemicals Private Limited

(ii) Enterprises over which Directors and Relatives of such personnel exercise significant influence:

Navin Fluorine International Limited Mafatlal Industries Limited

(iii) Key Management Personnel:

Mr. C. R. Gupte

(iv) Relatives of Key Management Personnel:

Mr. V. R. Gupte Mrs. A. C. Gupte

6. Figures of the previous year have been regrouped / rearranged wherever necessary to correspond with the figures of the current year. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

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