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Notes to Accounts of Kiri Industries Ltd.

Mar 31, 2023

PROVISIONS AND CONTINGENT LIABILITIES

Provisions are recognised when the Company has a
present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources
embodying economic benefits will be required to
settle the obligation and a reliable estimate can
be made of the amount of the obligation. When
the Company expects some or all of a provision to
be reimbursed, for example, under an insurance
contract, the reimbursement is recognised as a
separate asset, but only when the reimbursement is
virtually certain. The expense relating to a provision is
presented in the Statement of Profit and Loss net of
any reimbursement. Provisions are not recognised for
future operating losses.

Provisions are measured at the present value of
management''s best estimate of the expenditure
required to settle the present obligation at the end
of the reporting period. The discount rate used to
determine the present value is a pre-tax rate that
reflects current market assessments of the time value
of money and the risks specific to the liability. The
increase in the provision due to the passage of time is
recognised as interest expense.

As a policy, the company is regularly accessing
the liability arising due to delay in fulfillment of
the obligation against advance licenses taken for
duty free import of the goods / various investment
related schemes and required provisions are carried
out in the books.

Contingent Liability is disclosed in the case of:

> A present obligation arising from the past events,
when it is not probable that an outflow of
resources will be required to settle the obligation;

> A present obligation arising from the past events,
when no reliable estimate is possible;

> A possible obligation arising from the past
events, unless the probability of outflow of
resources is remote.

Contingent liabilities are not provided for and if
material, are disclosed by way of notes to accounts.
Contingent assets are not recognized in financial
statements. However, the same is disclosed, where an
inflow of economic benefit is probable.

1.20 LEASES

The Company assesses whether a contract contains
a lease, at inception of a contract. A contract is, or
contains, a lease if the contract conveys the right to
control the use of an identified asset for a define
period of time in exchange for consideration. To assess
whether a contract conveys the right to control the use
of an identified assets, the Company assesses whether:

(i) the contact involves the use of an identified asset

(ii) the Company has substantially all of the economic
benefits from use of the asset through the period of
the lease and (iii) the Company has the right to direct
the use of the asset.

As a lessee, the Company recognises a right of use
asset and a lease liability at the lease commencement
date. The right of use asset is initially measured at
cost, which comprises the initial amount of the lease
liability adjusted for any lease payments made at or
before the commencement date, plus any initial direct
costs incurred and an estimate of costs to dismantle
and remove the underlying asset or to restore the
underlying asset or the site on which it is located, less
any lease incentives received.

The right of use asset is subsequently depreciated
using the straight-line method from the
commencement date to the earlier of the end of the
useful life of the right of use asset or the end of the
lease term. The estimated useful lives of right of use
assets are determined on the same basis as those of
property and equipment. In addition, the right of use
asset is periodically reduced by impairment losses, if
any, and adjusted for certain remeasurements of the
lease liability.

The lease liability is initially measured at the present
value of the lease payments that are not paid at the
commencement date, discounted using the interest
rate implicit in the lease or, if that rate cannot be readily
determined, the Company''s incremental borrowing
rate. For leases with reasonably similar characteristics,
the Company, on a lease by lease basis, may adopt
either the incremental borrowing rate specific to

the lease or the incremental borrowing rate for the
portfolio as a whole.

Lease payments included in the measurement of the
lease liability comprise the fixed payments, including
in-substance fixed payments and lease payments
in an optional renewal period if the Company is
reasonably certain to exercise an extension option;
The lease liability is measured at amortised cost using
the effective interest method.

The Company has elected not to recognise right of
use assets and lease liabilities for short-term leases
that have a lease term of 12 months or less and leases
of low-value assets. The Company recognises the
lease payments associated with these leases as an
expense on a straight-line basis over the lease term.
The Company applied a single discount rate to a
portfolio of leases of similar assets in similar economic
environment with a similar end date.

1.21 GOVERNMENT GRANTS

Government grants are recognised when there is
reasonable assurance that the grant will be received
and all attached conditions complied in. When the
grant relates to an expense item, it Is recognised as
Income on a systematic basis over the years that the
related costs, for which it is intended to compensate,
are expensed. When the grant relates to an asset, it is
recognised as an income in equal amounts over the
expected useful life of the related asset.

1.22 SEGMENT REPORTING

An operating segment is a component of the Company
that engages in business activities from which it may
earn revenues and incur expenses, whose operating
results are regularly reviewed by the company''s Chief
Operating Decision Maker ("CODM") to make decisions
for which discrete financial information is available.
Based on the management approach as defined in Ind
AS 108 - Operating Segments, the CODM evaluates
the Company''s performance and allocates resources
based on an analysis of various performance indicators
by business segments and geographic segments.

1.23 EARNING PER SHARE

Basic Earnings Per Share

Basic earnings per share is calculated by dividing the
net profit or loss for the year attributable to equity
shareholders by the weighted average number of
equity shares outstanding during the year. Earnings
considered in ascertaining the Company''s earnings
per share is the net profit or loss for the year after
deducting preference dividends and any attributable
tax thereto for the year. The weighted average number
of equity shares outstanding during the year and for

all the years presented is adjusted for events, such as
bonus shares, other than the conversion of potential
equity shares, that have changed the number of
equity shares outstanding, without a corresponding
change in resources.

Diluted Earnings Per Share

For the purpose of calculating diluted earnings per
share, the net profit or loss for the year attributable to
equity shareholders and the weighted average number
of shares outstanding during the year is adjusted for
the effects of all dilutive potential equity shares.

1.24 DIVIDEND DISTRIBUTIONS

The Company recognizes a liability to make the
payment of dividend to owners of equity, when
the distribution is authorised and the distribution
is no longer at the discretion of the Company. As
per the corporate laws in India, a distribution is
authorised when it is approved by the shareholders. A
corresponding amount is recognised directly in equity.

1.25 CASH AND CASH EQUIVALENTS

Cash and Cash Equivalents comprise cash and deposits
with banks. The Company considers all highly liquid
investments with a remaining maturity at the date
of purchase of three months or less and that are
readily convertible to known amounts of cash to be
cash equivalents.

For the purpose of presentation in the statement of
cash flows, cash and cash equivalents includes cash on
hand, deposits held at call with financial institutions

and other short term, highly liquid investments
with original maturities of three months or less that
are readily convertible to known amounts of cash
and which are subject to an insignificant risk of
changes in value.

1.26 STATEMENT OF CASH FLOWS

Cash Flows are reported using the indirect method,
whereby profit before tax is adjusted for the effects
of transactions of a non-cash nature, any deferrals or
accruals of past or future operating cash receipts or
payments and item of income or expenses associated
with investing or financing Cash Flows. The cash flows
from operating, investing and financing activities of
the Company are segregated.

1.27 EVENTS OCCURING AFTER THE REPORTING DATE

Adjusting events occurring after the balance sheet
date are recognized in the financial statements.
Material non adjusting events occurring after the
balance sheet date that represents material change
and commitment affecting the financial position are
disclosed in the Director''s Report.

1.28 EXCEPTIONS ITEMS

Certain occasions, the size, type or incidence of an
item of income or expense, pertaining to the ordinary
activities of the Company is such that disclosure
improves the understanding of the performance of
the Company, such income or expense is classified as
an exceptional item and accordingly, disclosed in the
notes accompanying to the financial statements.


Mar 31, 2017

1 Terms and Conditions of Foreign Currency Convertible Bonds (FCCBs):

The Bond Holder, vide Extra Ordinary Resolution passed on March 24, 2016 has approved to modifications of existing terms and conditions of Foreign Currency Convertible Bonds (FCCBs). The Company has also executed the First Supplemental Trust Deed with the Trustee, the Bank of New York Mellon, London Branch, on March 29, 2016 to give effect of modification of terms of FCCBs. The details of modifications of terms and conditions are reproduced herein under:

a. Maturity of date of Series B, D, E and F Bonds has been extended from January 17, 2018 to January 17, 2022.

- Series A & C - Already converted into equity shares by the Company

-- Series B - 2 partly paid up Bonds have been converted into equity shares by the Company and the remaining 8 bonds have been fully subscribed and therefore, no further subscription is due.

c. Where there is a default by any Series D,E and F bondholder, in paying balance amount due in respect of such bonds, the Company has right to Convert each partly paid up bonds to the extent initial 3% amount paid up on relevant Series

D,E and F bonds and the balance 97% shall stand cancelled and each respective Series D,E and F bonds (on which default has been committed) shall be convertible into fully paid up equity shares of Rs. 10/- each at a premium of Rs. 2.03 per equity share aggregating to Rs. 12.03 per equity share.

2 During the year the Company has allotted 12,94,000 equity shares of Rs. 10 each at an issue price of Rs. 136 per equity share upon conversion of equal number of warrants issued to promoter group on preferential basis as per SEBI (ICDR) Regulations, 2009.

3 Employee Stock Option Scheme:

A. During the financial year ended March 31, 2017, the Nomination and Remuneration Committee of the Company at their meeting held on April 8, 2016 has granted 1,25,000 options to the Eligible Employee of the Company in accordance with the Kiri Industries Limited-Employee Stock Option Scheme- 2014. The Scheme is administered by Kiri Employees Stock Option Trust, an independent trust.

All the Options Outstanding as on March 31, 2016 will be eligible for being exercised @ 20% every year for a period of five years starting from 01.04.2016 to 31.03.2021.

The employee share based payment plans have been accounted based on latest closing market price prior to the date of meeting of Nomination and Remuneration Committee for granting option (i.e.07.04.2015) and total compensation expense has been worked out at Rs. 9,08,68,750, out of which Rs.4,12,17,021/- had been recognized in the F.Y. 2015-16 and Rs. 2,31,65,771/- during the year as '' Employees Compensation Expense''. The balance amount of Rs.2,64,85,958/-has been deferred to be amortized over a period of remaining vesting period of three years based on the Guidance Note on Accounting for Employee Share-Based Payments issued by the Institute of Chartered Accountants of India (the Guidance Note).

B. The Securities and Exchange Board of India (SEBI) has issued the SEBI Share Based Employee Benefits Regulation 2014 (the Regulation) which requires the accounting treatment for employee share based payments in compliance with the Guidance Note on Accounting for Employee Share-Based Payments issued by the Institute of Chartered Accountants of India (the Guidance Note).

The Company had provided loan of Rs.3,50,00,000 to Kiri Employees Stock Option Trust (ESOS Trust), which has purchased shares of Kiri Industries Limited directly from Kiri Industries Limited equivalent to the number of stock options to be allotted to eligible employees. The repayment of the loans granted by the Company to Kiri Employees Stock Option Trust (ESOS Trust) is dependent on the exercise of the options by the employees to whom options has been granted. As the options worth Rs. 61,25,000/- have been exercised by the employee and the loan to that extent have been repaid by the trust to the company during the year.

4 Related Party Disclosure -

A) Related Party and Their Relationship

Name of the Party Relationship

Synthesis International Limited Wholly Owned Subsidiary

SMS Chemicals Co. Limited Wholly Owned Subsidiary

Chemhub Trading DMCC Wholly Owned Subsidiary

Kiri Laboratories Pvt. Ltd. Directors'' Relative are Key Managerial Personnel

Kiri Peroxide Limited Directors'' Relative are Key Managerial Personnel

Indochin Development Pvt. Ltd. Directors'' Relative are Key Managerial Personnel

Lonsen Kiri Chemical Industries Ltd. Joint Venture

Dystar Global Holdings (Singapore) Pte. Ltd Associate Company

Kiri Infrastructure Pvt. Ltd. Associate Company

Kiri Carbon Pvt. Ltd. Promoters are Key Managerial Personnel

Equinaire Chemtech LLP Promoter Directors are Partners

Mr. Pravin Kiri Key Managerial Personnel

Mr. Manish Kiri Key Managerial Personnel

Mrs. Aruna Kiri Relative of Key Managerial Personnel

Mrs. Anupama Kiri Relative of Key Managerial Personnel

Pravin A. Kiri - HUF HUF of Key Managerial Personnel

5 Social Welfare Expenditure related to Corporate Social Responsibility as per section 135 of the Companies Act, 2013 read with Schedule VII thereof Rs. 67.66 lakhs (PY Rs. 9.56 Lakhs), though not mandatory.

6. Figures have been rounded off to the nearest rupee and figures of previous year have been regrouped, reclassified and readjusted wherever found necessary.


Mar 31, 2016

The details of terms of repayment etc of long term borrowings and current maturity of long term borrowings are given below :

In respect of debts due to Invent Assets Securitization and Reconstruction Private Limited ("Invent") and as per settlement agreements executed by the Company with Invent, the outstanding settlement amount shall be repayable in Monthly/ Quarterly installments starting from September-2015 ending September, 2022. In respect of debts due to Assets Care and Reconstruction Enterprise Limited ("ACRE") and as per settlement agreements executed by the Company with ACRE, the outstanding settlement amount shall be repayable in Monthly/Quarterly installments starting from March, 2015 ending September, 2019.In respect of NCDs, as per settlement agreement executed between sole debenture holder, the Company and Guarantors, total outstanding 335 Non Convertible Debentures ("NCDs") (Series A-207 NCDs and Series B -128 NCDs) of Rs. 10,00,000 each aggregating to Rs. 3350.00 Lakhs shall be repaid at settlement amount of Rs. 2550.00 Lakhs in four quarterly installments starting from June 30, 2016 ending March 31, 2017 along with interest at the rate of 10.75%. p.a.In respect of debts due to Punjab National Bank and as per settlement agreement executed by the Company with Punjab National Bank, the outstanding settlement amount shall be repaid in monthly installment including simple interest at the rate of 10% p.a. starting from October, 2015 to February, 2017.

1. Modifications of Terms and Conditions of Foreign Currency Convertible Bonds (FCCBs):

The Bond Holder, vide Extra Ordinary Resolution passed on March 24, 2016 has approved to modifications of existing terms and conditions of Foreign Currency Convertible Bonds (FCCBs). The Company has also executed the First Supplemental Trust Deed with the Trustee, the Bank of New York Mellon, London Branch, on March 29, 2016 to give effect of modification of terms of FCCBs. The details of modifications of terms and conditions are reproduced herein under:

a. Maturity of date of Series B, D, E and F Bonds has been extended from January 17, 2018 to January 17, 2022.

b. The offer price payable on each of the Series A, B, C, D, E and F FCCB''s shall be payable on the earlier of the Conversion Date or the due date specified in the table below:

* Series A & C - Already converted into equity shares by the Company

** Series B - 2 partly paid up Bonds have been converted into equity shares by the Company and the remaining 8 bonds have been fully subscribed and therefore, no further subscription is due.

c. Where there is a default by any Series D,E and F bond holder , in paying balance amount due in respect of such bonds, the Company has right to Convert each partly paid up bonds to the extent initial 3% amount paid up on relevant Series D,E and F bonds and the balance 97% shall stand cancelled and each respective Series D,E and F bonds (on which default has been committed) shall be convertible into fully paid up equity shares of Rs. 10/- each at a premium of Rs. 2.03 per equity share aggregating to Rs. 12.03 per equity share.

2. During the year the Company has issued 3,68,825 equity shares of Rs. 10.00 each at an issue price of Rs. 12.03 per equity share upon conversion of partly paid up 2 bonds of Series B FCCBs and 25 partly paid up bonds of Series C FCCBs. Expenses incurred towards modifications of terms of FCCBs and conversion of bonds into equity shares have been set off against the securities premium account.

3. During the year the Company has allotted 24,56,000 equity shares of Rs. 10 each at an issue price of Rs. 136 per equity share upon conversion of equal number of warrants issued to promoter group on preferential basis as per SEBI (ICDR) Regulations, 2009. The Company has also issued 10,00,000 equity shares of Rs. 10.00 each at an issue price of Rs. 35.00 per equity shares to Kiri Employee Stock Option Trust in terms of Kiri Industries Limited Employee Stock Option Scheme- 2014.

4. Employee Stock Option Scheme:

A. During the financial year ended 31st March, 2016, the Nomination and Remuneration Committee of the Company at their meeting held on April 7, 2015 has granted 8,75,000 options to the Eligible Employee of the Company in accordance with the Kiri Industries Limited Employee Stock Option Scheme- 2014. The Scheme is administered by Kiri Employees Stock Option Trust, an independent trust. During the year the Company has allotted 10, 00,000 Equity Shares to the trust.

All the Options Outstanding as on March 31, 2016 will be eligible for being exercised @ 20% every year for a period of five years starting from 01.04.2016 to 31.03.2021.

The employee share based payment plans have been accounted based on latest closing market price prior to the date of meeting of Nomination and Remuneration Committee for granting option (i.e.07.04.2015) and total compensation expense has been worked out at Rs. 9,08,68,750, out of which Rs.4,12,17,021/- has been recognized during the year as '' Employees Compensation Expense'' and the balance has been deferred to be amortized over a period of remaining vesting period of four years based on the Guidance Note on Accounting for Employee Share-Based Payments issued by the Institute of Chartered Accountants of India (the Guidance Note).

B. The Securities and Exchange Board of India (SEBI) has issued the SEBI Share Based Employee Benefits Regulation 2014 (the Regulation) which requires the accounting treatment for employee share based payments in compliance with the Guidance Note on Accounting for Employee Share-Based Payments issued by the Institute of Chartered Accountants of India (the Guidance Note).

The Company has provided loan of Rs.3,5 0,00,000 to Kiri Employees Stock Option Trust (ESOS Trust), which has purchased equity shares of Kiri Industries Limited directly from Kiri Industries Limited equivalent to the number of stock options to be allotted to eligible employees. The repayment of the loans granted by the Company to Kiri Employees Stock Option Trust (ESOS Trust) is dependent on the exercise of the options by the employees to whom options has been granted.

5 Segment Reporting

The Company operates mainly in manufacturing of Dyes, Dyes intermediates and Basic Chemicals. All other activities are incidental thereto, which have similar risk and return, accordingly, there are no separate reportable Segment as far as primary Segment is concerned.

6. The company has not received information from the suppliers regarding their status under The Micro, Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any relating to amounts unpaid as at the balance sheet date together with interest paid or payable as per the requirement under the said Act, have not been made.

7. Social Welfare Expenditure related to Corporate Social Responsibility as per section 135 of the Companies Act, 2013 read with Schedule VII thereof Rs.9.56 Lakhs (P.Y. Rs. 33.89 Lakhs) though not mandatory.

8. Figures have been rounded off to the nearest rupee and figures of previous year have been regrouped, reclassified and readjusted wherever found necessary.


Mar 31, 2015

1. Debit and Credit balances of debtors, creditors, loans and advances are subject to confirmation and reconciliation, if any and they are stated in the Balance Sheet if realized in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

2. Contingent Liabilities (Rs. In Lakhs)

Particulars 2014-2015 2013-2014

Guarantees given by Banks on behalf of the Company for various purposes. 182.96 188.29

Corporate Guarantees given by the Company on behalf of the Joint Venture Nil 8,900.00 Company.

Disputed Income Tax / Excise matters for various assessment years for which 1915.95 1,798.13 appeals are pending with Appellate authorities

3. Zero Coupon Foreign Currency Convertible Bonds

On January 16, 2013, the Company has made an issue of zero percent convertible bonds aggregating to USD 15 Million (approximately Rs. 82.17 crores) comprising of 10 (aggregating to US$ 10,00,000) zero percent convertible bonds due 2018 ('Series A FCCBs"), 10 (aggregating to US$ 10,00,000) zero percent convertible bonds due 2018 ('Seres B FCCBs"), 25 (aggregating to US$ 25,00,000) zero percent convertible bonds due 2018 ('Series C FCCBs"), 35 (aggregating to US$ 35,00,000) zero percent convertible bonds due 2018 ('Series D FCCBs"), 35 (aggregating to US$ 35,00,000) zero percent convertible bonds due 2018 ('Series E FCCBs"), 35 (aggregating to US$ 35,00,000) zero percent convertible bonds due 2018 ('Series F FCCBs").

a. Each fully paid up series A, B, C, D, E and F (unless previously redeemed or purchased and cancelled) will be converted by the Bondholder at any time on or after February 16, 2013 but prior to close of business on January 18, 2018. Each bond will be converted into fully paid up equity shares of Rs. 10 each at a premium of Rs. 2.03 per share, at a price of Rs. 12.03 per share at a fixed exchange rate conversion of Rs. 54.7773 per US Dollar.

c. Where there is a default by any Series A, B, C, D, E and F FCCB Bondholder, in paying the balance of the issue amount due in respect of such Bonds, the Company has right to convert each partly paid bonds to the extent amount paid up on the relevant Series A, B, C, D, E and F FCCBs i.e, three percent (3%), and the balance ninety seven percent (97%) shall stand cancelled and each respective Series A, B, C, D, E and F FCCB (on which default has been committed) shall each be convertible into fully paid-up Equity Shares of face value of Rs.10 each at a share price premium of Rs 2.03 per Equity Share, at a price of Rs.12.03 per share.

d. Ninety Seven percent (97%) of the three bonds from Seres A paid on November 8, 2013. Remaining seven bonds of the Series A stand cancelled due to default of the payment by the subscriber of the bonds. The Company has allotted 14,75,126 equity shares at an issue price of Rs. 12.03 per share upon conversion of 3 fully paid up bonds and 7 partly paid up of Series A bonds to the FCCBs Holder.

e. FCCBs holder has paid balance 97% subscription money for 8 bonds of Series B bonds in Escrow Account of Lead Manager and defaulted for payment of balance 97% subscription money for 2 bonds.

f. As per the terms of issue of bonds the subscribers has to pay balance 97% subscription money for 25 bonds of Series C bonds, on 30th March, 2015 and has not paid the said amount.

g. The expenses incurred on issue of zero percent convertibles have been set off against securities premium account.

38 During the Year, the Company has issued and allotted 22,49,947 Equity Shares and issued 37,50,000 warrants convertible into Equity Shares on preferential basis as per SEBI (ICDR) Regulations, 2009. The Company has also allotted 14,75,126 Equity Shares upon conversion of Foreign currency convertible bonds.

4. Related Party Disclosure -

A) Related Party and their Relationship

Name of the Party Relationship

Kiri International (Mauritius) Wholly Owned Subsidiary Private Limited

Synthesis International Limited Wholly Owned Subsidiary

SMS Chemicals Co. Limited Wholly Owned Subsidiary

Chemhub Trading DMCC Wholly Owned Subsidiary

Kiri Investment and Trading Wholly Owned Subsidiary Singapore Private Limited

Kiri Laboratories Pvt. Ltd. Directors Relative of Key Managerial Personnel

Indochin Development Pvt. Ltd. Directors Relative of Key Managerial Personnel

Lonsen Kiri Chemical Industries Ltd. Joint Venture

Dystar Global Holdings Associate Company (Singapore) Pte. Ltd

Kiri Infrastructure Pvt. Ltd. Associate Company

Mr. Pravinbhai Kiri Key Managerial Personnel

Mr. Manishbhai Kiri Key Managerial Personnel

Mrs Arunaben Kiri Relative of Key Managerial Personnel

Mrs Anupama Kiri Relative of Key Managerial Personnel

Pravinbhai Kiri - HUF HUF of Key Managerial Personnel

5. The company has not received information from the suppliers regarding their status under The Micro, Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any relating to amounts unpaid as at the balance sheet date together with interest paid or payable as per the requirement under the said Act, have not been made.

6. Social Welfare Expenditure related to Corporate Social Responsibility as per section 135 of the Companies Act, 2013 read with Schedule VII thereof: Rs.33.89 Lakhs, though not mandatory.

7. Figures have been rounded off to the nearest rupee and figures of previous year have been regrouped, reclassified and readjusted wherever found necessary.


Mar 31, 2014

1. The Debit and Credit balances of debtors, creditors, loans and advances are subject to confirmation and reconciliation, if any and they are stated in the Balance Sheet if realized in the ordinary course of business. The provision f or all known liabilities is adequate and not in excess of the amount reasonably necessary.

2. Extra ordinary items include derivative losses of Rs.2,563.10 lacs (P.Y. 8,118.26 lacs).

3. Contingent Liabilities (Rs. In Lacs)

Particulars 2013-2014 2012-2013

Outstanding Letter of Credits issued by Banks - 555.88

Guarantees given by Banks on behalf of the Company for various purposes. 188.29 168.06

Corporate Guarantees given by the Company on behalf of the Joint Venture Company. 8,900.00 8,900.00

Disputed Income Tax / Excise matters for various assessment years for which appeals are pending with Appellate authorities. 1,798.13 1,930.18

* In addition to the above, various lenders have filed suits or have obtained orders from various legal authorities for which the company has filed appeals / counter litigations. At this stage it is not possible to quantify the liability and being contingent in nature, no provision has been made in accounts.

4. In view of the exemption granted vide notification number S.O. 301(E) dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the information required vide para 3(i)(a), 3(ii)(a), 3(ii)(b), 3(ii)(d) of part II of Schedule VI of the Companies Act, 1956 has not been given.

5. Zero Coupon Foreign Currency Convertible Bonds

On January 16, 2013, the Company has made an issue o f zero coupon convertible bonds aggregating to US$ 15 Million (approximately Rs. 82.17 crores) comprising of 10 (aggregating to US$ 10,00,000) zero coupon convertible bonds due 2018 ("Series A FCCBs"), 10 (aggregating to US$ 10,00,000) zero coupon convertible bonds due 2018 ("Series B FCCBs"), 25 (aggregating to US$ 25,00,000) zero coupon convertible bonds due 2018 ("Series C FCCBs"), 35 (aggregating to US$ 35,00,000) zero coupon convertible bonds due 2018 ("Series D FCCBs"), 35 (aggregating to US$ 35,00,000) zer o coupon convertible bonds due 2018 ("Series E FCCBs"), 35 (aggregating to US$ 35,00,000) zero coupon convertible bonds due 2018 ("Series F FCCBs").

a. Each fully paid up series A, B, C, D, E and F, (unless previously redeemed or purchased and cancelled) will be converted by the Bondholder at any time on or after February 16, 2013 but prior to close of business on January 18, 2018. Each bond will be converted into fully paid up equity shares of Rs. 10 each at a premium of Rs. 1.92 per share, at a price of Rs. 11.92 per share at a fixed exchange rate conversion of Rs. 54.7773 per US Dollar.

b. Three percent (3%) of the offer price payable on each of the Series A,B, C, D, E and F FCCBs is paid by the holder of bonds on January 16, 2013. The remaining ninety seven percent (97%) of the payment of the offer price payable on each of the Series A,B, C, D, E and F FCCBs shall be payable.

c. Where there is a default by any Series A, B, C, D, E an d F FCCB Bondholder, in paying the balance of the issue amount due in respect of such Bonds, the Company has right to convert each partly paid bonds to the extent amount paid up on the relevant Series A, B, C, D, E and F FCCBs i.e, three percent (3%), and the balance ninety seven per cent (97%) shall stand cancelled and each respective Series A, B, C, D, E and F FCCB (on which default has been committed) shall each be convertible to fully paid-up Equity Shares of face value of Rs.10 each at a premium of Rs . 1.92 per Equity Share, at a price of Rs.11.92 per share.

d. Ninety Seven per cent (97%) o f the three bonds from Series A paid on November 8, 2013. Remaining seven bonds of the Series A stand cancelled due to default of the payment from the subscriber of the bonds.

e. As per the terms, the company was required to allot equity shares on cancellation of bonds due to default of the payment from the subscriber of the bonds. The company has yet to allot shares for such default of bonds.

f. The expenses in curred on issue of zero coupon convertibles have been set off against securities premium account.

6. Related Party Disclosure –

A) Related Party and their Relationship

Name of the Party Relationship

Kiri International (Mauritius) Wholly Owned Subsidiary Private Limited

Synthesis International Limited Wholly Owned Subsidiary

SMS Chemicals Co. Limited Wholly Owned Subsidiary

Chemhub Trading DMCC Wholly Owned Subsidiary

Kiri Investment and Trading Wholly Owned Subsidiary Singapore Private Limited

Lonsen Kiri Chemical Industries Joint Venture Ltd.

Dystar Global Holdings Associate Company (Singapore) Pte. Ltd

Kiri Infrastru cture Pvt. Ltd. Associate Company

Mr. Pravin A Kiri Key Managerial Personnel

Mr. Manish P Kiri Key Managerial Personnel

Mrs. Arunaben P Kiri Relative of Key Managerial Personnel

Mrs. Anupama M. Kiri Relative of Key Managerial Personnel

Pravin A. Kiri - HUF HUF of Key Managerial Personnel

7. Segment Reporting

The Company operates mainly in manufacturing of Dyes, Dyes intermediates and Basic Chemicals. All other activities are incidental thereto, which have similar risk and return, accordingly, there are no separate reportable Segment as far as primary Segment is concerned.

8. Employee Benefits:

The present value of gratuity and leave encashment obligations is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of services as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

9. The company has not received information from the suppliers regarding their status under The Micro, Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any relating to amounts unpaid as at the balance sheet date together with inter est paid or payable as per the requirement under the said Act, have not been made.

10. Derivative Instruments:

The company has entered into forward contracts to offset foreign currency risks arising from the amounts denominated in currencies other than the Indian Rupee. The counter parties to such forward contracts are banks. Consequent to the announcement issued by the Institute of Chartered Accountants of India on Accounting of Derivatives, details of derivatives contracts outstanding as on March 31, 2014.


Mar 31, 2013

1. The Debit and Credit balances of debtors, creditors, loans and advances are subject to confirmation and reconciliation, if any and they are stated in the Balance Sheet if realized in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

2. Extra ordinary items include derivative losses of Rs. 8,118.26 lacs & loss on conversion of foreign currency loans to Indian currency following restructuring of loans by the banks of Rs. 3,040.93 lacs.

3 Contingent Liabilities (Rs. In Lacs)



Particulars 2012-2013 2011-2012

Outstanding Letter of Credits issued by Banks 555.88 2,298.22

Guarantees given by Banks on behalf of the Company for various purposes. 168.06 25,286.23

Corporate Guarantees given by the Company on behalf of the 8,900.00 8,900.00

Joint Venture Company.

Corporate Guarantees given by the Company on behalf of - 8,865.27 wholly owned Subsidiary Company.

Disputed Income Tax / Excise matters for various assessment years for 1930.18 1,886.44 which appeals are pending with Appellate authorities.

In addition to the above, various lenders have filed suits or have obtained orders from various legal authorities for which the company has filed appeals / counter litigations. At this stage it is not possible to quantify the liability and being contingent in nature, no provision has been made in accounts. Further, no provision has been made in accounts in respect of import duty which may become payable on failure to comply with necessary export obligations.

4 During the year under review, at the express request by the company, the consortium bankers agreed to restructure their loans and accordingly, all the foreign currency loans were converted into local currency loans, part of working capital loans were converted into term loans, derivative losses were funded and other concessions were also given by the banks on stipulated terms and conditions. Similarly, non consortium bankers have also sanctioned certain concessions to the company on stipulated terms and conditions.

5 In view of the exemption granted vide notification number S.O. 301(E) dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the information required vide para 3(i)(a), 3(ii)(a), 3(ii)(b), 3(ii)(d) of part II of Schedule VI of the Companies Act, 1956 has not been given.

6. Zero Coupon Foreign Currency Convertible Bonds

On January 16, 2013, the Company has made an issue of zero coupon convertible bonds aggregating to USD 15 Million (approximately Rs. 82.17 crores) comprising of 10 (aggregating to US$ 10,00,000) zero coupon convertible bonds due 2018 ("˜Series A FCCBs" ), 10 (aggregating to US$ 10,00,000) zero coupon convertible bonds due 2018 ("˜Series B FCCBs" ), 25 (aggregating to US$ 25,00,000) zero coupon convertible bonds due 2018 ("˜Series C FCCBs" ), 35 (aggregating to US$ 35,00,000) zero coupon convertible bonds due 2018 ("˜Series D FCCBs" ), 35 (aggregating to US$ 35,00,000) zero coupon convertible bonds due 2018 ("˜Series E FCCBs" ), 35 (aggregating to US$ 35,00,000) zero coupon convertible bonds due 2018 ("˜Series F FCCBs" )

a. Each fully paid up series A, B, C, D, E and F, (unless previously redeemed or purchased and cancelled) will be converted by the Bondholder at any time on or after February 16, 2013 but prior to close of business on January 18, 2018. Each bond will be converted into fully paid up equity shares of Rs. 10 each at a premium of Rs. 1.92 per share, at a price of Rs. 11.92 per share at a fixed exchange rate conversion of Rs. 54.7773 per US Dollar.

b. Three percent (3%) of the offer price payable on each of the Series A,B, C, D, E and F FCCBs is paid by the holder of bonds on January 16, 2013. The remaining ninety seven percent (97%) of the payment of the offer price payable on each of the Series A,B, C, D, E and F FCCBs shall be payable on the earlier of the Conversion Date or the due date specified in the table below :

c. Where there is a default by any Series A, B, C, D, E and F FCCB Bondholder, in paying the balance of the issue amount due in respect of such Bonds, the Company has right to convert each partly paid bonds to the extent amount paid up on the relevant Series A, B, C, D, E and F FCCBs i.e, three percent (3%) and the balance ninety seven percent (97%) shall stand cancelled and each respective Series A, B, C, D, E and F FCCB (on which default has been committed) shall each be convertible to fully paid-up Equity Shares of face value of Rs.10 each at a premium of Rs. 1.92 per Equity Share, at a price of Rs.11.92 per share.

d. The expenses incurred on issue of zero coupon convertibles have been set off against securities premium account.

7. The Company had acquired DyStar Group in February, 2010 jointly with its Chinese Partner, Well Prospering Limited (WPL) which had invested Euro 22 Million in DyStar Group in form of Zero Coupon Convertible Bond with an option of conversion of same in equity shares any time within five years of the date of issue of Bond. On July 14 2012, Well Prospering Limited has transferred zero coupon convertible bond of Euro 22 million to Senda International Capital Limited. On 26th December, 2012 Senda International Capital Limited has exercised its right and converted the same into Equity. As a result, the company''s stake has reduced to 37.15 % in DyStar Global Holdings (Singapore) Pte Ltd.

8 Segment Reporting

The Company operates mainly in manufacturing of Dyes, Dyes intermediates and Basic Chemicals. All other activities are incidental thereto, which have similar risk and return, accordingly, there are no separate reportable Segment as far as primary Segment is concerned :

9 The company has not received information from the suppliers regarding their status under The Micro, Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any relating to amounts unpaid as at the balance sheet date together with interest paid or payable as per the requirement under the said Act, have not been made.

10 Derivative Instruments:

The company has entered into forward contracts to offset foreign currency risks arising from the amounts denominated in currencies other than the Indian Rupee. The counter parties to such forward contracts are banks.

Consequent to the announcement issued by the Institute of Chartered Accountants of India on Accounting of Derivatives, details of derivatives contracts outstanding as on 31st March, 2013 are as under:

11 Figures have been rounded off to the nearest rupee and figures of previous year have been regrouped, reclassified and readjusted wherever found necessary.


Mar 31, 2012

1 DEFERRED TAX

The Company estimates deferred tax liabilities using the applicable rate of taxation based on the impact of timing difference between financial statements and estimated taxable income for the current year. The net deferred tax liabilities as at March 31, 2012 is given as below:

2 The Debit and Credit balances of debtors, creditors, loans and advances are subject to confirmation and reconciliation, if any and they are stated in the Balance Sheet if realized in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

3 Exceptional items include derivative losses of Rs. 2,184.12 lacs.

4 Contingent Liabilities (Rs. In Lacs)

Particulars 2011-2012 2010-2011

Outstanding Letter of Credits issued by Banks. 2,298.22 3,391.67

Guarantees given by Banks on behalf of the Company for various purposes. * 25,286.23 33,865.38

Corporate Guarantees given by the Company on behalf of the 8,900.00 8,900.00

Joint Venture Company.

Corporate Guarantees given by the Company on behalf of wholly owned Subsidiary Company. * 8,865.27 10,000.00

Disputed Income Tax / Excise matters for various assessment years for 1,886.44 1,443.52

which appeals are pending with Appellate authorities.

* Out of the above, the loans availed for Dystar Acquisition have been paid after 31st March, 2012 in full for which the Company had given corporate guarantees amounting to Rs. 33936.44 lacs.

5 In order to reduce the impact of existing debt and to ensure smoother cash flow, the Company has requested its consortium bankers to provide relaxation to its debts to which the consortium bankers have agreed in principle. The final approval from some banks has been received whereas that from the remaining banks is awaited. Further, due to heavy recession and sluggish market, the Company has decided to shelve some of the projects under construction. The losses which are likely to occur on sale or disposal are unascertainable at this stage and therefore no provision has been made in accounts for the same. The Company is under negotiation with banks for funding of these losses.

6 In view of the exemption granted vide notification number S.O. 301(E) dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the information required vide para 3(i)(a), 3(ii)(a), 3(ii)(b), 3(ii)(d) of part II of Schedule VI of the Companies Act, 1956 has not been given.

7 Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges:

(a) Loans and advances in the nature of Loans given to subsidiaries and associates in which Directors are interested.

Note: The figures of SMS Chemicals Co. Limited subsidiaries have been compiled from 29th October 2011 to 31st March 2012, as the entities become related party from 29th October 2011.

As there is no commission paid to any of the Directors, the computation of profit u/s 198 and 350 of the Companies Act, 1956 has not been given.

8 Segment Reporting

The Company operates mainly in manufacturing of Dyes, Dyes intermediates and Basic Chemicals. All other activities are incidental thereto, which have similar risk and return, accordingly, there are no separate reportable Segment as far as primary Segment is concerned :

9 Employees Benefits:

The present value of gratuity and leave encashment obligations is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of services as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

10 The Company has not received information from the suppliers regarding their status under The Micro, Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any relating to amounts unpaid as at the Balance Sheet date together with interest paid or payable as per the requirement under the said Act, have not been made.

11 Derivative Instruments:

The Company has entered into forward contracts to offset foreign currency risks arising from the amounts denominated in currencies other than the Indian Rupee. The counter parties to such forward contracts are banks.

Consequent to the announcement issued by the Institute of Chartered Accountants of India on Accounting of Derivatives, details of derivatives contracts outstanding as on March 31, 2012 are as under:

In respect of the outstanding derivatives and forward contracts, the Company has booked losses of Rs. 6135.27 lacs after 31st March, 2012 following the termination for unexpired leg of contracts. The Company has requested the relevant bankers for funding of this loss which is under consideration by the bank. Upon such termination, the hedge of export receivable now stands cancelled implying the exchange rate risk on the export is now open to market fluctuation. The contracts with other banks are under negotiation for funding.

12 Figures have been rounded off to the nearest rupee and figures of previous year have been regrouped, reclassified and readjusted wherever found necessary.


Mar 31, 2011

1. Figures have been rounded off to the nearest rupee and figures of previous year have been regrouped, reclassified and readjusted wherever found necessary.

2. The Debit and Credit balances of debtors, creditors, loans and advances are subject to confirmation and reconciliation, if any and they are stated in the Balance Sheet if realized in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

3. Exceptional items include derivative losses of Rs. 388.45 Lacs, one time appraisal fees Rs. 400.00 Lacs, legal expenses on dispute settlement on Acquisition of Rs. 307.01 Lacs and reversal of provision of income on settlement Rs. 188.42 Lacs.

(Rs. In Lacs)

2010-11 2009-10

4 Contingent Liabilities

Outstanding Letter of Credits issued by Banks 3391.67 2,196.58

Guarantees given by Banks on behalf of the Company for various purposes 33,865.38 33,667.73

Corporate Guarantees given by the Company on behalf of the Joint Venture Company. 8,900.00 8,900.00

Corporate Guarantees given by the Company on behalf of wholly owned Subsidiary Company. 10,000.00 10,000.00

Disputed Income Tax / Excise matters for various assessment years for which 1,443.52 1,386.00 appeals are pending with Appellate authorities.

5 Secured Loans

Term loans/Corporate Loan from State Bank of India, Bank of India and Oriental Bank of Commerce are secured by (1) first pari passu charge on specified Fixed Assets of the Company located at Vatva and Padra factory premises (2) second pari passu charge on Fixed Assets of intermediates expansion project of the Company and entire movable plant and machinery & current assets of the Company and (3) the personal guarantee of the promoters/directors of the Company. Term loan from Bank of India for Sulphuric Acid Project is secured by (1) first and exclusive charge on specified Plant & Machinery (2) first pari passu charge on specified Fixed Assets of the Company located at Vatva and Padra factory premises (3) second pari passu charge on Fixed Assets of intermediates expansion project of the Company and entire movable plant and machinery & current assets of the Company and (4) the personal guarantee of the promoters/ directors of the Company. Working Capital loans from State Bank of India, Bank of India, Oriental Bank of Commerce, Export Import Bank of India, Punjab National Bank and Standard Chartered Bank are secured by (1) hypothecation of Raw Materials, Stock in Process, Finished Goods, Stores, Spares, Consumables, Receivables and all others present and future chargeable current assets by way of first charge ranking pari passu (2) second pari passu charge by way of extension of charge over entire Fixed Assets of the Company situated at Vatva and Padra factory premises, including Fixed Assets of intermediates expansion project of the Company and (2) the personal guarantee of the promoters/ directors of the Company. Term Loans from State Bank of India and Punjab National Bank for Intermediate expansion project are secured by (1) First pari passu charge on Fixed Assets of intermediates expansion project of the Company located at padra, Vadodara (2) second charge on entire Fixed Assets of the on specified Fixed Assets of the Company and located at Vatva and Padra factory premises and entire movable plant and machinery & current assets of the Company and (3) the personal guarantee of the promoters/directors of the Company. Corporate Loan of State Bank of India further secured by Pledge of Shares of the Company held by Promoter of the Company and pledge of Key man insurance policy of Managing Director of the Company. Term Loan of Bank of India for sulfuric acid project further secured by Pledge of shares of the Company held by promoter of the Company. Factoring facilities from SBI Global Factors Limited are secured by hypothecation of stock, book debts and receivables of specific customers/suppliers of the Company. Both term loans and working capital facilities are collaterally secured on pari passu basis by equitable mortgage of immovable properties belonging to the promoters of the Company and assignment of key man insurance policy of the Managing Director of the Company.

6. In view of the exemption granted vide notification number S.O. 301(E) dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the information required vide para 3(i)(a), 3(ii)(a), 3(ii)(b), 3(ii)(d) of part II of Schedule VI of the Companies Act, 1956 has not been given.

7. Related Party Disclosure

A) Related Party And Their Relationship

Name of the Party Relationship

Kiri International (Mauritius) Private Limited Wholly Owned Subsidiary

Kiri Holding Singapore Private Limited Wholly Owned Subsidiary

Synthesis International Limited Wholly Owned Subsidiary

Kiri Investment and Trading Singapore Private Limited Step down subsidiary

DyStar Colours Deutschland GmbH Step down subsidiary

DyStar Colours Distribution GmbH Step down subsidiary

DyStar Nanjing Colours Co., Ltd. Step down subsidiary

DyStar Pakistan (Pvt) Ltd. Step down subsidiary

DyStar (Singapore) Pte. Ltd. Step down subsidiary

DyStar South Africa (PTY) Ltd. Step down subsidiary

DyStar Taiwan Ltd. Step down subsidiary

DyStar Tekstil Boya ve Teknol Sanayi Ticaret Limited Sirketi Step down subsidiary

DyStar Textile Services (Shanghai) Co Ltd. Step down subsidiary

DyStar Thai Ltd. Step down subsidiary

DyStar UK Ltd. Step down subsidiary

DyStar Wuxi Colours Co. Ltd. Step down subsidiary

PT DyStar Colours Indonesia Step down subsidiary

Boehme Asia Limited Step down subsidiary

Dr. TH. Boehme Chem. Fabrik GmbH Step down subsidiary

DyStar Anilinas Texteis Lda. Step down subsidiary

DyStar (Shanghai) Trading Co. Ltd Step down subsidiary

DyStar Auxiliaries Qingdao Co. Ltd. Step down subsidiary

DyStar Benelux S.P.R.L. Step down subsidiary

DyStar Chemicals Israel Ltd. Step down subsidiary

DyStar China Ltd. Step down subsidiary

DyStar de Mexico, S. de R.L. de C.V. Step down subsidiary

DyStar France S.A.R.L. Step down subsidiary

DyStar Hispania, S.L. Step down subsidiary

DyStar India Private Limited Step down subsidiary

DyStar Industria e Comercio de Produtos Quimicos Ltda. Step down subsidiary

DyStar Italia S.r.l Step down subsidiary

DyStar Japan Ltd. Step down subsidiary

DyStar Kimya Sanayi ve Ticaret Ltd. Step down subsidiary

DyStar Korea Ltd. Step down subsidiary

DyStar Boehme Africa (Pty) Ltd. Step down subsidiary

Boehme South America Industrial Ltda. Step down subsidiary

Texanlab Laboratories Private Limited Step down subsidiary

Boehme (Hangzhou) Chemical Auxiliary Co. Ltd. Step down subsidiary

DyStar Denim GmbH Step down subsidiary

Boehme Argentina S.R.L. Step down subsidiary

Amichem Chemicals Ltd. Step down subsidiary

DyStar Acquisition Corporation Step down subsidiary

DyStar Americas Holding Corp. Step down subsidiary

DyStar LP Step down subsidiary

Boehme Filatex Canada Inc. Step down subsidiary

DyStar Auxiliaries GmbH Step down subsidiary

Lonsen Kiri Chemical Industries Ltd. Joint Venture

Mr. Pravin A. Kiri Key Managerial Personnel

Mr. Manish P. Kiri Key Managerial Personnel

Mrs. Aruna P. Kiri Key Managerial Personnel

Mr. Shanker R. Patel Key Managerial Personnel

Kiri Infrastructure Pvt. Ltd. Associate Company

Unique Dyechem Entity Controlled by Key Managerial Personnel

8. Employees Benefits:

The present value of gratuity and leave encashment obligations is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of services as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

9 The Company has not received information from the suppliers regarding their status under The Micro, Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any relating to amounts unpaid as at the balance sheet date together with interest paid or payable as per the requirement under the said Act, have not been made.

10. Derivative Instruments:

The Company has entered into forward contracts to offset foreign currency risks arising from the amounts denominated in currencies other than the Indian Rupee. The counter parties to such forward contracts are banks.


Mar 31, 2010

1. Figures have been rounded off to the nearest rupee and figures of previous year have been regrouped, reclassified and readjusted wherever found necessary.

2. The Debit and Credit balances of debtors, creditors, loans and advances are subject to confirmation and reconciliation, if any and they are stated in the Balance Sheet if realized in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

3. During the year under review, a survey u/s. 133A of the Income Tax Act, 1961 was conducted by the Income Tax Department. The company disclosed a sum of Rs. 2489 Lacs towards land and stock of goods. Appropriate entries have been passed in the books of accounts by the Company. The company carries the inventory disclosed. The disclosed income has been shown under the head Exceptional items.

4. Exceptional items include the amount net of the disclosed income in the Income Tax Survey and Derivative Losses.

5. During the year, the company, through its wholly owned subsidiary Kiri Holding Singapore Private Limited, has acquired assets of DyStar Textilfarben GmbH and DyStar Textilfarben GmbH & Co. Deutschland KG. (DyStar) along with its 36 subsidiaries to strengthen its forward integration growth drive.

6. During the year the company commenced commercial production of its another backward integration plant for manufacturing of basic chemicals i.e. Sulphuric Acid, Oleum and Chloro Sulphonic Acid with a combined capacity of 500 MT/day. The company also commenced 3.5 MW co-generation steam based power plant at village Dudhwada, Taluka Padra, District Vadodara.

During the year the company commenced commercial production of Acetanilide, with the installed capacity of 12000 MTPA at Village Dudhwada, Taluka Padra, District Vadodara, which is used in the manufacturing of Vinyl Sulphone.

(Rs. in Lacs) 2009-10 2008-09

7 Estimated amount of contracts remaining to be executed on capital 444.14 770.07 account and not provided for

8 Contingent Liabilities

Outstanding Letter of Credits issued by Banks 2,196.58 2,124.39

Guarantees given by Banks on behalf of the Company for various purposes 33,667.73 93.00

Corporate Guarantees given by the Company on behalf of the Joint Venture Company. 8,900.00 0.00

Corporate Guarantees given by the Company on behalf of the Subsidiary Company. 10,000.00 0.00

Disputed Income Tax/Excises matters for various assessment years for which 607.26 327.69 appeals are pending with Appellate authorities.

9. Secured Loans

Term loan from State Bank of India, Bank of India and Oriental Bank of Commerce are secured against first charge ranking pari passu on specified fixed assets of the company created / to be created out of the said loan and located at Vatva and Padra factory premises, extension of charge over chargeable current assets of the company ranking pari passu and by the personal guarantee of the promoters/directors of the company.

Term loan from Bank of India for Sulphuric Acid Project is secured by the first and exclusive charge on specified plant & Machinery.

Working Capital loans from State Bank of India, Bank of India, Oriental Bank of Commerce and EXIM Bank are secured against hypothecation of Raw Materials, Stock in Process, Finished Goods, Stores, Spares, Consumables, Receivables and all other present and future chargeable current assets by way of first charge ranking pari passu and second Pari passu charge by way of extension of charge over Fixed Assets of the company situated at Vatva and Padra factory premises and by the personal guarantee of the promoters/ directors of the company.

Both term loans and working capital facilities are collaterally secured on pari passu basis by equitable mortgage of immovable properties belonging to the chairman and one director of the company and assignment of key man insurance policy of the managing director of the company.

10. Related Party Disclosure

A) Related Party and their Relationship

Name of the Party Relationship

Kiri International (Mauritius) Private Limited Wholly Owned Subsidiary

Kiri International Hong Kong Limted Wholly Owned Subsidiary

Kiri Holding Singapore Private Limited Wholly Owned Subsidiary

Kiri Investment and Trading Singapore Private Limited Step down subsidiary

DyStar Colours Deutschland GmbH Frankfurt Step down subsidiary

DyStar Colours Distribution GmbH Frankfurt Step down subsidiary

DyStar Nanjing Colours Co., Ltd. Step down subsidiary

DyStar Pakistan (Pvt) Ltd. Step down subsidiary

DyStar Singapore Private Ltd. Step down subsidiary

DyStar South Africa (PTY) Ltd.Step down subsidiary

DyStar Taiwan Ltd. Step down subsidiary

DyStar Tekstil Boya ve Teknolojisi Sanayi Ticaret Limited Sirketi Step down subsidiary

DyStar Textile Services (Shanghai) Co Ltd. Step down subsidiary

DyStar Thai Ltd. Step down subsidiary

DyStar UK Ltd. Step down subsidiary

DyStar Wuxi Colours Co., Ltd. Step down subsidiary

PT DyStar Colours Indonesia Step down subsidiary

Boehme Asia Limited Step down subsidiary

Dr. TH. Boehme Chem. Fabrik Gesellschaft m.b.H Step down subsidiary

DyStar - Anilinas Texteis Lda. Step down subsidiary

DyStar (Shanghai) Trading Co., Ltd Step down subsidiary

DyStar Auxiliaries Qingdao Co., Ltd. Step down subsidiary

DyStar Benelux S.P.R.L. Step down subsidiary

DyStar Chemicals Israel Ltd. Step down subsidiary

DyStar China Ltd. Step down subsidiary

DyStar de Mexico, S. de R.L. de C.V. Step down subsidiary DyStar France S.A.R.L. Step down subsidiary

DyStar Hispania, S.L. Step down subsidiary

Name of the Party Relationship

DyStar India Private Limited Step down subsidiary

DyStar Industria e Comercio de Produtos Quimicos Ltda. Step down subsidiary

DyStar Italia S.r.l Step down subsidiary

DyStar Japan Ltd. Step down subsidiary

DyStar Kimya Sanayi ve Ticaret Ltd. Step down subsidiary

DyStar Korea Ltd. Step down subsidiary

DyStar Boehme Africa (Pty) Ltd. Step down subsidiary

Boehme South America Industrial Ltda. Step down subsidiary

Texanlab Laboratories Private Limited Step down subsidiary

Boehme (Hangzhou) Chemical Auxiliary Co. Ltd. Step down subsidiary

DyStar Denim GmbH Step down subsidiary

Boehme Argentina S.R.L. Step down subsidiary

DyStar Tekstil Boyalari Ticaret Ltd. Step down subsidiary

Amichem Chemicals Ltd. Step down subsidiary

Lonsen Kiri Chemicals Industries Ltd. Joint Venture

Mr. Pravinbhai A Kiri Key Managerial Personnel

Mr. Manishbhai P Kiri Key Managerial Personnel

Mrs. Arunaben P Kiri Key Managerial Personnel

Kiri Infrastructure Pvt. Ltd. Entity Controlled by Key Managerial Personnel

Unique Dyechem Entity Controlled by Key Managerial Personnel

11 Segment Reporting

The Company operates mainly in manufacturing of Dyes and intermediates. All other activities are incidental thereto, which have similar risk and return, accordingly, there are no separate reportable Segment as far as primary Segment is concerned

12. Employees Benefits:

The present value of gratuity and leave encashment obligations is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of services as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

13 The company has not received information from the suppliers regarding their status under The Micro, Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any relating to amounts unpaid as at the balance sheet date together with interest paid or payable as per the requirement under the said Act, have not been made.

14 Derivative Instruments:

The company has entered into forward contracts to offset foreign currency risks arising from the amounts denominated in currencies other than the Indian Rupee. The counter parties to such forward contracts are banks.

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