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Notes to Accounts of Seya Industries Ltd.

Mar 31, 2015

1. CORPORATE INFORMATION:

Seya Industries Ltd (the Company) is a Public Limited Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on BSE Limited, Kolkata Stock Exchange, and Ahmedabad Stock Exchange. The Company is engaged in manufacturing of Fine & Speciality chemicals Intermediates, Pharmaceutical Intermediates, Agrochemical Intermediates, Organic Chemical Intermediates and Inorganic Chemical Intermediates.

2. Rights, preferences and restrictions attached to shares

The Company has only one class of Equity Shares having a par value of Rs 10/- per share. Each Shareholder is eligible for one vote per share. The dividend proposed by the Board of Directors is subject to the approval of Shareholders, except in case of interim dividend. 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 of their shareholding.

3. The Company has not allotted any equity shares for consideration other than cash, bonus shares, nor have any shares been bought back during the period of five years immediately preceding the Balance Sheet date.

4. The Company has received share application money to allot 151,261,714 Non-Convertible Redeemable Preference Shares of Rs 10/- each.

5. Rupee Term Loan from banks comprises of loan taken for expansion of project of Rs3,700.29 Lakhs and Car loan of Rs 11.24 Lakhs.

6. Term loan for expansion of project is secured by way of first charge, having pari-passu rights, on factory - land and building (Save and except stock and book debts), situated at one of the company's location.

7. Car loan from bank is secured against hypothecation of Car.

8. Working capital loan from bank is secured against hypothecation of stock of raw materials, Stock in Process, Semi-Finished and Finished goods, Stores and Spares (not relating to plant and machinery), book debts.

9. Contingent liabilities and commitments to the extent not provided Rs in Lakhs

As at March As at March 31, 2015 31, 2014

Contingent Liabilities - -

Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for.

- Tangible Assets 25,081.11 3,600.51

TOTAL 25,081.11 3,600.51

10. Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

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

11. Financial Instruments

The Company has negligible exposure in Foreign Currency during the year and hence has not availed any financial instrument, viz. Derivatives and Forward Contract Instruments for hedging its risks and exposure to foreign currency fluctuations

12. Amounts remitted in foreign currency during the year on account of dividend: NIL (Previous year. NIL)

13. Earnings in Foreign Exchange: NIL (Previous Year. NIL). The Company has made Foreign Exchange gain on account of currency fluctuation as on date of Balance Sheet by an amount of Rs20.72 Lakhs (Previous Year. Rs 13.92 Lakhs), however the same has not been realised in Cash

14. Disclosure under AS-15: Employee Benefits

15. Defined Benefit Plan

During the Period under review Company has made contribution towards Employees' Group Gratuity-cum-Life Assurance Scheme of the Life Insurance Corporation of India.

Both are funded defined benefit plans for qualifying employees. The Scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment as per the Company's Gratuity Scheme. Vesting occurs upon completion of Five years of services.

The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for Compensated Absences is recognised in the same manner as gratuity.

16. The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

17. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, Increments and other relevant factors.

18. The expected return on plan assets is determined considering several applicable factors mainly the composition of plan assets held, assessed risk of assets management and historical result of the return on plan asset.

19. In absence of specific details of plan assets from LIC, the details of plan assets have not been furnished. The details of experience adjustment relating to Plan assets are not readily available in valuation report and hence are not furnished.

20. The following table set out the funded status and amounts recognised in Company's financial statements as at March 31, 2015 for Defined Benefit Plan. (Disclosure as per AS-15)

Rs in Lakhs

21. Classification of Business Segments

Primary Segments

For better understanding of Company's business, the Company has classified its business segments based on the respective end use of its products into Inorganic, Organic, Fine & Speciality, Pharmaceuticals & Agrochemical Intermediates, which does not have any financial impact and for which necessary Segment wise statement has been shown as per Accounting Standard - 17 (AS - 17). Inter-segment transfer prices are normally negotiated at cost or market prices whichever is lower with an overall optimisation objective of the Company. Revenue and expenses have been accounted based on their relationship to the operating activities of the segment. Revenue and expenses, which relate to the enterprise as a whole and are not allocable to segments on the reasonable basis, have been included under "Un-allocable Expenses"

Secondary Segments

The Company operates only in one geographical segment i.e. India, hence disclosures w.r.t. Secondary segments have not been provided.

22. Segment-wise Capital Employed

The Fixed Assets used in the Company's business or liabilities contracted cannot be classified as per reportable segments, as the Fixed Assets and Services are used interchangeably between segments hence it is not practically possible to provide segment-wise disclosures relating to Capital employed

23. Disclosures under AS-18: Related Party Disclosures

Details of Related Parties:

Description of Relationship Name of the Parties

Key Management Personnel (KMP) 1. Mr. Ashok G Rajani - Chairman & Managing Director

2. Mr. A. K. Bhowmik - Director

Company in which either of M/s. Universal Textile KMP or their Relatives can Waterproof Co. (India) in which exercise significant influence relatives of KMP are partners

24. Disclosure under AS-19: Leases

The Company has entered into operating lease arrangements as Lessee for certain facilities and office premises. The lease is non-cancellable and is for a period of 10 years and may be renewed for a further period of 10 years based on mutual agreement of the parties. The lease agreements does provide for any increase in the lease payments.

25. Investor Education and Protection Fund:

There is no amount due and outstanding as at Balance Sheet date to be credited to the Investor Education and Protection Fund.

26. Disclosure under Clause 32 of the Listing Agreement:

The Company does not have any subsidiaries hence the Disclosures under Clause 32 of the Listing Agreement is not applicable.

27. Previous Year's figures:

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


Mar 31, 2014

1.1. Corporate Information:

Seya Industries Ltd (the Company) is a Public Limited Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on BSE Limited, Delhi Stock Exchange, Kolkata Stock Exchange, and Ahmedabad Stock Exchange. The Company is engaged in manufacturing of Organic Intermediates, Inorganic Intermediates, Pharmaceutical intermediates, Agro Chemical Intermediates and Fine and Speciality Chemicals Intermediates.

2.1. Terms / Rights attached to Equity Shares:

The Company has only one class of Equity Shares having a par value of Rs.10/- per share. Each Shareholder is eligible for one vote per share. The dividend proposed by the Board of Directors is subject to the approval of Shareholders, except in case of interim dividend. 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 of their shareholding.

2.2. The Company has not allotted any equity shares for consideration other than cash, bonus shares, nor have any shares been bought back during the period of five years immediately preceding the Balance Sheet date.

2.3. The Company has received share application money to allot 42,794,500 equity sharesof Rs.10/- each at a premium of Rs.5/- per share and 51,217,600 equity shares of Rs.10/- each at a premium of Rs.7/- per share.

3.1. Rupee Term Loan from banks comprises of loan taken for expansion of project of Rs.4,236.66 Lakhs and Car loan of Rs.21.09 Lakhs.

3.1.1. Term loan for expansion of project is secured by way of first charge, having pari-passu rights, on factory - land and building (Save and except stock and book debts), situated at one of the Company''s location.

4.1.2. Car loan from bank is secured against hypothecation of Car.

4.2. Terms of Repayments of Secured / Unsecured Loans:

5.1. Loan from Banks comprises of Working Capital Rupee Loan of Rs.1,380.80 Lakhs and Foreign Currency Loan of US$5.64 Lakhs (equivalent to Rs.336.31 Lakhs as calculated on the date of the Balance sheet) i.e. Buyer''s Credit:

5.1.1. Working Capital Loan from Bank is secured against Hypothecation of stock of Raw materials, Stock in Process, Semi- Finished and Finished goods, Stores and Spares (not relating to plant and machinery), Book debts.

5.1.2. Buyer''s Credit is secured by Lien on Fixed Deposits placed by the Company.

6. ADDITIONAL INFORMATION TO THE FINANCIAL STATEMENTS:

6.1. Contingent liabilities and commitments to the extent not provided:

in Lakhs

As at As at March 31, 2014 March 31, 2013

Contingent Liabilities - -

Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for

Tangible Assets 3,600.51 33.81

ToTAL 3,600.51 33.81

6.2. Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006:

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

6.3. Financial Instruments:

The Company has negligible exposure in Foreign Currency during the year and hence has not availed any financial instrument, viz. Derivatives and Forward Contract Instruments for hedging its risks and exposure to foreign currency fluctuations

6.4. Value of imports calculated on CIF basis: NIL (Previous Year: NIL)

6.5. Amounts remitted in foreign currency during the year on account of dividend: NIL (Previous year: NIL)

6.6. Earnings in Foreign Exchange: NIL (Previous Year: NIL). The Company has made Foreign Exchange gain on account of currency fluctuation as on date of Balance Sheet by an amount of ''13.92 Lacs(Previous Year: NIL), however the same has not been realised in Cash

6.7. Disclosure under AS-15: Employee Benefits

6.7.1. Defined Benefit Plan

During the Period under review Company has made contribution towards Employees'' Group Gratuity-cum-Life Assurance Scheme of the Life Insurance Corporation of India.

Both are funded defined benefit plans for qualifying employees. The Scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment as per the Company''s Gratuity Scheme. Vesting occurs upon completion of Five years of Services.

The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for Compensated Absences is recognised in the same manner as gratuity.

6.7.2. The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

6.7.3. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, Increments and other relevant factors.

6.7.4. The expected return on plan assets is determined considering several applicable factors mainly the composition of plan assets held, assessed risk of assets management and historical result of the return on plan asset.

6.7.5. In absence of specific details of plan assets from LIC, the details of plan assets have not been furnished. The details of experience adjustment relating to Plan assets are not readily available in valuation report and hence are not furnished.

6.7.6. The following table set out the funded status and amounts recognised in Company''s financial statements as at March 31, 2014 for Defined Benefit Plan. (Disclosure as per AS-15):

6.7.7. Classification of Business Segments:

For better understanding of Company''s business, the Company has classified its business segments based on the respective end use of its products into Inorganic, Organic, Fine & Speciality, Pharmaceuticals & Agrochemical Intermediates, which does not have any financial impact and for which necessary Segment wise statement has been shown as per Accounting Standard - 17 (AS - 17). Inter-segment transfer prices are normally negotiated at cost or market prices whichever is lower with an overall optimisation objective of the Company. Revenue and expenses have been accounted based on their relationship to the operating activities of the segment. Revenue and expenses, which relate to the enterprise as a whole and are not allocable to segments on the reasonable basis, have been included under "Un-allocable Expenses"

6.7.8. Segment-wise Capital Employed:

The Fixed Assets used in the Company''s business or liabilities contracted cannot be classified as per reportable segments, as the Fixed Assets and Services are used interchangeably between segments hence it is not practically possible to provide segment-wise disclosures relating to Capital employed.

7.1. Disclosure under AS-19: Leases

The Company has entered into operating lease arrangements as Lessee for certain facilities and office premises. The lease is non- cancellable and is for a period of 1 year and may be renewed for a further period of 1 year based on mutual agreement of the parties. The lease agreements does provide for any increase in the lease payments.

7.2. Investor Education and protection Fund:

There is no amount due and outstanding as at Balance Sheet date to be credited to the Investor Education and Protection Fund.

7.3. Disclosure under Clause 32 of the Listing Agreement:

The Company does not have any subsidiaries hence the Disclosures under Clause 32 of the Listing Agreement is not applicable.

7.4. Previous Year''s figures:

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


Mar 31, 2013

1.1 Corporate Information:

Seya Industries Ltd (the Company) is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on Delhi Stock Exchange, BSE Limited, Kolkata Stock Exchange, and Ahmedabad Stock Exchange. The Company is engaged in manufacturing of organic and inorganic Chemicals


Mar 31, 2012

A) Contingent Liabilities not provided for:-

Particulars 2011-12 2010-11

1. Estimated amount of contracts remaining to be executed on capital account and not provided for 325.00 285.00

Contingent Liabilities not provided for in respect of:

2. a) Central Excise (Matter Subjudice) 58.61 Nil

b) Sales Tax (under Appeal) Nil Nil

c) Income Tax (MAT) (Matter Subjudice) Nil Nil

d) Export Duty Nil Nil

e) Electricity Tax (Interest) Nil Nil

f) Labour Matters (Matter Sub-judice), to the extent quantifiable. Nil Nil

i) Aggregate value of the letter of credit outstanding 417.59 Nil

ii) Aggregate Value of Guarantees outstanding Nil Nil

b) Balances of Sundry Debtors and Creditors are subject to confirmation.

i) OTHERS:

2. Related Party & Key Management Personnel Disclosure under Accounting Standards 18:

1. Name of the Party Relationship

Mr. Ashok G Rajani Key Management Person

Mr. A. K. Bhowmik Key Managerial Person

3. Earnings Per Share:

Equity of the Company is employed partly in pre-commercial production activity and partly in commercial production activity which cannot be ascertained in exact sums. In the Circumstances EPS cannot be comparable.

4. During the year, Deferred Tax Assets/Liability is not provided as the management of the Company are not certain about reasonable time in which the timing difference would reverse. However, the amount of Deferred Tax Liability comes to Rs. 9834.44 Lakhs (Prev. Year Rs. 2876.35).

5. Disclosure as required under clause 32 of listing agreement have not been given as the company do not have any subsidiary.

6. Letters for year-end balance confirmation of sundry debtors and sundry creditors have been sent to the parties. In respect of confirmations received, the company is under process of scrutinizing and reconciling the balances.

7. The company has started commercial production for one of its products in the Organic Intermediate segment as on 01st December, 2011 while certain products still remained under construction and development. In the circumstances statement of Profit and Loss for the current year pertains to Business activities of the products whose commercial production has already commenced.

8. During the year ended 31st March, 2012 the revised schedule VI notified under the Companies Act 1956 has become applicable to the company for preparation and presentation of its financial statement. The adoption of revised schedule VI does not impact recognition and measurement principle followed for preparation of financial statement. However, it has significant impact on presentation and disclosures made in the financial statement. The Company has also reclassified the previous year's figures in accordance with the requirements applicable in the current year. In view of this reclassification certain figures of current year are not strictly comparable with those of the previous year.


Mar 31, 2011

A) Contingent Liabilities not provided for:-

Particulars 2010-11 2009-10

1 Estimated amount of contracts remaining to Rs. 285 Rs. 275 be executed on capital account and not Lacs Lacs provided for

2 Contingent Liabilities not provided for in respect of: NIL NIL

a) Central Excise (Matter Subjudice) NIL NIL

b) Sales Tax (under Appeal) NIL NIL

c) Income Tax (MAT) (Matter Subjudice) NIL NIL

d) Export Duty NIL NIL

e) Electricity Tax (Interest) - NIL

f) Labour Matters (Matter Subjudice), to the extent quantifiable. NIL NIL i) Aggregate value of the letter of credit outstanding NIL NIL

ii) Aggregate Value of Guarantees outstanding NIL NIL

b) Balances of Sundry Debtors and Creditors are subject to confirmation.

c) During the year under review in addition to and in continuation of contribution of the long term funds provider, towards the assignment of the debts of the bank and financial institutions, in its favour, as per existing contract, additionally provided funds to the tune of Rs. 15126.17 Lacs, as at 31st March 2011, towards the company's rationalization process, and accordingly the management of the company had successfully negotiated with the fund provider and converted their entire contribution into equity shares of the Company. During the Annual General Meeting in September 2010 some of the members/Shareholders of the Company had requested that the shares to these funds providers be allotted at a premium instead of at par. The Management of the company has successfully negotiated and has executed necessary contract based on which the company has agreed to allot 4,27,94,500 equity shares at a premium of Rs 5/- per share and 5,12,17,600 equity shares at a premium of Rs 7/- per share which at present will be treated as Application Money pending allotment and with due compliance of provisions of the Companies Act 1956 and Stock Exchanges. After allotment the said shares will have pari passu rights with other shares of the Company. The said equity shares when allotted will be treated as consideration received in cash as per Circular no.8/32/(75) 77-CL-V,dated 13th March 1978 issued by the Company Law Board Department

D) OTHERS:

1. The Company has not received information from the creditors regarding their status under Micro, Small and Medium Enterprise Development Act, 2006 and hence disclosure relating to amount unpaid at the end of the year under this Act has not been given. There are no claims for interest on delayed payment.

2. Related Party & Key Management Personnel Disclosure under Accounting Standards 18

1. Name of the Party Relationship

Mr. Ashok G Rajani Key Management Person

B. Transaction with Related Parties

Sr. Particulars Key Management Personnel No. 1. Remuneration to Directors 17,60,000/-

3. The Company's business activity falls within a single primary segment,viz., Manufacture of Organic Chemicals. As such there is no reporting segment as per Accounting Standard 17

4. Earning Per Share

The Company reports basic and diluted earning per share (EPS) in accordance with accounting Standard - 20 issued by the Institute of Chartered Accountants of India. The Basic EPS has been computed by dividing the income available to equity share holders by the weighted average number of equity shares outstanding during the accounting year. The Diluted EPS have been computed using the weighted average number of equity shares and diluted potential equity shares outstanding at the end of the year.

5. The Company has started its commercial production on 2nd March, 2011 and accordingly expenses incurred till that date, after deducting income thereon, has been transferred to Capital Expenditure pending allocation from the Profit & Loss Account. Thus Profit & Loss Account relates to the period from 2nd March, 2011 to 31st March, 2011.

6. Previous year's figures have been regrouped and rearranged wherever considered necessary to make them comparable with those of the current year.


Mar 31, 2010

A) Contingent Liabilities not provided for:-

Particulars 2009-10 2008-09

1 Estimated amount of contracts remaining to be Rs 275 lacs Rs 16 lacs executed on capital account and not provided for

2 Contingent Liabilities not provided for in respect of: NIL

a) Central Excise (Matter Subjudice) NIL NIL

b) Sales Tax (under Appeal) NIL NIL

c) Income Tax (MAT) (Matter Subjudice) NIL NIL

d) Export Duty NIL NIL

e) Electricity Tax (Interest) NIL

f) Labour Matters (Matter Subjudice), to the extent quantifiable. NIL NIL

i) Aggregate value of the letter of credit outstanding NIL NIL

ii) Aggregate Value of Guarantees outstanding NIL NIL

b) Balances of Sundry Debtors and Creditors are subject to confirmation.

c) During the year under review in addition to and in continuation of contribution of the fund provider, as per existing contract, additionally provided funds to the tune of Rs. 13078.24 lacs towards the companys rationalization process, and accordingly the management of the Company successfully negotiated with the fund provider and converted their entire contribution into equity shares of the Company. The Company has executed necessary contract based on which your company has agreed to allot 13,07,82,400 equity shares at par which at present will be treated as application money pending allotment and with due compliance of provisions of the Companies Act 1956 and terms and conditions of listing entered with Stock Exchanges. After allotment the said shares will have pari passu rights with other shares of the Company. The said equity shares when allotted will be treated as consideration received in cash as per Circular no.8/32/(75) 77-CL-V,dated 13th March 1978 issued by the Company Law Board Department

D) OTHERS:

1. The Company has not received information from the creditors regarding theit status under Micro, Small and Medium Enterprise Development Act, 2006 and hence disclosure relating to amount unpaid at the end of the year.under this Act has not been given. There are no claims for interest on delayed payment.

2. A Related Party Disclosure under Accounting Standards 18

a) List of Related Parties NIL

b) Associate Companies

Sriman Petrochemicals Limited Key Management personnel

c) Other parties related to key personnel NIL B. Transaction with Related Parties NIL

3. The Companys business activity falls within a single primary segment.viz., Manufacture of Organic Chemicals. As such there is no reporting segment as per Accounting Standard 17

4. The Company has not provided depreciation for the year under review in view of the fact that the plant and machinery including building and other assets of the Company are under rationalisation for obtaining quality production. Accordingly, based on the advise received by the Company (as per law laid down in Liquidator of Pursa Ltd v/s. C I T (25 ITR 265 SC)) no depreciation on any of the assets have been provided.

5. Previous years figures have been regrouped and rearranged wherever considered necessary to make them comparable with those of the current year.


Mar 31, 1993

The Company has prepared a statement of "Pre-Operative Project Expenditure pending Allocation" instead of a Profit & Loss A/c as the Project is under construction. Necessary details as per part II of Schedule VI to the Companies Act, 1956 have been disclosed in the said statement.

In the opinion of the Directors, the Company is not liable to pay any amount by way of Gratuity. As such, no provision has been made for Gratuity in the Books of Account.

 
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