Notes to Accounts of Bhageria Industries Ltd.

Mar 31, 2018

Note 1: Company Overview

Bhageria Industries Limited is a public limited company domiciled in India having its registered office at 1002, 10th Floor, Topiwala Centre, Off. S.V. Road, Near Goregaon Railway Station, Goregaon (West), Mumbai - 400062. The Company was incorporated on July 12, 1989 under the provision of the Companies Act, 1956. The Company is engaged in manufacturing of Dyes & Dyes Intermediate and generation and distribution of solar power. The equity shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited.

Note 2: Key Accounting Judgements, Estimates & Assumptions

The preparation of the Company''s financial statements requires the management to make judgments'', estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below:

A. Income taxes and Deferred tax assets:

The Company''s tax jurisdiction is India. Significant judgments are involved in estimating budgeted profits for the purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions. Deferred tax asset is recognised for all the deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized. The management assumes that taxable profit will be available while recognizing the deferred tax assets.

B. Property, Plant and Equipment:

Property, Plant and Equipment represent a significant proportion of the asset base of the Company. The charge in respect of periodic depreciation is derived after determining an estimate of an asset''s expected useful life as prescribed in the Schedule II of the Companies Act, 2013 and the expected residual value at the end of its life. The useful lives and residual values of Company''s assets are determined by the management at the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technical or commercial obsolescence arising from changes or improvements in production or from a change in market demand of the product or service output of the asset.

C. Impairment of non-financial assets:

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, the Company estimates the asset''s recoverable amount. An asset''s recoverable amount is the higher of an asset''s or Cash Generating Units (CGU''s) fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or a group of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account, if no such transactions can be identified, an appropriate valuation model is used.

D. Impairment of financial assets:

The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

E. Recognition and measurement of defined benefit obligation:

The obligation arising from the defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary escalation and vested future benefits and life expectancy. The discount rate is determined with reference to market yields at the end of the reporting period on the government bonds. The period to maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations.

F. Recognition and measurement of other provisions:

The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of resources, and on past experience and circumstances known at the balance sheet date. The actual outflow of resources at a future date may, therefore, vary from the figure included in other provisions.

G. Contingencies:

Management judgement is required for estimating the possible outflow of resources, if any, in respect of contingencies/claim/ litigations against the Company as it is not possible to predict the outcome of pending matters with accuracy.

H. Allowances for uncollected trade receivable and advances:

Trade receivables do not carry any interest and are stated at their normal value as reduced by appropriate allowances for estimated amounts which are irrecoverable. Individual trade receivables are written off when management deems them not collectible. Impairment is made on the expected credit losses, which are the present value of the cash shortfall over the expected life of the financial assets. The impairment provisions for financial assets are based on assumption about risk of default and expected loss rates. Judgement in making these assumptions and selecting the inputs to the impairment calculation are based on past history, existing market condition as well as forward looking estimates at the end of each reporting period.

a) The Investment Property consist of three offices situated at Goregaon, Mumbai.

b) Amount recognised in the statement of profit and loss for the above investment properties is Rs.10.23 Lakhs (P.Y. Rs. 7.77 Lakhs) during the financial year ended March 31, 2018 and March 31, 2017 respectively

c) Disclosure for Fair Value

d) Description of valuation techniques used and key inputs to valuation on investment properties.

The Company obtains independent valuations for its investment properties at reasonable interval. The best evidence of fair value is current prices in an active market for similar properties. Where such information is not available, the Company considers information from a variety of sources including:

i) Current prices in an active market for investment properties of different nature or recent prices of similar investment properties in less active markets, adjusted to reflect those differences.

ii) Discounted cash flow projections based on reliable estimates of future cash flows.

iii) Capitalised income projections based upon a estimated net market income from investment properties and a capitalisation rate derived from an analysis of market evidence.

The fair values of investment properties have been determined by reputed third party and independent valuers. The main inputs used are the rental growth rates, expected vacancy rates, terminal yields and discount rates based on comparable transactions and industry data. All resulting fair value estimates for investment properties are included in level 2.

Pursuant to approval of the Members :

# Authorised share capital of the Company was subdivided from Rs. 8 Crore (consisting of 80,00,000 equity shares of face value of Rs.10 each) to Rs. 8 Crore (consisting of 1,60,00,000 equity shares of face value of Rs. 5 each). Consequent to the decision, Issued and paid-up capital was subdivided from 79,62,750 equity shares of face value of Rs. 10 each as on the record date, i.e. October 27, 2016 (end of the day), into 1,59,25,500 equity shares of face value of Rs. 5 each.

Business combination of Nipur Chemicals Limited with Company :

* 1,20,00,000 Equity Shares of Rs. 5/- each fully paid added to authorised capital of the company pursuant to the Scheme of Arrangement & Amalgamation sanctioned by Hon''ble National Company Law Tribunal, Mumbai Bench on April 5, 2018 w.e.f. Appointed Date : October 1, 2016

^- 45,940 Equity Shares of Rs. 5/- each held by Nipur Chemicals Limited has been cancelled in pursuant to the Scheme of Arrangement & Amalgamation sanctioned by Hon''ble National Company Law Tribunal, Mumbai Bench on April 5, 2018 w.e.f. Appointed Date : October 1, 2016

(a) Terms / rights attached to:

Equity Shares

The Company has only one class of Equity Shares having par value of Rs. 5/- each. ((p.y. equity shares of Rs.10/- each). Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amount to various stakeholders of the company.

Dividend

The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board is subject to the approval of the shareholders in the ensuring Annual General Meeting.

NATURE AND PURPOSE OF RESERVES

(a) Capital Reserve : Capital Reserve is utilised in accordance with provision of the Act

(b) Security Premium Reserve : Security Premium Reserve is used to record the premium on issue of shares. These reserve is utilised in accordance with the provision of the Act.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018

(c) General Reserve : The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provision of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act 2013.

(d) Retained Earnings : Retained earnings are the profit that the Company has earned till date, less any transfer to general reserve, dividend or other distributions paid to shareholders.

These facilities are secured against the following charge on various assets of the Company :

1. Primary : Hypothecation charge on the entire current assets of the Company, both present & future.

2. Collateral : Extension of mortgage charge on factory land, building and plant & machinery situated at Vapi,Gujarat and Office premises situated at Goregaon,Maharashtra owned by the Company.

3. Buyer''s Credit taken from bank against immovable and movable assets of 30MW Solar Power Plant situated at Kombhale, Maharashtra. Exclusive charge on current assets of the company related to the project,both present and future. and second charge on entire current assets of the Company,both present and future.

4. Personal Guarantees of some of the Directors of the company.

5. Short Term Loan Taken from Bank against Fixed Deposits.

Note: Disclosure for micro and small enterprises:

As per information available with the Company, there are no Micro and Small Enterprises, as defined in the Micro, Small and Medium Enterprises Development Act, 2006, to whom the Company owes dues, which are outstanding as at March 31, 2018.

The Company''s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables, and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to support its operations directly or indirectly. The Company''s principal financial assets include investments, loans, trade and other receivables, cash and cash equivalents that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The below note explains the sources of risk which the entity is exposed to and how the entity manages the risk :

Credit Risk :

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.

Trade receivables

Customer credit risk is managed by the Company''s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed by the management on regular basis with market information and individual credit limits are defined accordingly. Outstanding customer receivables are regularly monitored and any further services to major customers are approved by the senior management.

On account of adoption of Ind-AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company does not expect any credit risk on account of trade receivables.

Financial instruments and cash deposits

Credit risk from balances/investments with banks and financial institutions is managed in accordance with the Company''s treasury risk management policy. Investments of surplus funds are made only with approved counterparties and within limits assigned to each counterparty. The limits are assigned based on corpus of investable surplus and corpus of the investment avenue. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

Liquidity Risk :

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 in bank fixed deposit and liquid schemes of mutual funds, which carry no/negligible mark to market risks.

The table below provides details regarding the maturities of significant financial liabilities as of March 31, 2018, March 31, 2017 and April 1, 2016:

Market Risk :

Market risk comprises three types of risk: price risk, interest rate risk and currency risk. The risks may affect income and expenses, or the value of its financial instruments of the Company. The objective of the Management of the Company for market risk is to maintain this risk within acceptable parameters, while optimising returns. The Company exposure to, and the Management of, these risks is explained below:

Price risk

Equity price risk is related to the change in market price of the investments in quoted equity securities. The value of the financial instruments is not material and accordingly any change in the value of these investments will not affect materially the profit or loss of the Company.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Since, the Company has insignificant interest bearing borrowings, the exposure to risk of changes in market interest rates is very low. The Company has not used any interest rate derivatives.

Interest rate sensitivity

No sensitivity analysis is prepared as the Company does not expect any material effect on the Company''s results arising from the effects of reasonably possible changes to interest rates on interest bearing financial instruments at the end of the reporting period.

Foreign Exchange Risk

Foreign exchange risk arises on future commercial transactions and on all recognised monetary assets and liabilities, which are denominated in a currency other than the functional currency of the Company. The Company''s management has set policy wherein exposure is identified, benchmark is set and monitored closely, and accordingly suitable hedges are undertaken. Policy also includes mandatory initial hedging requirements for exposure above a threshold.

The Company''s foreign currency exposure arises mainly from foreign exchange imports, exports and foreign currency borrowings, primarily with respect to USD.

The Company''s exposure to foreign currency changes for all other currencies is not material.

Foreign currency sensitivity analysis

The following table demonstrate the sensitivity to a reasonable possible change in USD exchange rate, with all other variables held constant. The impact on the Company''s profit before tax is due to changes in the fair value of monetary assets and liabilities and derivatives is as follows:

Note 3 : Capital Management

For the purpose of the Company''s capital management, capital includes issued equity share capital, securities premium and all other reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maximise the value of the share and to reduce the cost of capital.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company can adjust the dividend payment to shareholders, issue new shares, etc. The Company monitors capital using a gearing ratio, which is net debt divided by total equity. The Company includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents.

Note 4 : Segment Information:

Information about Primary Business Segment

The Company has identified business segments as its primary segment and geographic segments as its secondary segment. The Company is engaged in Dyes, Dyes Intermediates and Basic Chemicals and Generation and Distribution of Solar Power during the year, consequently the Company have separate reportable business segment for the year ended March 31, 2018.

Information about Secondary Geographical Segment

The Company is engaged in providing services to customers located in India and outside india, consequently the Company have separate reportable geographical segment for the year ended March 31, 2018. i.e) Domestic and Export.

The Company has classified the various benefits provided to employees as under:

I. Defined Contribution Plans

a. Employers'' Contribution to Provident Fund and Employee''s Pension Scheme

b. Employers'' Contribution to Employee''s State Insurance

During the year, the Company has incurred and recognised the following amounts in the Statement of Profit and Loss:

The Company has acquired M/s. Nipur Chemicals Limited, under the scheme of amalgamation with appointed date as October 1, 2016. The scheme has been approved on April 5, 2018. This acquisition will enable the company to reduce the cost of production and increase in production capacity.

Upon business combination, 45,940 equity shares held by Nipur Chemicals Limited in the Company get cancelled on account of cross holdings and the Company is required to allot 59,42,530 Equity shares to the shareholders of Nipur Chemicals Limited in pursuance to the Scheme of Amalgamation. Thereafter, the Paid-up Capital of the company will increase to Rs. 10,91,10,450 (Ten Crore Ninety One Lakh Ten Thousand Four Hundred and Fifty) divided into 2,18,22,090 (Two Crore Eighteen Lakh Twenty Two Thousand & Ninety) Equity shares of Rs. 5 each.

Company has given effect to the Scheme in the Accounts and accordingly the Assets and the Liabilities of Nipur Chemicals Limited are transferred to and vested in the Company with effect from October 1, 2016, being the Appointed Date of the Scheme.

Income accruing and expenses incurred by Nipur Chemicals Limited, during the period from October 1, 2016 to March 31, 2018, have been incorporated in the Financial Statements after eliminating inter-company transactions. The effects of these transactions are reflected in the Financial Statements.

Purchase Consideration:

59,42,530 equity shares pending for issuance as consideration payable to Shareholders of M/s. Nipur Chemicals Limited was based on face value of shares as on date of acquisition of Rs. 5 per share. i.e. Rs. 297.13 Lakhs

Acquired receivables

The fair value of acquired trade receivables is Rs. 1,551.72 Lakhs with respect to M/s. Nipur Chemicals Limited (gross of inter-company adjustments).

Revenue and profit contribution

The acquired business contributed revenues and profits to the group for the period March 31,2017 as follows:

For the date of acquitision, NCL has contributed Rs. 3096.75 Lakhs of revenue and Rs. 91.97 Lakhs to the Net profit before tax (gross of inter-company adjustments) to the continuing operation of the Company. If the acquistion had taken at the beginning of the year, revenue from continuing operations of the NCL would have been Rs. 6,324.52 Lakhs and the profit before tax from continuing operations for the year would have been Rs. 920.61 lakhs (gross of inter-company adjustments).

Contingent liability on business combination

A contingent liability of Rs 41.88 lacs was recognised on the acquisition of M/s. Nipur Chemicals Limited for disputed custom liabilities and bank guarantee given by company.

Note 5 : Events after the Reporting Period

The Board of Directors at its meeting held on May 4, 2018, have recommended final dividend for the financial year 2017-18 of Rs. 5.5/- per equity share (face value: Rs. 5/- each) i.e) 110% , being subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. This dividend will be paid on expanded equity of Rs. 10.91 Crores with an outlay of Rs. 12.00 Crores plus dividend distribution tax of Rs. 2.47 Crores thereon aggregating to Rs.14.47 Crores due to amalgamation of Nipur Chemicals Limited as approved by NCLT. The actual dividend amount will be dependent on the relevant share capital outstanding as on record date/ book closure.

Note No. 6 First Time Adoption of Ind-AS

For all periods up to March 31, 2017, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 Indian GAAP ("IGAAP"). These standalone financial statements of Bhageria Industries Limited for the year ended March 31, 2018 have been prepared in accordance with Ind-AS. This is the first set of Financial Statements in accordance with Ind-AS. For the purpose of transition from the IGAAP to Ind-AS, the Company has followed guidance provided in Ind-AS 101 - First Time Adoption of Indian Accounting Standards, w.e.f. April 01, 2016 as the transition date.

The transition to Ind-AS has resulted in changes in the presentation of the financial statements, disclosures in the notes, accounting policies and principles. The accounting policies set out in Note 2 have been applied in preparing the standalone financial statements for the year ended on March 31, 2018 as well as for March 31, 2017 for comparative information. In preparing these financial statements, opening balance sheet was prepared as at 1 April 2016. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at 1 April 2016 and the financial statements as at and for the year ended March 31, 2017.

Exemptions on first time adoption of Ind-AS availed in accordance with Ind-AS 101, have been described below:

Exemptions availed on first time adoption of Ind-AS 101:

Ind-AS 101 allows certain optional exemptions and mandatory exemptions on first time adoption of Ind-AS from the retrospective application of certain provisions of Ind-AS. The Company has accordingly applied the following exemptions:

A. Ind AS optional exemptions:

- Property, Plant and Equipment and Intangible Assets

Ind-AS 101 permits, a first time adopter to elect to continue with the carrying values for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind-AS 38 and Investment properties covered by Ind-AS 40.

Accordingly, the Company has elected to measure all of its Property, Plant and Equipment, Investment Properties and Intangible Assets at their previous GAAP carrying value.

- Leases

Appendix C to Ind-AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind-AS 17, this assessment should be carried out at the inception of the contract or arrangement. Ind-AS 101 allows a first-time adopter to determine whether an arrangement existing at the date of transition to Ind-AS contains a lease on the basis of facts and circumstances existing at that date, except where the effect is expected to be not material.

The Company has elected to apply this exemption for such contracts/arrangements.

B. Ind AS mandatory exceptions:

- Estimates

An entity''s estimates in accordance with Ind-AS at the date of transition to Ind-AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is an objective evidence that those estimates were in error.

Ind-AS estimates at April 1, 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP.

- Classification and measurement of financial assets

Ind-AS 101 requires an entity to assess classification and measurement of financial assets (investment in debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind-AS.

The following reconciliations provides the effect of transition to Ind-AS from IGAAP in accordance with Ind-AS 101:

A. Equity as at beginning of April 1, 2016 and as at March 31, 2017

B. Net profit for the year ended March 31, 2017

C. Reconciliation of Equity as reported under previous GAAP

FOOT NOTES :

1. Investment Property :

Under Indian GAAP, Investment property is investment in offices that are not intended to be occupied substantially for use by, or in the operations of, the investing enterprise. Under Ind-AS, Investment property is land or buildings(or part thereof) or both held (whether by owner or by a lessee under finance lease to earn rentals or earn capital appreciation or both. Accordingly, Property, plant & equipment amounting to Rs. 233.91 lakhs as on March 31, 2017 (Rs. 36.68 lakhs as on April 1, 2016) have been reclassified as Investment Property.

2. Investments in Mutual Fund & Equity Shares :

Under Indian GAAP, Non-current investments and current investments in equity instruments were measured at cost less permanent diminution in value. Under Ind AS, these financial assets have been classified at FVTPL on the date of transition to Ind AS. The fair value changes are recognized in profit or loss . On transitioning to Ind AS, these financial assets have been measured at their fair values which is higher than cost as per previous GAAP. The corresponding deferred taxes have also been recognized as at March 31, 2017 and as at April 1, 2016. The effect of this change is an increase in total equity as at March 31, 2017 of Rs. 8.76 lakhs (Rs. 69.40 lakh as at April 1, 2016), decrease in profit before tax of Rs. 60.62 lakh for year ending March 31, 2017.

3. Borrowings (Non- Current) :

Under Indian GAAP, Long term borrowings were recognized on undiscounted basis. Ind AS requires such liabilities to be recognized at present value (discounted value) where the effect of time value of money is material i.e at amortized cost. This led to a increase in the total equity as at March 31, 2017 of Rs. 32.28 lakhs (Rs. 63.46 Lakhs as on April 1, 2016 which was adjusted against Borrowings (Non current). Ind AS also provides that where discounting is used, the carrying amount of the liability increases in each period to reflect the passage of time. This increase is recognized as finance cost. The interest cost on unwinding of discount and impact of change in discount rate are recognized in the Statement of Profit and Loss under ''Finance costs'', leading to decrease in profit before tax for the year ended March 31, 2017 of Rs. 31.18 lakhs .The corresponding deferred taxes have also been recognized as at March 31, 2017 and as at April 1, 2016.

4. Deferred tax :

Under Indian GAAP, deferred taxes are computed for the timing differences in respect of recognition of items of profit or loss for the purpose of financials reporting and for income taxes. Under Ind AS, deferred taxes are computed for the temporary differences between carrying amount of an asset or liability in the statement of financial position and its tax base. On the date of transition deferred taxes have been calculated as per the approch defined as per Ind AS on financial position as per Ind AS and accordingly difference has been accounted and statement of financial position, profit and loss account and other comprehensive income. The effect of this change is an decrease in total equity as at March 31, 2017 of Rs. 13.22 lakhs (Rs 37.69 lakhs as at April 1, 2016), and increase in profit after tax Rs 24.47 for the year ended March 31, 2017.

5. Proposed Dividend :

Under Indian GAAP, dividends on equity shares recommended by the board of directors after the end of the reporting period but before the financial statements were approved for issue were recognized in the financial statements as a liability. Under Ind AS, such dividends are recognized when declared by the members in a general meeting. The effect of this change is an increase in total equity as at March 31, 2017 of Rs. 958.40 lakh (Rs. 472.54 lakh as at April 1, 2016), but does not affect profit before tax and total profit for the year ended March 31, 2017.

6. Employee benefit expense (Actuarial Gain & Loss) :

Under Indian GAAP, actuarial gains and losses were recognized in profit or loss. Under Ind AS, the actuarial gains and losses form part of remeasurement of the net defined benefit liability / asset which is recognized in other comprehensive income. Consequently, the tax effect of the same has also been recognized in other comprehensive income under Ind AS instead of profit or loss. The actuarial gains / (loss) for the year ended March 31, 2017 were Rs. (6.79) lakh and the tax effect thereon Rs. 2.35 lakh. This change does not affect total equity, but there is a increase in profit before tax of Rs. 4.44 lakh for the year ended March 31, 2017.

7. Other expenses( Amalgamation Expenses) :

Under Indian GAAP, expenses incurred on amalgamation were to be written off in 5 consecutive years starting from year of incurring the expenditure. Under Ind AS, expenses related to amalgamation are to be expensed out in the year in which expense is incurred. The effect of this change is an decrease in profit before tax as at March 31, 2017 of Rs. 11.30 lakhs.

8. Other comprehensive income (OCI)

Concept of other comprehensive income did not exist under Indian GAAP. Under Ind-AS, all items of income and expenses recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income or expenses that are not recognised in profit or loss but are shown in the statement of profit and loss as ''Other comprehensive income'' includes remeasurement of defined employee benefits plans. The amount related to remeasurement of defined employee benefit plan of INR 6.79 lakhs and tax effect of INR 2.35 lakhs is presented as part of OCI during the financial year 2016-17.

9. Statement of Cash Flows :

The Transition from Indian GAAP to Ind AS has not had a material impact on the statement of cash flows.

Note 7: Previous Year’s Figures

The financial statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and polices to the extent applicable. The Company has adopted Ind-AS on April 1, 2017 with the transition date as April 1, 2016, and adoption was carried out in accordance with Ind-AS 101 - First Time Adoption of Indian Accounting Standards. The previous period''s figures have been regrouped or rearranged wherever necessary.

The accompanying notes are an integral part of these financial statements.

---

Mar 31, 2016

Notes: (i) Rights of Equity Shareholders

The Company has only one class of Equity Shares having par value of ''10/- each. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amount to various stakeholders of the company.

Notes 1. Contingent Liabilities And Commitments

1 Contingent Liabilities (to the extent not provided for)

i) Letters of Credit Outstanding amounts to Rs.213.54 Lakhs (P.Y. Rs.488.70 Lakhs)

ii) Bank Guarantees Outstanding amounts to Rs.12 Crores

iii) Sales Tax Dispute :

a The Sales Tax Officer, Mazgaon had raised a demand of Rs.1.48 Lakhs while completing the assessment for the Financial Year 2006-07. The company has filed an appeal before the Deputy Commissioner of Sales Tax (Appeals) against the order.

b The Asst. Commissioner of Sales Tax, Mazgaon had raised a demand of Rs.2.37 Lakhs while completing the assessment for the Financial Year 2008-09. The company has filed an appeal before the Deputy Commissioner of Sales Tax (Appeals) against the order.

c The Sales Tax Officer, Mazgaon had raised a demand of Rs.1.40 Lakhs while completing the assessment for the Financial Year 2010-11. The company has filed an appeal before the Deputy Commissioner of Sales Tax (Appeals) against the order.

d The Sales Tax Officer, Vapi had raised a demand of Rs.8.81 Lakhs While completing the assessment of the Financial Year 2008-09. The company has filed an appeal before the Gujarat Value Added Tax Tribunal,Ahmedabad (Appeal) against the order.

2 Capital Commitments

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

-30 MW Solar Power Plant at Kombhalne, Ahmednagar

1) Land (net of advances) - Rs.2.47 Crores

2) Solar Photovoltaic Plant Cost (including Modules) - Amount Unascertainable

Notes 3 Segment Information

The Company has identified business segments as its primary segment and geographic segments as its secondary segment. The Company is engaged in two segment i.e. manufacturing and Trading in Chemicals and dyes and Dyes intermediates and generation and distribution of solar power. Geographical revenues are allocated based on the location of the customer. Geographic segments of the Company are China,Indonesia,Tiwan,Thailand,Europe, Africa and Others.

Note 4 (b) Defined benefit plan

The employee''s gratuity fund scheme managed by Life Insurance Corporation of India is a defined plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes 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.

Notes

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

During the year there was a change in the gratuity liability of the company, leading to revision in the opening balance of the defined benefit obligation.

Notes 5 Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

During the year the company has transferred the unclaimed dividend for the year 2007-08 amounting to Rs.2,93,976/to the Investor Education and Protection Fund.

Notes 6 Impairment Of Assets

No material Impairment of Assets has been identified by the Company and as such no provision is required as per Accounting Standards (AS 28) issued by the Institute of Chartered Accountants of India.

Notes 7 Previous Year Figures

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

---

Mar 31, 2013

1 Corporate information

The main business is manufacturing and sale of chemicals and dyes ,Dye intermidiate required for Dye manufacturer. The Company is also engaged in merchant export of related item.

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

The management is currently in the process of indentifying enterprises which have been provided goods and services to the company which qualify under the definition of Medium and Small Enterprises as defined under Micro, Small and Medium Enterprises, Development Act, 2006. Accordingly the disclosurs in the respect of amount payable to such Micro, Small, and Medium Enterprises as at March 31, 2012 has not been made in the financial statements, However, in view of the Management impact of the interest, if any, that may be payable in accordance with the Act is not expected to be material.

Note 3 Disclosures under Accounting Standards Note 23.1 (a) Defined Contribtion Plan

Note 3.1 (a) Defined benefit plan

The employee''s gratuity fund scheme managed by Life Insurance Corporation of India is a defined plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes 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.

3.2 Segment information

The Company has identified business segments as its primary segment and geographic segments as its secondary segment. The Company is engaged in one segment i.e. manufacturing and Trading in Chemicals and dyes and Dyes intermediates.. Geographical revenues are allocated based on the location of the customer. Geographic segments of the Company are Africa and Others.

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

---

Mar 31, 2012

1 Corporate information

The main business is manufacturing and sale of chemicals and dyes, Dye intermediate required for Dye manufacturer. The Company is also engaged in merchant export of related item

(I) Rights of Equity Shareholders

The Company has only one class of Equity Shares having par value of Rs.10/- each. Each holder of equity shares is entitled to one vote per share. in the event of liquidation of the Company, the holder of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amount to various stakeholders of the company.

2.1 Monies received against share warrants

During the C.Y., the company has allotted 45,00,000 (Fourty Five Lacs) equity shares on preferential basis of Face Value of Rs 10/- each at an exercise price of Rs 30/- (Including Premium).

As at 31 March, 2012 As at 31 March, 2011

2.2 Contingent liabilities and commitments (to the extent not provided for)

(i) Commitments

(a) Income Tax Disputes 18.92 18.92

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

The management is currently in the process of indentifying enterprises which have been provided goods and services to the company which qualify under the definition of Medium and Small Enterprises as defined under Micro, Small and Medium Enterprises, Development Act; 2006. Accordingly the disclosurs in the respect of amount payable to such Micro, Small, and Medium Enterprises as at March 31, 2012 has not been made in the financial statements, However, in view of the Management impact of the interest, if any, that may be payable in accordance with the Act is not expected to be material.

Note 3.1 Defined benefit plan

The employee's gratuity fund scheme managed by Life Insurance Corporation of India is a defined plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes 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 estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

3.2 Segment information

The Company has identified business segments as its primary segment and geographic segments as its secondary segment. The Company is engaged in one segment i.e. manufacturing and Trading in Chemicals and dyes and Dyes intermediates. Geographical revenues are allocated based on the location of the customer. Geographic segments of the Company are Africa and Others.

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

---

Mar 31, 2011

1. Balances of sundry debtors, loans and advances and sundry creditors are subject to confirmation.

2. In the opinion of the Board of Directors of the Company the Current Assets, Loans and Advances have a value on realizations in the ordinary course of business, at least equal to the amounts at which they are stated and the provisions for all known liabilities are adequate and are not in excess of the amount reasonably necessary.

3. The disclosures required under accounting standard 15 "Employee Benefits" notified in the Companies (Accounting Standards) rules 2006, are given below:

4. Income Tax Assessments have been completed up to assessment year 2008-2009 pertaining to previous accounting year ended on 31.03.2008. The company does not foresee any Liabilities tor the uncompleted Assessments.

5. Sales Tax Assessments have been completed up to the Accounting year ended as on 31.03.2005 in respect of Mumbai Jurisdiction. Sales Tax Assessments have been completed upto accounting year ended as on 31.03.2007 in respect Vapi of Jurisdiction. The company does not foresee any Liabilities for the uncompleted Assessments.

6. The liability of Excise Duty on finished goods of Rs 16.77 Lacs (Previous Year 2.66 Lacs has been provided in the accounts and has been included in the valuations of the finished goods. This accounting treatment has no impact on the profit of the year.

7. Fixed Deposit Receipt with Banks Rs. 117.11 Lacs (Previous Years Rs. 157.38 Lacs) are pledged with bank for availing credit facilities and against L/C margin.

8. Small Scale Industries

The management is currently in the process ot identifying enterprises which have been provided goods and services to the company which qualify under the definition of Medium and Small Enterprises as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosures in respect of amount payable to such Micro, Small and Medium Enterprises as at March 31st 2011 has not been made in the financial statements. However, in view of the management, the impact of the interest, if, any, that may be payable in accordance with the provisions of the Act is not expected to be material.

9. Prior Period Adjustments

Considering the nature of the business, all the prior period adjustments, including those ascertained and determined during the year have been accounted for under the respective heads of accounts.

There are certain changes which have been effected in the accounting policy which result in appropriate presentation of financial statements, however it does not have any material impact in the current as well as in future periods.

10. With the consent and approval of the Company the Board had been authorized to allot on preferential basis upto 45,00,000 [Forty Five Lacs] Equity Shares of face value of Rs.10/- each at an exercise price of Rs.30/-(including Premium) which is not lower than the minimum price specified as per Chapter XIII of the SEBI (Disclosure & Investor Protection) Guidelines, 2000 and Chapter VII of the SEBI (Issue Of Capital And Disclosure Requirements) Regulations, 2009 and accordingly the application money of Rs. 787.50 lacs has been received.

---

Mar 31, 2010

A. NATURE OF OPERATIONS

Bhageria Dye Chem. Ltd., a public limited company operates as integrated chemical organizations with the business encomprising production & distribution of chemicals.

The company presently has manufacturing facilities in India. The companys major market is Asia & Europe. Europe is the largest market. The major product is Vinyl Sulphone.

1. The figures of the previous accounting period are re-grouped, re-classified wherever necessary.

2. Contingent liabilities: (Rs. in Lacs)

Sr. No Particulars Current Year Previous Year

a) Bank Guarantee & Import LVC 30.01 347.83

b) Disputed Income Tax Dues (Net) 91.86 91.86



3. Balances of sundry debtors, loans and advances, Deposits and sundry creditors are subject to confirmation.

4. In the opinion of the Board of Directors of the Company the Current Assets, Loans and Advances have a value on realizations in the ordinary course of business, at least equal to the amounts at which they are stated and the provisions for all known liabilities are adequate and are not in excess of the amount reasonably necessary.

5. During the current year, the Company has received Rs 57.27 Lacs as Grant under bi-lateral international agreement towards phasing out the consumption of carbon tetrachloride related to implementation of the Montreal Protocol. This amount is shown as Extraordinary income in the Profit & Loss Account. The Company has incurred an expense of Rs. 11.73 Lacs for obtaining the grant which is included in the Legal and Professional fees.

6. The disclosures required under accounting standard 15 "Employee Benefits" notified in the Companies (Accounting Standards) rules 2006, are given below:

7. Income Tax Assessments have been completed up to assessment year 2007-2008 pertaining to previous accounting year ended on 31.03.2007. The company does not foresee any Liabilities for the uncompleted Assessments.

8. Sales Tax Assessments have been completed up to the Accounting year ended as on 31.03.2005 in respect of Mumbai Jurisdiction. Sales Tax Assessments have been completed upto accounting year ended as on 31.03.2006 in respect of Vapi (Gujarat) The company does not foresee any Liabilities for the uncompleted Assessments.

9. The liability of Excise Duty on finished goods of Rs 2.66 Lacs (Previous Year 2.47 Lacs) has been provided in the accounts and has been included in the valuations of the finished goods. This accounting treatment has no impact on the profit of the year.

10. Fixed Deposit Receipt with Banks Rs. 90.34 Lacs (Previous Years Rs. 678.23 Lacs) are pledged with bank for availing credit facilities and against L/C margin.

11. As required by Accounting Standard AS-18 "Related Parties Disclosure" issued by The Institute of Chartered Accountants of India is as follow:

Companys related parties

Key Managerial Personnel Shri. Suresh Bhageria Shri. Vinod Bhageria

Other Directors

Shri. O.P. Bubna

Dr. Shyam Agrawal

Shri. P.S. Dalvi

Shri. S. P. Tulsian (up to 19.02.2010)

12. Segmental Reporting as per AS-17

Primary Segment

The company is engaged in one segment i.e. manufacturing and trading in chemicals and dyes & dyes intermediates.

13. Small Scale Industries

The management is currently in the process of identifying enterprises which have been provided goods and services to the company which qualify under the definition of Medium and Small Enterprises as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosures in respect of amount payable to such Micro, Small and Medium Enterprises as at March 31, 2010 has not been made in the financial statements. However, in view of the management, the impact of the interest, if, any, that may be payable in accordance with the provisions of the Act is not expected to be material.

14. Prior Period Adjustments

Considering the nature of the business, all the prior period adjustments, including those ascertained and determined during the year have been accounted for under the respective heads of accounts.

There are certain changes which have been effected in the accounting policy which result in appropriate presentation of financial statements, however it does not have any material impact in the current as well as in future periods.