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Notes to Accounts of Gujarat Fluorochemicals Ltd.

Mar 31, 2023

7.1 Fair Value of Investment Properties

Fair valuation of Investment Properties as at 31st March, 2023 and 31st March, 2022 has been arrived at on the basis of valuation carried out by an independent valuer not related to the Company. The valuer is registered with the authority which governs the valuers in India, and in the opinion of management he has appropriate qualifications and recent experience in the valuation of properties. For all Investment properties, fair value was determined based on the capitalisation of net income method where the market rentals of all lettable units of the properties are assessed by reference to the rentals achieved in the lettable units as well as other lettings of similar properties in the neighbourhood. The capitalisation rate adopted are made by reference to the yield rates observed by the valuers for similar properties in the locality and adjusted based on the valuer’s knowledge of the factors specific to the respective properties. Thus, the significant unobservable inputs are as follows:

1. Monthly market rent, taking into account the difference in location, and individual factors, such as frontage and size, between the comparable and the property; and

2. Capitalisation rate, taking into account the capitalisation of rental income potential, nature of the property, and prevailing market condition.

17.2 Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares having par value of '' 1 per share. Each shareholder is eligible for one vote per share held and entitled to receive dividend as declared from time to time. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, in proportion of their shareholding.

17.3 During the year, the Company has paid '' 2 per equity share as final dividend for the year ended 31st March, 2022 aggregating to '' 2,197.00 Lakhs and '' 2 per equity share as interim dividend aggregating to '' 2,197.00 Lakhs. In the preceding year, the Company had paid '' 2 per equity share as an interim dividend for the year ended 31st March, 2022 aggregating to '' 2,197.00 Lakhs.

The Board of Directors at its meeting held on 5th May, 2023 have recommended payment of final dividend of '' 2 per equity share for the financial year ended 31st March, 2023 aggregating to '' 2,197.00 Lakhs. The above is subject to approval at the ensuing Annual General Meeting of the Company and is not recognised as a liability.

The cash flow hedge reserve represented the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments designated as cash flow hedge. The cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated under the heading of cash flow hedge reserve will be reclassified to profit or loss when the hedged transaction affects the profit or loss, included as a basis adjustment to the non -financial hedged item, or when it becomes ineffective.

a) The term loan is secured by way of first and exclusive charge by way of hypothecation of movable fixed assets pertaining to Chloralkali Plant at Plot No 12A, GIDC Estate, Village-Dahej, Taluka-Vagra, District-Bharuch, Gujarat.

b) The vehicle loans are secured by way of hypothecation of vehicles.

c) The term loan is secured by way of exclusive charge on specific movable fixed assets of the Company located at Dahej pertaining to CMS, CACL2 & TFE Plant located at 12A, GIDC Dahej Industrial Estate, Taluka - Vagra, District - Bharuch - 392130, Gujarat.

d) The term loan is secured by way of first pari passu charge on specific movable fixed assets of the Company located at Dahej pertaining to CMS, CACL2 & TFE Plant located at 12/A, GIDC Dahej Industrial Estate, Taluka -Vagra, District - Bharuch - 392130, Gujarat.

e) The redeemable non-convertible debentures are secured by way of an exclusive first Charge by hypothecation of movable assets 14 MW Wind Power Project at Mahidad and AHF & HCFC plant located at Survey No 16/3, 26 & 27, Village - Ranjitnagar 389380, Taluka - Ghoghamba, District - Panchmahal, Gujarat. The carrying value of the assets hypothecated is '' 8,801.31 Lakhs as at 31st March, 2023.

f) The term loans were secured by way of exclusive charge on specific movable fixed assets of the Company located at Dahej pertaining to CMS, CACL2 & TFE Plant, DPTFE Plant and FKM Plant , CPU COAL BASED & CPU CCGT 4 & 5 Common Plant Utility located at 12/A, GIDC Dahej Industrial Estate, Taluka - Vagra, District - Bharuch -392130, Gujarat.

g) The foreign currency term loan was secured by way of an exclusive first ranking security interest/mortgage/ hypothecation on movable and immovable assets including cash flow receivables and escrow account of 14 MW Wind Power Project at Mahidad. Further, the lender has exclusive first charge on movable fixed assets of AHF & HCFC plant located at Survey No 16/3, 26 & 27, Village - Ranjitnagar 389380, Taluka - Ghoghamba, District -Panchmahal, Gujarat.

37. Contingent liabilities

('' in Lakhs)

Sr.

No.

Particulars

As at

31st March, 2023

As at

31 st March, 2022

a

In respect of Income Tax matters -

i)

Demand on account of additions made in assessment order for A.Y. 201718 on benchmarking of corporate guarantee, benchmarking on margin on sale of goods, disallowance of deduction u/s 80-IA, etc.

1,819.19

1,819.19

")

Demand on account of additions made in assessment order for A.Y. 201819 on benchmarking of investment in foreign subsidiaries, disallowance of deduction u/s 80-IA, etc.

2,192.19

in)

Penalty u/s 271AA(1) for failure to keep / maintain information and documents in respect of international transactions for A.Y. 2018-19.

1,464.82

-

iv)

Demand on account of addition made in assessment order for A.Y. 201516 on depreciation charged at higher rate on windmills.

-

26.83

Total of Income tax matters

5,476.20

1,846.02

b

In respect of Excise Duty matters -

i)

Dispute for which the Company has received various show cause notices regarding input credit on certain items and freight charges recovered from buyers for supply of goods at buyers’ premises. The Company has filed the replies.

930.88

930.88

ii)

Demands on account of CENVAT credit availed on certain items, levy of excise duty on freight recovered from customers and credit transfer to Dahej Unit on inter unit transactions. The Company has filed appeals before CESTAT.

2,669.32

2,682.06

Total of Excise Duty matters

3,600.20

3,612.94

c

In respect of Custom Duty matters -

i)

Demands for which the Company had received show cause notices regarding inadmissible EPCG benefit on consumables imported. The Company has filed replies in this regard.

11.82

11.82

ii)

Demands on account of differential custom duty on imported material on high seas basis. The Company has filed appeals before CESTAT and the matters are pending.

1,372.12

1,372.12

iii)

Demand due to failure to produce/late submission of Export obligation certificates. Matter is pending before Deputy Commissioner of Customs for examining the export obligation discharge certificate submitted.

1,240.12

iv)

Demands for which the Company had received show cause notice for wrong classification for import of flanges (part of wind operated electricity generator). The Company has filed reply in this regard.

55.63

Total of Custom Duty matters

2,679.69

1,383.94

d

In respect of Sales Tax matters -

i)

Demands under VAT on account of disallowance of proportionate Input tax credit on Capital Goods.

6.00

6.00

ii)

Demands under CST on account of disallowance of proportionate Input tax credit on Capital Goods.

49.33

49.33

iii)

Demands under CST on account of non-submission of form C.

57.56

64.20

The Company has filed appeals before appropriate appellate authorities against the said orders.

Total of Sales Tax matters

112.89

119.53

e

In respect of GST matters

i)

Show cause notice for short payment of GST. 23.43

-

ii)

Show cause notice for penalty for short payment of GST on import services.

16.96

-

Total of GST matters

40.39

-

Total Contingent Liability in respect of taxation matters

11,909.37

6,962.43

('' in Lakhs)

Sr.

No.

Particulars

As at

31st March, 2023

As at

31 st March, 2022

f

In respect of Other matters

i)

Details of corporate guarantees given to banks and financial institutions for loans taken by a subsidiary, step down subsidiary and fellow subsidiaries and working capital facilities of the Company used by fellow subsidiaries.

1,76,943.22

1,84,239.66

Total Contingent Liability in respect of Other matters

1,76,943.22

1,84,239.66

Notes:

1 In respect of above Excise duty, Custom duty and Sales tax matters, the Company has paid an amount of '' 263.31 Lakhs (as at 31st March, 2022: '' 163.45 Lakhs) and not charged to Statement of Profit and Loss.

2 In respect of above matters, no additional provision is considered necessary as the Company expects favourable outcome. Further it is not possible for the Company to estimate the timing and amounts of further cash outflows, if any, in respect of these matters.

3 The Code on Social Security, 2020 has been notified in the Official Gazette on 29th September, 2020, which could impact the contributions by the Company towards certain employment benefits. However, the date from which the Code will come into effect has not been notified. The Company will assess and give appropriate impact in the financial statements in the period in which the Code comes into effect.

38. Capital commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) '' 56,321.06 Lakhs (as at 31st March, 2022: '' 17,721.71 Lakhs).

39. Segment information

Information reported to the Chief Operating Decision Maker (CODM) for the purpose of resource allocation and assessment of segment performance focuses on single business segment of ''Chemicals’ comprising of Bulk Chemicals, Fluorochemicals & Fluoropolymer. Electricity generated by captive power plant is consumed in chemical business and not sold outside. Hence, the Company is having only one reportable business segment under Ind AS 108 on "Operating segment". The information is further analysed based on the different classes of products.

B. Company as a lessor

a) Operating Lease for Investment Property :

Operating leases relate to investment property transferred and vested with the Company pursuant to demerger, with lease terms between 11 to 60 months and are usually renewable by mutual consent. All operating lease contracts contain market review clauses in the event that the lessee exercises its option to renew. Lessee does not have an option to purchase the property at the expiry of the lease period.

43. Employee benefits(a) Defined Contribution Plans:

The Company contributes to the Government managed provident & pension fund for all qualifying employees. Contribution to Provident fund of '' 1,154.53 Lakhs (as at 31st March, 2022: '' 999.31 Lakhs) is recognised as an expense and included in ''Contribution to Provident & Other funds’ in the Statement of Profit and Loss and '' 187.43 Lakhs (as at 31st March, 2022: '' 59.79 Lakhs) is included in pre-operative expenses.

(b) Defined Benefit Plans:

The Company has defined benefit plan for payment of gratuity to all qualifying employees. It is governed by the payment of Gratuity Act, 1972. Under this Act, an employee who has completed five years of service is entitled to the specified benefit. The level of benefits provided depends on the employee’s length of services and salary at retirement age. The Company’s defined benefit plan is unfunded. There are no other post retirement benefits provided by the Company.

The most recent actuarial valuation of the present value of the defined benefit obligation was carried out as at 31st March, 2023 by Mr. Charan Gupta, fellow member of the Institute of the Actuaries of India. The present value of the defined benefit obligation, the related current service cost and past service cost, were measured using the projected unit credit method.

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

This plan typically expose the Company to actuarial risks such as interest rate risk and salary risk

a) Interest risk: a decrease in the bond interest rate will increase the plan liability.

b) Salary risk: the present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, a variation in the expected rate of salary increase of the plan participants will change the plan liability.

(iv) Sensitivity Analysis

Significant actuarial assumptions for the determination of defined obligation are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumption would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, 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 liability recognised in the balance sheet.

(c) Other short term and long term employment benefits:Annual leave and short term leave

The liability towards compensated absences (annual and short term leave) for the year ended 31st March, 2023 based on actuarial valuation carried out by using Projected unit credit method resulted in increase in liability by '' 282.78 Lakhs (as at 31st March, 2022: '' 114.20 Lakhs), which is included in the employee benefits in the Statement of Profit and Loss.

44. Financial instruments44.1 Capital management

The Company manages its capital structure with a view that it will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.

The capital structure of the Company consists of net debt and total equity of the Company. The Company is not subject to any externally imposed capital requirement. The Company has complied with the financial covenants in respect of its borrowings.

The Company’s risk management committee reviews the capital structure of the Company. As part of this review, the committee considers the cost of capital and risk associated with each class of capital.

1) Debt is defined as non-current borrowings, current borrowings, current maturities of non-current borrowings and interest accrued thereon (Note 19 and 23), and excludes lease liability.

2) Cash and bank balances include cash & cash equivalents (Note 15) and other bank balances (Note 16) (excluding margin money deposits & fixed deposits kept as security and balance in interim dividend payable account and unclaimed dividend account).

The Company’s financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, trade receivables and other receivables and financial liabilities comprise mainly of borrowings, trade payables, other payables and lease liabilities.

The Company’s corporate finance function provides services to the business, coordinates access to financial market, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyse exposures by degree and magnitude of the risk. 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 currency and interest rate risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Company’s risk management policies approved by the Board of Directors of the Company, which provide written principles on foreign exchange risk, interest

rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments and the investment of the excess liquidity. Compliance with policies and exposure limits is reviewed internally on a continuous basis. The Company doesn’t enter into or trade financial instruments including derivative financial instruments for speculative purpose. The Board of Directors of the Company has taken all necessary actions to mitigate the financial risks identified on the basis of information and situation present.

44.4 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 three types of risks : interest rate risk, currency risk and other price risk. The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. Financial instruments affected by market risk include borrowings, investments, trade payables, trade receivables and derivative financial instruments.

44.5 Foreign Currency Risk Management

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign exchange rates. The Company is subject to the risk that changes in foreign currency values impact the Company’s export revenues, imports of material/capital goods, services/royalty and borrowings etc. Exchange rate exposures are managed within approved policy parameters by entering into foreign currency forward contracts, options and swaps.

Foreign exchange transactions are covered within limits placed on the amount of uncovered exposure, if any, at any point in time. The aim of the Company’s approach to management of currency risk is to leave the Company with minimised residual risk.

44.5.1 Foreign Currency Sensitivity Analysis

The Company is mainly exposed to foreign exchange risk arising from currency exposures, with respect to US Dollar and Euro.

The following table details the Company’s sensitivity to a 10% increase and decrease in '' against the relevant foreign currencies. 10% 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. The sensitivity analysis includes unhedged external borrowings, payables, receivables and loans in currency other than the functional currency of the Company.

A 10% strengthening of the '' against key currencies to which the Company is exposed (net of hedge) would have led to additional impact in the Statement of Profit and Loss. A 10% weakening of the '' against these currencies would have led to an equal but opposite effect.

Interest rate risk refers to the possibility that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rate. The Company is exposed to interest rate risk through the impact of rate changes on interest-bearing liabilities. The Company manages its interest rate risk by monitoring the movements in the market interest rates closely. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied.

As per the Company’s risk management policy to minimise the interest rate cash flow risk on foreign currency longterm borrowings, interest rate swaps are taken for most of the borrowings to convert the variable interest rate risk into rupee fixed interest rate. As at the year end, there are no foreign currency long-term borrowings. Bank overdraft/cash credit facility and certain short-term rupee loans and short-term foreign currency borrowings carry a floating rate of interest. The Company is exposed to interest rate risk mainly on account of its non-current borrowings, which have both fixed and floating interest rates. The financial assets i.e., bank fixed deposits are at a fixed rate of interest.

44.6.1 Interest Rate Sensitivity Analysis

The sensitivity analysis below have been determined based on the exposure to floating interest rates for noncurrent borrowings at the end of the reporting period and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. For floating rate borrowings, a 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management''s assessment of the reasonably possible change in interest rates.

I f interest rates had been 50 basis points higher or lower and all other variables were held constant, the Company''s profit/loss for the year ended 31st March, 2023 would decrease/increase by '' 51.62 Lakhs (net of tax) (for the year ended 31st March, 2022, decrease /increase by '' 191.11 Lakhs (net of tax)). This is mainly attributable to the Company''s exposure to interest rates on its floating rate borrowings.

44.6.2 Interest Rate Swap Contracts

Under interest rate swap contracts, the Company agrees to exchange the difference between fixed and floating rate interest amounts calculated on agreed notional principal amounts. Such contracts enable the Company to mitigate the risk of changing interest rates. The fair value of interest rate swaps at the end of the reporting period is determined by discounting the future cash flows using the curves at the end of the reporting period and the credit risk inherent in the contract, and is disclosed below. The average interest rate is based on the outstanding balances at the end of the reporting period.

The interest rate swaps settle on quarterly basis. The floating rate on the interest rate swaps is the local interbank rate of India.

All interest rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are designated as cash flow hedges in order to reduce the Company''s cash flow exposures resulting from variable interest rates on borrowing. The interest rate swaps and the interest payments on the loan occur simultaneously and the amount accumulated in equity is reclassified to profit or loss over the period that floating rate interest payments on debt affect profit or loss.

The line-items in the standalone financial statements that include the above hedging instruments are "Other financial assets "and "Other financial liabilities".

44.7 Other price risks

Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. Other price risk arises from financial assets such as investments in quoted equity instruments and mutual funds. The Company does not have any quoted equity instrument and mutual funds as at end of the reporting period. Further, equity investments in subsidiaries and joint venture are held for strategic rather than trading purposes and the Company does not actively trade these investments. Thus, the exposure to risk of changes in market rate is minimal.

44.8 Credit Risk Management

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk arises primarily from financial assets such as trade receivables, balances with banks, loans and other receivables.

a) Trade receivables

Credit risk arising from trade receivables is managed in accordance with the Company’s established policy, procedures and control relating to customer credit risk management. The average credit period on sales of products is less than 90 days. The concentration of credit risk is limited due to the fact that the customer base is large and diverse. There is no external customer representing more than 10% of the total balance of trade receivables. All trade receivables are reviewed and assessed for default on a quarterly basis.

b) Loans and other receivables

The Company applies Expected Credit Losses (ECL) model for measurement and recognition of loss allowance on the loans given by the Company to the external party. ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive (i.e., all cash shortfalls), discounted at the effective interest rate.

The Company determines if there has been a significant increase in credit risk of the financial asset since initial recognition. If the credit risk of such assets has not increased significantly, an amount equal to 12-month ECL is measured and recognised as loss allowance. However, if credit risk has increased significantly, an amount equal to lifetime ECL is measured and recognised as loss allowance.

12-month ECL are a portion of the lifetime ECL which result from default events that are possible within 12 months from the reporting date. Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial asset.

ECL are measured in a manner that they reflect unbiased and probability weighted amounts determined by a range of outcomes, taking into account the time value of money and other reasonable information available as a result of past events, current conditions and forecasts of future economic conditions.

ECL impairment loss allowance (or reversal) recognised during the period is recognised as expense/income in the Statement of Profit and Loss under the head ''Other expenses’/’Other income’.

c) Other financial assets

Credit risk arising from balances with banks is limited because the counterparties are banks.

Ultimate responsibility for liquidity risk management rests with the committee of Board of Directors for operations, which has established an appropriate liquidity risk management framework for the management of the Company’s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate 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.

44.10 Fair Value Measurements

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

The remuneration of directors and Key Management Personnel (KMP) is determined by the Nomination and Remuneration Committee having regard to the performance of individuals and market trends. As the liabilities for the defined benefit plans and other long term benefits are provided on actuarial basis for the Company, the amount pertaining to KMP are not included above. Contribution to Provident Fund (defined contribution plan) is '' 36.26 Lakhs (previous year '' 30.36 Lakhs) included in the amount of remuneration reported above.

Notes:

(a) Sales, purchases and service transactions with related parties are made at arm’s length price.

(b) Amounts outstanding are unsecured and will be settled in cash or receipts of goods and services.

(c) No expense has been recognised for the year ended 31st March, 2023 and 31st March, 2022 for bad or doubtful trade receivables in respect of amounts owed by related parties.

(d) During the previous year, the capital advance and interest thereon is transferred from Inox Green Energy Services Limited to Resco Global Wind Service Private Limited as a part of Business Transfer agreement.

(b) Disclosure required under section 186(4) of the Companies Act, 2013 A) In respect of related parties:

(i) The inter-corporate deposits outstanding Nil (31st March, 2022: '' 3,500 Lakhs) to GFCL EV Products Limited were unsecured and given for business purpose. The inter-corporate deposits was repayable at call and carried interest @ 7.50% p.a.

(ii) The inter-corporate deposits outstanding of '' 630 Lakhs (31st March, 2022: Nil) to GFCL Solar and Green Hydrogen Products Limited are unsecured and given for business purpose. The inter-corporate deposits are repayable after 2 years from date of deposit given and carry interest @ 7.50% p.a.

(iii) The inter-corporate deposits outstanding of '' 1,007.30 Lakhs (31st March, 2022: Nil) to Gujarat Fluorochemicals FZE are unsecured and given for business purpose. The inter-corporate deposits are repayable on demand and carry interest @ 7.00% p.a.

(iv) For details of Investments made - see Note 9

(v) For Corporate guarantees/securities given by the Company - see Note 45

48. On 16th December, 2021, there was a fire at the Company’s MPP Unit-2 plant at Ranjitnagar site in Gujarat. In this incident certain property, plant and equipment, inventory and other assets were damaged. The Company is adequately insured for the damaged facilities and also for loss of profits due to business interruption. The Company, on the basis of valid insurance contracts, had lodged claims with the Insurance Company. The survey and loss assessment by the insurance company is currently ongoing.

During the previous year ended 31st March, 2022, the Company had derecognised the net book value of the damaged assets (including property, plant and equipment and inventories) of '' 4,256.98 Lakhs and expenses/loss pertaining to this incident (including estimated compulsory deductible by Insurance Company) amounting to '' 720.67 Lakhs had been expensed out. The Company had also recognised '' 2,788.73 Lakhs towards loss of profits due to business interruption. During the year, out of the total insurance claim lodged of '' 7,021.30 Lakhs (net of compulsory and other deductibles), the Company has received interim payment of '' 1,897.67 Lakhs from the Insurance Company and the balance amount of '' 5,123.63 Lakhs is included in "Other current financial assets" in the balance sheet. Differences, if any, will be recognised upon the final settlement of such claim.

49. Assets held for sale

Asset held for sale is in respect of an office building, which is expected to be sold within the period of 12 months.

b) Details of benami property held

No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the Rules made thereunder.

c) Compliance with number of layers of companies

The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.

d) Compliance with approved Scheme(s) of Arrangements

There is no Scheme of Arrangements that has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

e) undisclosed income

There is no income surrendered or disclosed as income during the current or preceding year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961), that has not been recorded in the books of account.

f) Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in crypto currency or virtual currency during the financial year.

g) utilisation of Borrowed funds and share premium

The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person or entity, including foreign entities ("Intermediaries") with the understanding (whether recorded in writing or otherwise) that the Intermediary shall, whether, directly or indirectly lend or invest in other persons/ entities identified in any manner whatsoever by or on behalf of the Company (''ultimate beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries other than investments made aggregating to '' 2,055.39 Lakhs during the year (previous year '' 5,135.30 Lakhs) in Gujarat Fluorochemicals Singapore Pte. Limited, wholly-owned subsidiary, in the ordinary course of business and in keeping with the applicable regulatory requirements for onward funding to a step-down subsidiary of the Company, GFL GM Fluorspar SA (a wholly-owned subsidiary of Gujarat Fluorochemicals Singapore Pte. Limited), towards meeting its business requirements. Accordingly, no further disclosures in this regard, are required.

The Company has not received any fund from any person(s) or entity(ies), including foreign entities ("Funding Party"), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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 any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

h) In case of borrowings from banks or financial institutions

i) Utilisation of borrowed funds

At the balance sheet date, the Company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken.

ii) Security of current assets against borrowings

The Company does not have any borrowings from banks on the basis of security of current assets.

iii) Wilful defaulter

The Company is not declared wilful defaulter by any bank or financial institution or other lender.

iv) Registration of charges or satisfaction with Registrar of Companies

There are no charges or satisfaction of charges that are yet to be registered with Registrar of Companies beyond the statutory period.

i) Loans and advances granted to related party

The Company has not granted any loans or advances in the nature of loans without specifying any terms or period of repayment either severally or jointly with any other person. The Company has granted loans repayable on demand and the details are as under:


Mar 31, 2022

71 Fair Value of Investment Properties

Fair valuation of Investment Properties as at 31st March, 2022 and 31st March, 2021 have been arrived at on the basis of valuation carried out by an independent valuer, R.K Patel, who is a registered valuer as defined under Rule 2 of the Companies (Registered Valuers and Valuation) Rules, 2017 and is not related to the Company. In the opinion of management, he has appropriate qualifications and recent experience in the valuation of properties. For all investment properties, fair values have been determined based on the capitalised income projections, where the market rentals of all lettable units of the properties are assessed by reference to the rentals achieved in the lettable units as well as other lettings of similar properties in the neighbourhood. The capitalisation rate adopted is made by reference to the yield rates observed by the valuers for similar properties in the locality and adjusted based on the valuer''s knowledge of the factors specific to the respective properties. Thus, the significant unobservable inputs are as follows:

1. Monthly market rent, taking into account the difference in location, and individual factors, such as frontage and size, between the comparable and the property; and

2. Capitalisation rate adopted, taking into account the capitalisation of rental income potential, nature of the property, and prevailing market condition.

17.2 Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares having par value of C 1 per share. Each shareholder is eligible for one vote per share held and entitled to receive dividend as declared from time to time. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, in proportion of their shareholding.

17.3 During the year, the Company has paid C 2 per equity share as interim dividend for the year ended 31st March, 2022 aggregating to C 2,197.00 Lakhs.

The Board of Directors at its meeting held on 13th May, 2022 have recommended a payment of final dividend of C 2 per equity share for the financial year ended 31st March, 2022 aggregating to C 2,197.00 Lakhs. The above is subject to approval at the ensuing Annual General Meeting of the Company and is not recognised as a liability.

The cash flow hedge reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments designated as cash flow hedge. The cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated under the heading of cash flow hedge reserve will be reclassified to profit or loss when the hedged transaction affects the profit or loss, included as a basis adjustment to the non -financial hedged item, or when it becomes ineffective.

The tax rate used in the reconciliations above is the corporate tax rate of 25.168% payable under section 115BAA by corporate entities in India on taxable profits.

35.2 ''During the previous year, the Company had filed applications under Vivad se Vishwas Scheme in order to settle various income-tax matters for the assessment years 2007-08 to 2013-14, in respect of demerged Chemical Business Undertaking vested with the Company, which were being contested by the Income-tax Department before Hon''ble Supreme Court. The applications filed were accepted and accordingly the Company was required to pay 50% of disputed income-tax aggregating to C 2,944.18 Lakhs in respect of these years. The total impact of the settlement of C 68,974.22 Lakhs (mainly on account of reduction in MAT credit entitlement) was recognized and included in ''taxation pertaining to earlier years''.

Consequent to settlement of above income-tax matters and reversal of MAT credits, the Company has exercised the option under section 115BAA of the Income-tax Act, 1961 from the year ended 31st March, 2021 and thus, applicable tax rate for the Company is 25.168% as against the earlier rate of 34.944%. Accordingly, the net deferred tax liability as on 1st April, 2020 was also re-measured and the reduction of C 10,675.28 Lakhs in the deferred tax liability was recognized during the year ended 31st March, 2021.

a) The foreign currency term loan is secured by way of an exclusive first ranking security interest/mortgage/hypothecation on movable and immovable assets including cash flow receivables and escrow account of 14 MW Wind Power Project at Mahidad. Further, the lender has exclusive first charge on movable fixed assets of AHF & HCFC plant located at Survey No 16/3, 26 & 27, Village Ranjitnagar 389380, Taluka Ghoghamba, District Panchmahal, Gujarat.

b) The term loan is secured by way of first and exclusive charge by way of hypothecation of movable fixed assets pertaining to Chloralkali Plant at Plot No 12A, GIDC Estate, Village-Dahej, Taluka-Vagra, District-Bharuch, Gujarat.

36.1 Nature of securities and terms of repayment of secured term loans are as under

c) The vehicle loans are secured by way of hypothecation of vehicles.

d) The term loans are secured by way of exclusive charge on specific movable fixed assets of the Company located at Dahej pertaining to CMS, CACL2 & TFE Plant, DPTFE Plant and FKM Plant , CPU COAL BASED & CPU CCGT 4 & 5 Common Plant Utility located at 12A, GIDC Estate, Village - Dahej, Taluka - Vagra, District - Bharuch, Gujarat.

e) The working capital term loan was secured by way of first charge of hypothecation of movable fixed assets pertaining to A & H Plant at Plot No 12A, GIDC Estate, Village-Dahej, Taluka-Vagra, District-Bharuch, Gujarat.

37. Contingent Liabilities

(H in Lakhs)

Sr.

No.

Particulars

As at

31st March, 2022

As at

31st March, 2021

a

In respect of Income Tax matters -

i)

Demand on account of Addition made in assessment order for A.Y.2017-18 on Benchmarking of corporate guarantee, Benchmarking on Margin on sale of goods, Disallowance of deduction u/s 80-IA, etc.

1,819.19

ii)

Demand on account of addition made in assessment order for A.Y. 2015-16 on depreciation charged at higher rate on windmills. The Company has filed appeal before CIT(A), Vadodara.

26.83

Total of Income Tax Matters

1,846.02

-

b

In respect of Excise Duty matters -

i)

Dispute for which the Company has received various show cause notices regarding input credit on certain items and freight charges recovered from buyers for supply of goods at buyers'' premises. The Company has filed the replies or is in the process of filing replies.

930.88

930.88

ii)

Demands on account of Cenvat credit availed on certain items, levy of excise duty on freight recovered from customers and credit transfer to Dahej Unit on inter unit transactions. The Company has filed appeals before CESTAT.

2,682.06

2,682.06

Total of Excise Duty Matters

3,612.94

3,612.94

c

In respect of Custom duty matters -

i)

Demands for which the Company had received show cause notices regarding inadmissible EPCG benefit on consumables imported. The Company has filed replies in this regard.

11.82

11.82

ii)

Demands on account of differential custom duty on imported material on high seas basis. The Company has filed appeals before CESTAT and the matters are pending.

1,372.12

1,372.12

Total of Custom Duty Matters

1,383.94

1,383.94

d

In respect of Sales Tax Matters -

i)

Demands under VAT on account of disallowance of proportionate Input tax credit on Capital Goods.

6.00

6.00

ii)

Demands under CST on account of disallowance of proportionate Input tax credit on Capital Goods.

49.33

49.33

iii)

Demands under CST on account of non-submission of C forms.

64.20

52.87

The Company has filed appeals before appropriate appellate authorities against the said orders.

Total of Sales Tax Matters

119.53

108.20

Total Contingent Liability in respect of Taxation Matters

6,962.43

5,105.08

e

In respect of Other Matters

i)

Details of corporate guarantees/securities given to banks and financial institutions for loans taken by a step down subsidiary and fellow subsidiaries, lien on investments of the Company and working capital facilities of the Company used by fellow subsidiaries.

1,84,239.66

1,27,244.00

Total Contingent Liability in respect of Other Matters

1,84,239.66

1,27,244.00

Notes:

1 In respect of above Excise duty, Custom duty and Sales tax matters, the Company has paid an amount of C 163.45 Lakhs (as at 31st March, 2021: C 156.81 Lakhs) and not charged to Statement of Profit and Loss.

2 In respect of above matters, no additional provision is considered necessary as the Company expects favorable outcome. Further it is not possible for the Company to estimate the timing and amounts of further cash outflows, if any, in respect of these matters.

3 The Code on Social Security 2020 has been notified in the Official Gazette on 29th September, 2020, which could impact the contributions by the Company towards certain employment benefits. However, the date from which the Code will come into effect has not been notified. The Company will assess and give appropriate impact in the financial statements in the period in which the Code comes into effect.

38. Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) C 17,721.71 Lakhs (as at 31st March, 2021: C 8,168.52 Lakhs).

39. Segment information

Information reported to the chief operating decision maker (CODM) for the purpose of resource allocation and assessment of segment performance focuses on single business segment of ''Chemicals'' comprising of Refrigeration gases, Caustic soda, Chloromethane, Polytetrafluoroethylene (PTFE), Fluoropolymers, Fluoromonomers, Specialty Fluorointermediates, Specialty Chemicals and allied activities. Electricity generated by captive power plant is consumed in chemical business and not sold outside. Hence the Company is having only one reportable business segment under Ind AS 108 on "Operating segment”. The information is further analysed based on the different classes of products.

B. Company as a lessor

Operating leases relate to investment properties transferred and vested with the Company pursuant to demerger, with lease terms between 11 to 60 months and are usually renewable by mutual consent. All operating lease contracts contain market review clauses in the event that the lessee exercises its option to renew. Lessee does not have an option to purchase the property at the expiry of the lease period.

43. Employee Benefits(a) Defined Contribution Plans

The Company contributes to the Government managed provident & pension fund for all qualifying employees. Contribution to Provident fund of C 999.31 Lakhs (as at 31st March, 2021: C 849.11 Lakhs) is recognized as an expense and included in ''Contribution to Provident & Other funds'' in the Statement of Profit and Loss and C 59.79 Lakhs (as at 31st March, 2021: Nil) is included in pre-operative expenses.

(b) Defined Benefit Plans

The Company has defined benefit plan for payment of gratuity to all qualifying employees. It is governed by the payment of Gratuity Act, 1972. Under this Act, an employee who has completed five years of service is entitled to the specified benefit. The level of benefits provided depends on the employee''s length of services and salary at retirement age. The Company''s defined benefit plan is unfunded. There are no other post retirement benefits provided by the Company.

The most recent actuarial valuation of the present value of the defined benefit obligation was carried out as at 31st March, 2022 by Mr. Charan Gupta, fellow member of the Institute of the Actuaries of India. The present value of the defined benefit obligation, the related current service cost and past service cost, were measured using the projected unit credit method.

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

This plan typically expose the company to actuarial risks such as interest rate risk and salary risk

a) Interest risk: a decrease in the bond interest rate will increase the plan liability.

b) Salary risk: the present value of the defined benefit plan liability is calculated by reference to the future salaries of plan

participants. As such, a variation in the expected rate of salary increase of the plan participants will change the plan

liability.

43. Employee Benefits (Contd.)

Furthermore, in presenting the above sensitivity analysis, 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 liability recognized in the balance sheet.

(c) Other short term and long term employment benefits

Annual leave and short term leave

The liability towards compensated absences (annual and short term leave) for the year ended 31st March, 2022 based on actuarial valuation carried out by using Projected unit credit method resulted in increase in liability by C 114.20 Lakhs (as at 31st March, 2021: C 70.21 Lakhs), which is included in the employee benefits in the Statement of Profit and Loss.

44. Financial instruments 44.1 Capital management

The Company manages its capital structure with a view that it will be able to continue as going concern white maximising the return to stakeholders through the optimization of the debt and equity balance.

The capital structure of the Company consists of net debt and total equity of the Company. The Company is not subject to any externally imposed capital requirement. The Company has complied with the financial covenants in respect of its borrowings.

The Company''s risk management committee reviews the capital structure of the Company. As part of this review, the committee considers the cost of capital and risk associated with each class of capital. The Company has a target gearing ratio of less than 100 % determined as the proportion of net debt to equity.

44.3 Financial risk management

The Company''s corporate finance function provides services to the business, coordinates access to financial market, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyse exposures by degree and magnitude of the risk. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Company seeks to minimize the effects of currency and interest rate risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Company''s policies approved by the Board of Directors of the Company, which provide written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments and the investment of the excess liquidity. Compliance with policies and exposure limits is reviewed internally on a continuous basis. The Company doesn''t enter into or trade financial instruments including derivative financial instruments for speculative purpose.

44.4 Market Risk

The Company''s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Company enters into the variety of derivative financial instruments to manage its exposure to foreign currency risk and interest rate risk including:

1. Interest rate swaps to mitigate the risk of rising interest rates

2. Principal only swaps, currency swaps, options and forwards contracts to mitigate foreign currency risk of foreign currency borrowings and receivables & payables in foreign currency.

44.5 Foreign Currency Risk Management

The Company is subject to the risk that changes in foreign currency values impact the Company''s export revenues, imports of material/capital goods, services/royalty and borrowings etc. Exchange rate exposures are managed within approved policy parameters by entering into foreign currency forward contracts, options and swaps.

Foreign exchange transactions are covered within limits placed on the amount of uncovered exposure, if any, at any point in time. The aim of the Company''s approach to management of currency risk is to leave the Company with minimised residual risk.

44.5.1 Foreign Currency Sensitivity Analysis

The Company is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to US Dollar and Euro.

The following table details the Company''s sensitivity to a 10% increase and decrease in INR against the relevant foreign currencies. 10% 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. The sensitivity analysis includes unhedged external loans, receivables and payables in currency other than the functional currency of the Company.

44.6 Interest Rate Risk Management

Interest rate risk refers to the possibility that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rate. The Company is exposed to interest rate risk because it borrows funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings, and by the use of interest rate swap contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied.

As per the Company''s risk management policy to minimize the interest rate cash flow risk on foreign currency long-term borrowings, interest rate swaps are taken for most of the borrowings to convert the variable interest rate risk into rupee fixed interest rate. Thus, there are no major interest rate risks associated with foreign currency long-term borrowings. The short-term foreign currency borrowings are at fixed rate of interest. Bank overdraft/cash credit facility and certain short-term rupee loans carry a variable rate of interest. The Company is exposed to interest rate risk mainly on account of its non-current borrowings, which have both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings. The financial assets i.e., bank fixed deposits are at a fixed rate of interest.

44.6.1 Interest Rate Sensitivity Analysis

The sensitivity analysis below has been determined based on the exposure to interest rates for floating rate non-current borrowings at the end of the reporting period. For floating rate borrowings, 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management''s assessment of the reasonably possible change in interest rates.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company''s profit/loss for the year ended 31st March, 2022 would decrease/increase by H 191.11 Lakhs (net of tax) (for the year ended 31st March, 2021, decrease /increase by H 8.56 Lakhs (net of tax)). This is mainly attributable to the Company''s exposure to interest rates on its variable rate borrowings.

44.6.2 Interest Rate Swap Contracts

Under interest rate swap contracts, the Company agrees to exchange the difference between fixed and floating rate interest amounts calculated on agreed notional principal amounts. Such contracts enable the Company to mitigate the risk of changing interest rates. The fair value of interest rate swaps at the end of the reporting period is determined by discounting the future cash flows using the curves at the end of the reporting period and the credit risk inherent in the contract, and is disclosed below. The average interest rate is based on the outstanding balances at the end of the reporting period.

The interest rate swaps settle on quarterly basis. The floating rate on the interest rate swaps is the local interbank rate of India.

All interest rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are designated as cash flow hedges in order to reduce the Company''s cash flow exposures resulting from variable interest rates on borrowing. The interest rate swaps and the interest payments on the loan occur simultaneously and the amount accumulated in equity is reclassified to profit or loss over the period that floating rate interest payments on debt affect profit or loss.

44. Financial instruments (Contd.)

The line-items in the standalone financial statements that include the above hedging instruments are “Other financial assets “and “Other financial liabilities”.

44.7 Other price risks

Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. Other price risk arises from financial assets such as investments in quoted equity instruments and mutual funds. The Company does not have any quoted equity instrument as at end of the reporting period. Further, equity investments in subsidiaries and joint venture are held for strategic rather than trading purposes and the Company does not actively trade these investments. In respect of debt mutual funds, the exposure to risk of changes in market rates is low since the underlying investments are debt instruments. Thus, the exposure to risk of changes in market rate is minimal.

44.8 Credit Risk Management

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk arises primarily from financial assets such as trade receivables, investment in mutual funds, derivative financial instruments, balances with banks, loans and other receivables.

a) Trade receivables

Credit risk arising from trade receivables is managed in accordance with the Company''s established policy, procedures and control relating to customer credit risk management. The average credit period on sales of products is less than 90 days. The concentration of credit risk is limited due to the fact that the customer base is large and diverse. There is no external customer representing more than 10% of the total balance of trade receivables. All trade receivables are reviewed and assessed for default on a quarterly basis.

b) Loans and other receivables

The Company applies Expected Credit Losses (ECL) model for measurement and recognition of loss allowance on the loans given by the Company to the external parties. ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive (i.e., all cash shortfalls), discounted at the effective interest rate.

The Company determines if there has been a significant increase in credit risk of the financial asset since initial recognition. If the credit risk of such assets has not increased significantly, an amount equal to 12-month ECL is measured and recognized as loss allowance. However, if credit risk has increased significantly, an amount equal to lifetime ECL is measured and recognized as loss allowance.

12-month ECL are a portion of the lifetime ECL which result from default events that are possible within 12 months from the reporting date. Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial asset.

ECL are measured in a manner that they reflect unbiased and probability weighted amounts determined by a range of outcomes, taking into account the time value of money and other reasonable information available as a result of past events, current conditions and forecasts of future economic conditions.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as expense/income in the Statement of Profit and Loss under the head ''Other expenses''/''Other income''.

c) Other financial assets

Credit risk arising from balances with banks, investment in mutual funds and derivative financial instruments is limited because the counterparties are banks and recognised financial institutions with high credit ratings assigned by the various credit rating agencies. There are no collaterals held against such investments.

44.9 Liquidity Risk Management

Ultimate responsibility for liquidity risk management rests with the committee of Board of Directors for operations, which has established an appropriate liquidity risk management framework for the management of the Company''s short, medium and longterm funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate 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.

48. On 16th December, 2021, there was a fire at the Company''s MPP Unit-2 plant at the Ranjitnagar site in Gujarat. In this incident, certain property, plant and equipment, inventory and other assets were damaged. The Company is adequately insured for the replacement value of the damaged facilities and also for loss of profits due to business interruption. The Company, on the basis of valid insurance contracts, has lodged initial claims with the insurance company in March 2022. The survey and loss assessment by the insurance company is currently ongoing.

The Company has derecognized the net book value of the assets (including property, plant and equipment and inventories) damaged of C 4,256.98 Lakhs and has also recognised C 2,788.73 Lakhs towards loss of profits due to business interruption. Expenses/loss pertaining to this incident (including estimated compulsory deductible by the insurance company) amounting to C 720.67 Lakhs has been expensed out and included in the “Other Expenses”. The amount of C 6,832.87 Lakhs recognized towards insurance claim lodged in respect of this fire incident is included in “Other current financial assets”. Difference, if any, will be recognized upon the final settlement of such claim.

b) Details of benami property held

No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the Rules made thereunder.

c) Compliance with number of layers of companies

The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017

d) Compliance with approved Scheme(s) of Arrangements

There is no Scheme of Arrangements that has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

e) Undisclosed income

There is no income surrendered or disclosed as income during the current or preceding year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961), that has not been recorded in the books of account.

g) Utilisation of Borrowed funds and share premium

The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person or entity, including foreign entities (“Intermediaries”) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall, whether, directly or indirectly lend or invest in other persons/ entities identified in any manner whatsoever by or on behalf of the Company (''ultimate beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries other than investments made aggregating to C 5,135.30 Lakhs during the year in Gujarat Fluorochemicals Singapore Pte. Limited, wholly-owned subsidiary, in the ordinary course of business and in keeping with the applicable regulatory requirements for onward funding to a step-down subsidiary of the Company, GFL GM Fluorspar SA (a subsidiary of Gujarat Fluorochemicals Singapore Pte. Limited), towards meeting its business requirements. Accordingly, no further disclosures in this regard, are required.

The Company has not received any fund from any person(s) or entity(ies), including foreign entities (“Funding Party”), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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 any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

h) In case of borrowings from banks or financial institutions

i) Utilisation of borrowed funds

At the balance sheet date, the Company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken.

ii) Security of current assets against borrowings

The Company does not have any borrowings from banks on the basis of security of current assets.

iii) Wilful defaulter

The Company is not declared wilful defaulter by any bank or financial institution or other lender.

iv) Registration of charges or satisfaction with Registrar of Companies

There are no charges or satisfaction of charges that are yet to be registered with Registrar of Companies beyond the statutory period.


Mar 31, 2021

6.1 Fair Value of Investment Properties

Fair valuation of Investment Properties as at 31st March, 2021 has been arrived at on the basis of valuation carried out by an independent valuer not related to the Company. The valuer is registered with the authority which governs the valuers in India, and in the opinion of management he has appropriate qualifications and recent experience in the valuation of properties. For all Investment properties, fair value was determined based on the capitalisation of net income method where the market rentals of all lettable units of the properties are assessed by reference to the rentals achieved in the lettable units as well as other lettings of similar properties in the neighbourhood. The capitalisation rate adopted is made by reference to the yield rates observed by the valuers for similar properties in the locality and adjusted based on the valuer''s knowledge of the factors specific to the respective properties. Thus, the significant unobservable inputs are as follows:

1. Monthly market rent, taking into account the difference in location, and individual factors, such as frontage and size, between the comparable and the property; and

2. Capitalisation rate, taking into account the capitalisation of rental income potential, nature of the property, and prevailing market condition.

The cash flow hedge reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments designated as cash flow hedge. The cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated under the heading of cash flow hedge reserve will be reclassified to profit or loss when the hedged transaction affects the profit or loss, included as a basis adjustment to the non -financial hedged item, or when it becomes ineffective.

The Company has elected to exercise the option permitted under section 115BAA of the Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment) Act, 2019 with effect from 1st April 2020. Thus, for the financial year 2020-21 the applicable tax rate for the company is 25.168% as against the earlier rate of 34.944%.

36.2 The Company has filed applications under Vivad se Vishwas Scheme in order to settle various income-tax matters for the assessment years 2007-08 to 2013-14, in respect of demerged Chemical Business Undertaking vested with the Company, which were being contested by the Income-tax Department before Hon''ble Supreme Court. The applications filed were accepted and accordingly the Company was required to pay 50% of disputed income-tax aggregating to H 2,944.18 lakhs in respect of these years. The total impact of the settlement of H 68,974.22 lakhs (mainly on account of reduction in MAT credit entitlement) is recognized and included in ‘tax pertaining to earlier years''.

36.2 (Contd..)

Consequent to settlement of above income-tax matters and reversal of MAT credits, the Company now proposes to exercise the option under section 115BAA of the Income-tax Act, 1961 from the current financial year ending 31st March 2021 and thus, applicable tax rate for the Company will be 25.168% as against the earlier rate of 34.944%. Accordingly, the net deferred tax liability as on 1st April 2020 is also re-measured and the reduction of H 10,675 lakhs in the deferred tax liability is recognized during the year.

36.3 Refer Note 1 and 51 for the demerger of the Chemical Business Undertaking transferred and vested with the Company w.e.f. 1st April, 2019. After recording the assets and liabilities, acquired on demerger, at book values, the Company has reassessed and recomputed the deferred tax assets/liabilities which has resulted in increase in deferred tax liability by H 2,591.39 lakhs, on account of non-availability of benefits u/s 80IA of the Income-tax Act to the Company in respect of the demerged captive power plants, which was charged to the statement of profit and loss and included in ''tax pertaining to earlier years''. Further, on receipt of ITAT orders during the year, the Company is entitled to net incremental tax benefit of H 3,712.97 lakhs for earlier periods in respect of the demerged Chemical Business Undertaking vested with the Company which is also included in ‘tax pertaining to earlier years''.

a) ICICI Bank Limited: The foreign currency term loan from ICICI Bank Limited is secured by way of an exclusive first ranking security interest/mortgage/hypothecation on movable and immovable assets including cash flow receivables and escrow account of 14 MW Wind Power Project at Mahidad. Further, the lender has exclusive first charge on movable fixed assets of AHF & HCFC plant located at Survey No 16/3, 26 & 27, Village Ranjitnagar 389380, Taluka Ghoghamba, District Panchmahal, Gujarat.

b) The Hongkong and Shanghai Banking Corporation Limited: The foreign currency term loan from The Hongkong and Shanghai Banking Corporation was secured by way of first charge on pari-passu basis with Mizuho Bank Limited on immovable & movable assets of 36 MW Wind Power Project at Mahidad, Gujarat, and on movable fixed assets of DPTFE plant at Plot No 12A, GIDC Estate, Village-Dahej, Taluka-Vagra, District-Bharuch, Gujarat. Further, the lender had assignment of rights on pari-passu basis with Mizuho Bank Limited under the project agreements with respect to 36 MW Wind Power Project at Mahidad.

c) Mizuho Bank Limited: The foreign currency term loan from Mizuho Bank Limited, was secured by way of first charge on pari-passu basis with The Hongkong and Shanghai Banking Corporation Limited on immovable & movable assets of 36 MW Wind Power Project at Mahidad, Gujarat and on movable fixed assets of DPTFE plant at Plot No 12A, GIDC Estate, Village-Dahej, Taluka-Vagra, District-Bharuch, Gujarat. Further, the lender had assignment of rights on pari-passu basis with The Hongkong and Shanghai Banking Corporation Limited under the project agreements with respect to 36 MW Wind Power Project at Mahidad.

d) Kotak Mahindra Bank Limited: The term loan from Kotak Mahindra Bank Limited is secured by way of first and exclusive charge by way of hypothecation of movable fixed assets pertaining to Chloralkali Plant at Plot No 12A, GIDC Estate, Village-Dahej, Taluka-Vagra, District-Bharuch, Gujarat.

e) Daimler Financial Services India Pvt. Limited: The vehicle loans from Daimler Financial Services India Pvt. Limited are secured by way of hypothecation of vehicles.

f) Kotak Mahindra Bank Limited: The working capital term loan from Kotak Mahindra Bank Limited is secured by way of first charge of hypothecation of movable fixed assets pertaining to A & H Plant at Plot No 12A, GIDC Estate, Village-Dahej, Taluka-Vagra, District-Bharuch, Gujarat.

g) HDFC Bank Limited: The term loan from HDFC Bank Ltd, is secured by way of exclusive first charge of hypothecation of specific tangible movable assets pertaining to CMS, CACL2 & TFE Plant at Plot No 12A, GIDC Estate, Village-Dahej, Taluka-Vagra, District-Bharuch, Gujarat.

h) Axis Finance Limited: The term loan from Axis Finance Limited was secured by way of first charge of lien on FMP/other select debt mutual funds of the Company.

i) HDFC Bank Limited: The term loan from HDFC Bank Limited is secured by way of exclusive charge on specific movable fixed assets of the Company pertaining to DPTFE Plant and FKM Plant, located at Dahej Plant, 121A, GIDC Dahej Industrial Estate, Taluka Vagra, District - Bharuch, Guiarat.

1 In respect of above Excise duty, Custom duty and Sales tax matters, the Company has paid an amount of H 156.81 Lakhs (as at 31st March 2020: H 146.81 Lakhs) and not charged to Statement of Profit and Loss.

2 In respect of above matters, no additional provision is considered necessary as the company expects favourable outcome. Further it is not possible for the company to estimate the timing and amounts of futher cash outflows, if any, in respect of these matters.

3 The Code on Social Security 2020 has been notified in the Official Gazette on 29th September 2020, which could impact the contributions by the Company towards certain employment benefits. However, the date from which the Code will come into effect has not been notified. The Company will assess and give appropriate impact in the financial statements in the period in which the Code comes into effect.

39. Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) H 8,168.52 Lakhs (as at 31st March 2020: H 9,263.41 Lakhs).

40. Segment information

Information reported to the chief operating decision maker (CODM) for the purpose of resource allocation and assessment of segment performance focuses on single business segment of ''Chemicals'' -comprising of Refrigeration gases, Caustic soda, Chtoromethane, potytetraftuoroethytene (PTFE), Ftuoropotymers, Ftuoromonomers, Specialty Ftuorointermediates, Specialty Chemicals and allied activities. Etectricity generated by captive power ptant is consumed in chemicat business and not sotd outside. Hence the Company is having onty one reportabte business segment under Ind AS 108 on "Operating segment”. The information is further anatysed based on the different ctasses of products.

43.LeasesA. Company as a lessee

(a) The Company''s significant leasing arrangements are in respect of leasehold lands. The Company has also taken certain plants and commercial premises on lease.

Effective 1st April, 2019, the Company adopted Ind AS 116 "Leases" and applied the standard to all lease contracts existing on 1st April, 2019 (transferred and vested with the Company on demerger - see Note 1 and 51) using the modified retrospective method. Consequently, the Company recorded the lease liability at the present value of the remaining lease payments discounted at the incremental borrowing rate as on the date of transition and had measured right of use asset an amount equal to lease liability. The Company was not required to restate the comparative information.

(b) On transition to Ind AS 116, the opening balances in ''Prepayment - leasehold lands'' (transferred and vested with the Company on demerger - see Note 1 and 51) were reclassifed as right-of-use assets.

The lease arrangements of the Company comprises of lease arrangments transferred and vested with the Company pursuant to demerger (see Note 1 and 51). The following is the summary of practical expedients elected on initial application of Ind AS 116:

1) Applied a single discount rate to a portfolio of leases with reasonably similar charactertistics.

2) Applied the exemption not to recognize right-of-use assets and liabilities for leases expiring within 12 months of lease term on the date of initial application.

3) Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application.

4) Applied the practical expedient to apply Ind AS 116 to the contracts that were previously identified by the demerged company, as leases applying Ind AS 17: Leases and hence not reassessed whether a contract is, or contains, a lease at the date of the intial application.

The weighted average incremental borrowing rate applied to lease liabilities as at 1st April, 2019 was 10% p.a.

The difference between the operating lease commitments disclosed applying Ind AS 17 as at 31st March, 2019, discounted to the present value at the date of initial application of Ind AS 116, and the value of the lease liability as at 1st April, 2019 (transferred and vested with the Company, pursuant to demerger), was on account of exclusion of short term leases.

B. Company as a lessor

Operating leases relate to Investment Properties transferred and vested with the Company pursuant to demerger, with lease terms between 11 to 60 months and are usually renewable by mutual consent. All operating lease contracts contain market review clauses in the event that the lessee exercises its option to renew. Lessee does not have an option to purchase the property at the expiry of the lease period.

As a lessor, the transition to Ind AS 116 ''Leases'' from Ind AS 17 ''Leases'' effective from 1st April, 2019 does not have any impact on the financial statements of the Company. The Company has used the practical expedient to apply Ind AS 116 to the contracts that were previously identified as leases applying Ind AS 17: Leases, by the demerged company, and hence not reassessed whether a contract is, or contains, a lease at the date of the intial application.

44. Employee Benefits(a) Defined Contribution Plans

The Company contributes to the Government managed provident & pension fund for all qualifying employees. Contribution to Provident fund of H 849.11 Lakhs (as at 31st March 2020: H 846.39 Lakhs) is recognized as an expense and included in ''Contribution to Provident & Other funds'' in the Statement of Profit and Loss.

(b) Defined Benefit Plans

The Company has defined benefit plan for payment of gratuity to all qualifying employees. It is governed by the payment of Gratuity Act, 1972. Under this Act, an employee who has completed five years of service is entitled to the specified benefit. The level of benefits provided depends on the employee''s length of services and salary at retirement age. The Company''s defined benefit plan is unfunded. There are no other post retirement benefits provided by the Company.

The most recent actuarial valuation of the present value of the defined benefit obligation was carried out as at 31st March, 2021 by Mr. Charan Gupta, fellow member of the institute of the Actuaries of India. The present value of the defined benefit obligation, the related current service cost and past service cost, were measured using the projected unit credit method.

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

This plan typically expose the company to actuarial risks such as interest rate risk and salary risk

a) Interest risk: a decrease in the bond interest rate will increase the plan liability.

b) Salary risk: the present value of the defined benefit plan liability is calculated by reference to the future salaries of plan

participants. As such, a variation in the expected rate of salary increase of the plan participants will change the plan

liability.

(c) Other short term and long term employment benefits

Annual leave and short term leave

The liability towards compensated absences (annual and short term leave) for the year ended 31st March, 2021 based on actuarial valuation carried out by using Projected unit credit method resulted in increase in liability by H 70.21 lakhs (as at 31st March 2020: H 292.58 lakhs), which is included in the employee benefits in the Statement of Profit and Loss.

The Company manages its capital structure with a view that it will be able to continue as going concern while maximising the return to stakeholders through the optimization of the debt and equity balance.

The capital structure of Company consists of net debt and total equity of the Company. The Company is not subject to any externally imposed capital requirement. The Company has complied with the financial covenants in respect of its borrowings.

The Company''s risk management committee reviews the capital structure of the Company. As part of this review, the committee considers the cost of capital and risk associated with each class of capital. The Company has a target gearing ratio of less than 100 % determined as the proportion of net debt to equity.

45.3 Financial risk management

The Company''s corporate finance function provides services to the business, coordinates access to financial market, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyse exposures by degree and magnitude of the risk. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Company seeks to minimize the effects of currency and interest rate risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Company''s policies approved by the Board of Directors of the Company, which provide written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments and the investment of the excess liquidity. Compliance with policies and exposure limits is reviewed internally on a continuous basis. The Company doesn''t enter into or trade financial instruments including derivative financial instruments for speculative purpose.

45.4 Market Risk

The Company''s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Company enters into the variety of derivative financial instruments to manage its exposure to foreign currency risk and interest rate risk including:

1. Interest rate swaps to mitigate the risk of rising interest rates

2. Principal only swaps, currency swaps, options and forwards contracts to mitigate foreign currency risk of foreign currency borrowings and receivables & payables in foreign currency.

45.5 Foreign Currency Risk Management

The Company is subject to the risk that changes in foreign currency values impact the Company''s export revenues, imports of material/capital goods, services/royalty and borrowings etc. Exchange rate exposures are managed within approved policy parameters by entering in to foreign currency forward contracts, options and swaps.

Foreign exchange transactions are covered within limits placed on the amount of uncovered exposure, if any, at any point in time. The aim of the Company''s approach to management of currency risk is to leave the Company with minimised residual risk.

45.5. 1 Foreign Currency Sensitivity Analysis

The Company is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to US Dollar and Euro.

The following table details the Company''s sensitivity to a 10% increase and decrease in INR against the relevant foreign currencies.10% 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. The sensitivity analysis includes unhedged external loans, receivables and payables in currency other than the functional currency of the Company.

A 10% strengthening of the INR against key currencies to which the Company is exposed (net of hedge) would have led to additional gain in the Statement of Profit and Loss. A 10% weakening of the INR against these currencies would have led to an equal but opposite effect.

Interest rate risk refers to the possibility that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rate. The Company is exposed to interest rate risk because it borrows funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings, and by the use of interest rate swap contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied.

As per the Company''s risk management policy to minimize the interest rate cash flow risk on foreign currency long term borrowings, interest rate swaps are taken for most of the borrowings to convert the variable interest rate risk into rupee fixed interest rate. Thus, there is no major interest rate risks associated with foreign currency long term borrowings. The short term foreign currency borrowings are at fixed rate of interest. Certain rupee term loans and short term loans carry variable rate of interest. The financial assets i.e. bank fixed deposits are at a fixed rate of interest. Thus, the Company has no significant exposure to the risk of changes in the interest rate.

45.6. 1 Interest Rate Sensitivity Analysis

The sensitivity analysis below have been determined based on the exposure to interest rates for floating rate liabilities at the end of the reporting period. For floating rate liabilities in foreign currency, a 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management''s assessment of the reasonably possible change in interest rates.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company''s profit/loss for the year ended 31st March, 2021 would decrease/increase by H 8.56 Lakhs (net of tax) (for the year ended 31st March, 2020, decrease/increase by H 89.73 Lakhs (net of tax)). This is mainly attributable to the Company''s exposure to interest rates on its variable rate borrowings.

45.6. 2 Interest Rate Swap Contracts

Under interest rate swap contracts, the Company agrees to exchange the difference between fixed and floating rate interest amounts calculated on agreed notional principal amounts. Such contracts enable the Company to mitigate the risk of changing interest rates. The fair value of interest rate swaps at the end of the reporting period is determined by discounting the future cash flows using the curves at the end of the reporting period and the credit risk inherent in the contract, and is disclosed below. The average interest rate is based on the outstanding balances at the end of the reporting period.

The interest rate swaps settle on quarterly basis. The floating rate on the interest rate swaps is the local interbank rate of India.

AH interest rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are designated as cash flow hedges in order to reduce the company''s cash flow exposures resulting from variable interest rates on borrowing. The interest rate swaps and the interest payments on the loan occur simultaneously and the amount accumulated in equity is reclassified to profit or loss over the period that floating rate interest payments on debt affect profit or loss.

The line-items in the Standalone balance sheet that include the above hedging instruments are "Other financial assets"and "Other financial liabilities".

45.7 Other price risks

Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. Other price risk arises from financial assets such as investments in equity instruments and mutual funds. The Company is exposed to equity price risks arising from equity and equity based investments. Equity investments in subsidiaries and Joint Ventures are held for strategic rather than trading purposes and the Company does not actively trade these investments. In respect of debt mutual funds, the exposure to risk of changes in market rates is low since the underlying investments are debt instruments. The Company is exposed to price risk arising from investments in other equity based investments.

45.7. 1 Equity Price Sensitivity Analysis

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

If equity prices had been 5% higher/lower, profit/loss for the year ended 31st March, 2021 would increase/decrease by H 3.12 Lakhs (for the year ended 31st March, 2020 : increase/decrease by H 485.94 Lakhs) as a result of the change in fair value of equity investments which are designated as FVTPL.

45.8 Credit Risk Management

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk arises primarily from financial assets such as trade receivables, investment in mutual funds, derivative financial instruments, balances with banks, loans and other receivables.

a) Trade receivables

Credit risk arising from trade receivables is managed in accordance with the Company''s established policy, procedures and control relating to customer credit risk management. The average credit period on sales of products is less than 90 days. The concentration of credit risk is limited due to the fact that the customer base is large and diverse. There is no external customer representing more than 10% of the total balance of trade receivables. All trade receivables are reviewed and assessed for default on a quarterly basis.

For trade receivables, as a practical expedient, the Company computes credit loss allowance based on a provision matrix. The provision matrix is prepared based on historically observed default rates over the expected life of trade receivables and is adjusted for forward-looking estimates. The provision matrix at the end of the reporting period is as follows:

b) Loans and other receivables

The Company applies Expected Credit Losses (ECL) model for measurement and recognition of loss allowance on the loans given by the Company to the external parties. ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the company expects to receive (i.e., all cash shortfalls), discounted at the effective interest rate.

The Company determines if there has been a significant increase in credit risk of the financial asset since initial recognition. If the credit risk of such assets has not increased significantly, an amount equal to 12-month ECL is measured and recognized as loss allowance. However, if credit risk has increased significantly, an amount equal to lifetime ECL is measured and recognized as loss allowance.

12-month ECL are a portion of the lifetime ECL which result from default events that are possible within 12 months from the reporting date. Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial asset.

ECL are measured in a manner that they reflect unbiased and probability weighted amounts determined by a range of outcomes, taking into account the time value of money and other reasonable information available as a result of past events, current conditions and forecasts of future economic conditions.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as expense/income in the Statement of Profit and Loss under the head ‘Other expenses''/''Other income''.

45. Financial instruments: (Contd..)

c) Other financial assets

Credit risk arising from balances with banks, investment in mutual funds and derivative financial instruments is limited because the counterparties are banks and recognised financial institutions with high credit ratings assigned by the various credit rating agencies. There are no collaterals held against such Investments.

45.9 Liquidity Risk Management

Ultimate responsibility for liquidity risk management rests with the committee of Board of Directors for operations, which has established an appropriate liquidity risk management framework for the management of the Company''s short, medium and longterm funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate 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 remuneration of directors and Key Management Personnel (KMP) is determined by the Nomination and Remuneration Committee having regard to the performance of individuals and market trends. As the liabilities for the defined benefit plans and other long term benefits are provided on actuarial basis for the Company, the amount pertaining to KMP are not included above. Contribution to Provident Fund (defined contribution plan) is H 22.80 lakhs (as at 31st March 2020: H 23.23 lakhs) included in the amount of remuneration reported above.

Notes

(a) Sales, purchases and service transactions with related parties are made at arm''s length price.

(b) Amounts outstanding are unsecured and will be settled in cash or receipts of goods and services.

(c) No expense has been recognised for the year ended 31st March, 2021 and 31st March, 2020 for bad or doubtful trade receivables in respect of amounts owed by related parties.

50. Corporate Social Responsibility (CSR)

MCA has notified amendments relating to Corporate Social Responsibility (CSR) under Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated 22nd January 2021 where a company is mandatorily required to utilise the amount quantified for CSR activities as per provisions of the Companies Act, 2020, failing which the same needs to be transferred within a specified period to a fund specified in Schedule VII to the Companies Act, 2013. Consequent to these changes, the Company is now required to recognise a provision in the financial statements towards unspent amount of CSR obligations. Further, as per the legal opinion obtained by the Company, such mandatory obligation towards expenditure to be incurred on CSR in respect of the profits of the Chemical Business Undertaking (referred and vested in this Company as per note 1) is also on this Company.

51. Demerger of Chemical Business during the previous year

The Scheme of Arrangement (“the Scheme”) for the demerger of Chemical Business Undertaking from Gujarat Ftuorochemicats Limited, now known as GFL Limited (“the demerged company”) to Inox Ftuorochemicats Limited, now known as Gujarat Ftuorochemicats Limited (“the resutting company” or “the Company”) and the respective sharehotders of the two companies, under Sections 230 to 232 of the Companies Act, 2013 and att other appticabte provisions of the Companies Act, 2013 was approved by Honourabte Nationat Company Law Tribunat, Ahmedabad Bench on 4th Juty 2019. The said NCLT Order was fited by both the companies with the Registrar of Companies on 16th Juty, 2019 i.e. making the Scheme operative. Accordingty, att the assets and tiabitities pertaining to the Chemicat Business Undertaking, as defined in the Scheme, inctuding emptoyees and investment in subsidiaries and joint venture pertaining to the said Chemicat Business, stood transferred and vested into the Company from its Appointed Date i.e. 1st Aprit 2019. Certain assets, particutarty the immovabte properties, are in the process of being registered in the name of the Company.

The demerger was accounted as per ''pooting of interest'' method in accordance with Appendix C of Ind AS 103 - Business Combinations, being common controt business combination.

Accordingty, fottowing effects were given in the books of account of the Company:

(i) Att the assets and tiabtities pertaining to the Chemciat Business Undertaking, transferred to and vested in the Company, were recorded at their respective carrying vatues as appearing in the books of the demerged company.

(ii) The Company had issued 10,98,50,000 futty paid-up equity shares of H 1 each to the sharehotders of the demerged company, for every one futty paid-up equity share of H 1 each hetd by them in the demerged company.

(iii) The pre-demerger sharehotding of the demerged company in the Company comprising of 1,00,000 futty paid-up equity share of H 1 each, were cancetted and the amount was credited to the capitat reserve.

(iv) The identity of the reserves transferred by the demerged company was preserved and were carried in the same form and manner by the Company.

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