Notes to Accounts of Noble Explochem Ltd.

Mar 31, 2016

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 34th Annual General Meeting

of the Company to be held on 30th September 2016 at 54/B, Shree Tower, West High Court Road, Shankar Nagar (E) Nagpur – 440010 and at any adjourned thereof in respect of such resolutions as are indicated below

1. The proxy form must be deposited at the registered office of the company at 54/B, shree tower, Shankar Nagar (E), West High Court Road, Nagpur 440 010, not less than forty-eight hours before the commencement of the meeting.

2. It is optional to put the ‘X’ in the appropriate column against the resolutions indicated in the Box. If you leave blank against any or all resolutions, your proxy will be entitled to vote in the manner as thinks appropriate

I hereby exercise my vote in respect of Ordinary/Special resolution enumerated below by recording

my assent or dissent to the said resolution in the following manner:

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Mar 31, 2014

1. The Notes referred to in the Balance Sheet and Profit & Loss Account forms as integral part of the accounts.

2. The reference made by the company to the Board for Industrial and Financial Reconstruction (BIFR) for declaring the company as sick on the basis of audited accounts for the year ended 31st March, 2008, although was initially rejected but on appeal the case was registered in 2011 and the company was declared as sick vide order dated 22nd July, 2011 and appointed IDBI Bank as Operating Agency to prepare Draft Rehabilitation Scheme.

3. Depreciation on fixed assets has not been provided as the company''s operations are discontinued from Dec, 2006.

4. As per the tripartite arrangement dated 9th January, 2008 between the company and their bankers

Indian Overseas Bank and M/s. Yatish Trading Co. Pvt. Ltd. the outstanding bank loan was assigned by creating equitable mortgage on the existing freehold land and charge on other fixed assets in favour of the later party. One of the group companies of M/s. Yatish Trading Co. Pvt. Ltd. entered into a contract manufacturing agreement with the company for manufacture of chemical products on payment of interest free loan of Rs.12.00 cr. The contractor failed in their commitment as neither manufacturing activity was undertaken nor the agreed interest free loan was given and with the result the company suffered continues losses. In view of this the company has filed a suit in Bombay High Court for recovery of damages of Rs. 75.00 crore against the group company and M/s. Yatish Trading Co. Pvt. Ltd. jointly.

5. Shareholder wise reconciliation in respect of calls-in-arrears is yet to be received from the Registrar and Transfer Agent of the Company.

6. The Company has imported emulsion plant under EPCG scheme in the 2003-04 with an export obligation of Rs.1246.67 lacs to be fulfilled within a period of eight years. So far company has exported goods worth Rs.219.30 lacs.

7. Short term-Loans and Advances of Rs117.69 lacs recoverable in cash or kind are subject to confirmations, and reconciliation thereof, if any.

8. The amount in respect of other current assets, Trade Payables, Unsecured Loans and other current liabilities are subject to confirmations and reconciliation thereof, if any.

9. The Company has opted for One Time Settlement (OTS) Scheme with the Shikshak Sahakari Bank Ltd. As per the scheme the company has to pay Rs.1,93,94,506/-to the bank including interest by way of upfront payment of Rs.48,79,000/- and balance Rs.1417000/-in equal 11 no of installments. The company has provided the interest in the books. Balance interest will be provided in the year of payment.

In conformity with Accounting Standard 22 "Taxes on Income", in absence of virtual certainty, unabsorbed business loss under income tax have not been considered for recognition of deferred tax assets, accirdingly during the year, no deferred tax provision has been made.

10. Contingent Liabilities:

i. Claims against the Company not acknowledged as debts - Rs. 110364 thousands (PY Rs.110364 thousands)

ii. The following claims against the Company has been disputed with various statutory authorities:

A) Sales Tax amounting to Rs. 61370.83 thousand (PY Rs. 61370.83 thousand)

11. As per requirement of section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 following information has been disclosed. This information takes into account only those suppliers who have responded to the enquiries made by the Company for this purpose.

Notes: Related parties as disclosed by the Management and relied upon by the Auditors. There is no amount written off / written back due from / to related parties.

12. The Company has not carried on any business activity during the financial year; hence segment wise reporting in terms of Accounting Standard 17 ''Segment Reporting'' issued by Institute of Chartered Accountants of India is not applicable.

13. The previous year''s figures have been regrouped, rearranged, reclassified and reworked wherever necessary. Amounts and other disclosures for the preceding year are included as an integral part of current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.

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Mar 31, 2013

1. The Notes referred to in the Balance Sheet and Profit & Loss Account forms as integral part of the accounts.

2. The reference made by the company to the Board for Industrial and Financial Reconstruction (BIFR) for declaring the company as sick on the basis of audited accounts for the year ended 31st March, 2008, although was initially rejected but on appeal the case was registered in 2011 and the company was declared as sick vide order dated 22nd July, 2011 and appointed IDBI Bank as Operating Agency to prepare Draft Rehabilitation Scheme.

3. As per the tripartite arrangement dated 9lh January, 2008 between the company and their bankers Indian Overseas Bank and M7s. Yatish Trading Co. Pvt. Ltd. the outstanding bank loan was assigned by creating equitable mortgage on the existing freehold land and charge on other fixed assets in favour of the later party. One of the group companies of M/s. Yatish Trading Co. Pvt. Ltd. entered into a contract manufacturing agreement with the company for manufacture of chemical products on payment of interest free loan of Rs. 12.00 cr. The contractor failed in their commitment as neither manufacturing activity was undertaken nor the agreed interest free loan was given and with the result the company suffered continues losses. In view of this the company has filed a suit in Bombay High Court for recovery of damages of Rs. 75.00 crore against the group company and M/s. Yatish Trading Co. Pvt. Ltd. jointly.

4. Shareholder wise reconciliation in respect of calls-in-arrears is yet to be received from the Registrar and Transfer Agent of the Company.

5. The Company has imported emulsion plant under EPCG scheme in the 2003-04 with an export obligation of Rs. 1246.67 lacs to be fulfilled within a period of eight years. So far company has exported goods worth Rs.219.30 lacs.

6. Loans and Advances of Rs. 109.63 lacs recoverable in cash or kind are subject to confirmations, and reconciliation thereof, if any.

7. The amount in respect of other current assets, Trade Payables, Unsecured Loans and other current liabilities are subject to confirmations and reconciliation thereof, if any.

8. The Company has opted for One Time Settlement (OTS) Scheme with the Shikshak Sahakari Bank Ltd. As per the scheme the company has to pay Rs.1,93,94,506/-to the bank including interest by way of upfront payment of Rs.48,79,000/- and balance Rs.1417000/-in equal 11 no of installments. The company has provided the interest in the books. Balance interest will be provided in the year of payment.

9. Contingent Liabilities:

i. Claims against the Company not acknowledged as debts - Rs. 10170.68 thousands (PY Rs.10170.68 thousands)

ii. The following claims against the Company has been disputed with various statutory authorities:

A) Sales Tax amounting to Rs. 61370.83 thousand (PY Rs. 61370.83 thousand)

Note: The Company has neither provided nor paid any interest on outstanding dues to MSME creditors during the financial year.

10. Related Party disclosures:

a. Key Management Personnel: i. Mr. R.C. Kothari

ii. Mr. T.C. Kothari

b. Relatives of Key Management Personnel: i. Mr. Sidharth Kothari

ii. Mr. Piyush Kothari

c. Subsidiary-NIL

d. Fellow Subsidiary-NIL

e. Holding Company-NIL

f. Associates:

i. Akar Labels (P) Ltd.

ii. Great Hights Trade Links (P) Ltd.

iii. Salvia Investments & Traders (P) Ltd.

iv. Apex Explosives Pvt. Ltd

v. Apex Detonator Pvt. Ltd

vi. Kothari Explosives

vii. Kothari Enterprises

viii. Ganpati enterprises

Notes: Related parties as disclosed by the Management and relied upon by the Auditors. There is no amount written off / written back due from / to related parties.

11. The Company has not carried on any business activity during the financial year; hence segment wise reporting in terms of Accounting Standard 17 ''Segment Reporting'' issued by Institute of Chartered Accountants of India is not applicable.

12. The previous year''s figures have been regrouped, rearranged, reclassified and reworked wherever necessary. Amounts and other disclosures for the preceding year are included as an integral part of current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.

As per our attached report of even date

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Mar 31, 2012

1. The Schedules referred to in the Balance Sheet and Profit & Loss Account forms as integral part of the accounts.

2. The reference made by the company to the Board for Industrial and Financial Reconstruction (BIFR) for declaring the company as sick on the basis of audited accounts for the year ended 31st March' 2008' although was initially rejected but on appeal the case was registered in 2011 and the company was declared as sick vide order dated 22nd July' 2011 and appointed IDBI Bank as O.A. to prepare DRS.

3. Depreciation on fixed assets has not been provided as the company's operations are discontinued from Dec' 2006..

4. As per the tripartite arrangement dated 9th January' 2008 between the company and their bankers Indian Overseas Bank and M/s. Yatish Trading Co. Pvt. Ltd. the outstanding bank loan was assigned by creating equitable mortgage on the existing freehold land and charge on other fixed assets in favour of the later party. One of the group companies of M/s. Yatish Trading Co. Pvt. Ltd. entered into a contract manufacturing agreement with the company for manufacture of chemical products on payment of interest free loan of Rs.12.00 cr. The contractor failed in their commitment as neither manufacturing activity was undertaken nor the agreed interest free loan was given and with the result the company suffered continues losses. In view of this the company has filed a suit in Bombay High Court for recovery of damages of Rs. 72.37crore against the group company and M/s. Yatish Trading Co. Pvt. Ltd. jointly.

5. Shareholder wise reconciliation in respect of calls-in-arrears is yet to be received from the Registrar and Transfer Agent of the Company.

6. The Company has imported emulsion plant under EPCG scheme in the 2003-04 with an export obligation of Rs. 1246.67 lacs to be fulfilled within a period of eight years. So far company has exported goods worth Rs.219.30 lacs.

7. Loans and Advances of Rs. 106.23 lacs recoverable in cash or kind are subject to confirmations.

8. The amount in respect of other current assets' Trade Payables' Unsecured Loans and other current

9. Auditors' Remuneration (excluding service tax):

Audit Fees Rs. 30'000/-

10. Contingent Liabilities:

i. Claims against the Company not acknowledged as debts Rs. 10170.68 thousands (PY Rs.

10170.68 thousands) ii. The following claims against the Company has been disputed with various statutory authorities:

A) Sales Tax amounting to Rs. 61370.83 thous (PY Rs. 61370.83 thous)

B) Exe4se Duty amounting to Rs: 15.90 lacs (PY Rs. 15.90 lacs )

11. As per requirement of section 22 of the Micro' Small and Medium Enterprises Development Act' 2006 following information has been disclosed. This information takes into account only those suppliers who have responded to the enquiries made by the .Company for this purpose.

12. The company is situated in non implemented area as per section 88 of ESIC Act' hence it is exempted from the Employees State Insurance. Therefore' the Company has not deducted ESIC contribution from the salary and wages of the employees and not depositing ESIC to the respective account.

13. Related Party disclosures:

a. Key Management Personnel: i. Mr. R.C. Kothari

il. Mr. T.C. Kothari

b. Relatives of key management personnel: i. Mr. Sidharth Kothari

c. Subsidiary NIL

d. Fellow Subsidiary NIL

e. Holding Company NIL

f. Associates:

i. Akar Labels (P) Ltd.

ii. Great Hights Trade Links (P) Ltd.

iii. Salvia Investments & Traders (P) Ltd.

iv. Apex Explosives Pvt. Ltd

v. Apex Detonator Pvt. Ltd

vi. Kothari Explosives

vii. Kothari Enterprises

viii. Ganpati Enterprises There are no transactions during the year with the related parties mentioned in (b) and (f) (i)' (ii)' (iv)'(v)'(vi)' (vii) & (viii) given above.

14. The Company has not carried on any business activity during the financial year; hence segment wise reporting in terms of Accounting Standard 17 'Segment Reporting' issued by Institute of Chartered Accountants of India is not applicable.

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

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Mar 31, 2011

1 The Schedules referred to in the Balance Sheet and Profit & Loss Account forms as integral part of the accounts.

2 The reference made by the company to the Board for Industrial and Financial Reconstruction (BIFR) for declaring the company as sick on the basis of audited accounts for the year ended 31st March, 2008, although was initially rejected but on appeal the case was registered in 2011 and the company was declared as sick vide order dated 22nd July, 2011 and appointed IDBI Bank as O.A. to prepare DRS.

3. Depreciation on fixed assets has not been provided as the company's operations are discontinued form Dec, 2006.

4. As per the tripartite arrangement dated 9th January, 2008 between the company and their bankers Indian Overseas Bank and M/s. Yatish Trading Co. Pvt. Ltd. the outstanding bank loan was assigned by creating equitable mortgage on the existing freehold land and charge on other fixed assets in favour of the later party. One of the group companies of M/s. Yatish Trading. Co. Pvt. Ltd. entered into a contract manufacturing agreement with the company for manufacture of chemical products on payment of interest free loan of Rs. 12.00 cr. The contractor failed in their commitment as neither manufacturing activity was undertaken nor the agreed interest free loan was given and with the result the company suffered continues losses. In view of this the company has filed a suit in Bombay High Court for recovery of damages of Rs. 75.00 crore against the group company and M/s. Yatish Trading Co. Pvt. Ltd. jointly.

5. Shareholder wise reconciliation in respect of calls-in-arrears is yet to be received from the Registrar and Transfer Agent of the Company.

6. The Company has imported emulsion plant under EPCG scheme in the 2003-04 with an export obligation of Rs. 1246.67 lacs to be fulfilled within a period of eight years. So far company has exported goods worth Rs.219.30 lacs.

7. Loans and Advances recoverable in cash or kind of Rs.11313.96 thousand are subject to confirmations.

8. The amount in respect of sundry creditors and other current liabilities are subject to confirmations.

9. Auditors' Remuneration (excluding service tax):

Audit Fees Rs. 30,000/-

10. Contingent Liabilities:

i. Claims against the Company not acknowledged as debts Rs. 10170.68 thousands (PY Rs. 10170.68 thousands)

ii. The following claims against the Company has been disputed with various statutory authorities:

a. Income Tax amounting to Rs. 221.00 thous (PY Rs. 2.21 thous)

b. Sales Tax amounting to Rs. 61370.83 thous (PYRs. 613.70 thous)

c. Excise Duty amounting to Rs. 1590 thous (PY Rs. 1590 thous)

11. As per requirement of section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 following information has been disclosed. This information takes into account only those suppliers who have responded to the enquiries made by the Company for this purpose.

Note: The Company has neither provided nor paid any interest on outstanding dues to MSME creditors during the financial year.

12. The company is situated in non implemented area as per section 88 of ESIC Act, hence it is exempted from the Employees State Insurance. Therefore, the Company has not deducted ESIC contribution from the salary and wages of the employees and not depositing ESIC to the respective account.

13. Additional information pursuant to the provisions of paragraphs 3,4C and 4D of Part II of Schedule VI to the Companies Act, 1956:

14 The Company has not carried on any business activity during the financial year; hence segment wise reporting in terms of Accounting Standard 17 'Segment Reporting' issued by Institute of Chartered Accountants of India is not applicable.

15 The previous year's figures have been regrouped, rearranged, reclassified and reworked wherever necessary. Amounts and other disclosures for the preceding year are included as an integral part of current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.

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Mar 31, 2010

1 The Schedules referred to in the Balance Sheet and Profit & Loss Account forms as integral part of the accounts.

2 (a) In terms of the rehabilitation scheme dated 4th May, 1994 ordered by the Board for Industrial and Financial Reconstruction (BIFR), interest on loans from Financial Institutions and Banks accrued up to 31/12/1993 were waived. Accordingly, interest aggregating Rs. 2,20,515 thousands had been written back in the accounts for the financial year 1993-94 and 1994-95. The Company has repaid loans and interest as per BIFR Scneme. In the year 2003-04 company agreed to repay to the banks @ 7.5% of their sacrifices as on the cut off date as per the sanctioned scheme (i.e. December 31,1993) under their Right of Recompense (ROR) and made provision of Rs.11,963 thousands in the accounts in the year 2003-04. Since the company has now become sick and the provision made for Rs.11,963 thousand is unlikely to be paid hence it has written back the above liability in the year ended 31st March, 2010.

(b) The Companys present reference to BIFR is pending with the Appellate Authority. Pending outcome of such reference and the process of restructuring of the Company, following liabilities aggregating Rs. 8454 Thousands upto 31st March, 2009 have been reversed in the year 2009-2010 and have been disclosed as exceptional items:

i. Royalty Fees payable for 07-08 & 08-09 - Rs. 5710 Thousand

ii. Directors Remuneration Rs. 2110 Thousand

iii. Sales Tax on consignment sales Rs. 634 Thousand

(c) Further, the following expenses / liabilities for the financial year 2009-2010 have not been created in the accounts of the company:

Also, the Company has not provided for following liabilities, the amounts of which are not ascertainable:

i. Provision for Gratuity and Leave Encashment

ii. Provision for Bonus

iii. Employers Contribution to Labour Welfare Fund

3 Party wise reconciliation in respect of calls-in-arrears is yet to be received from the Registrar and Transfer Agent of the Company.

4 The Company has imported emulsion plant under EPCG scheme in the 2003-04 with an export obligation of Rs. 124667 Thousands to be fulfilled within a period of eight years. So far company has exported goods worth Rs.21930 Thousands.

5 Loans and Advances recoverable in cash or kind of Rs. 113070 Thousand and an interest accrued on loans to others Rs.21415 Thousand are subject to confirmations.

6 The amounts in respect of sundry debtors, sundry creditors, other loans and advances, current liabilities and bank balances amounting to Rs. 570.08 Thousands are subject to confirmations / reconciliation.

7 The Company has a tripartite arrangement dated 9th January, 2008 between the Company, Indian Overseas Bank and a party, whereby the entire loan obtained from the Indian Overseas Bank has been assigned to the party. As a consequence, the Company has created equitable mortgage on the existing freehold land and charge on other fixed assets in favour of the party.

8 Earnings per share working as required by AS 20 is given below:

9 Contingent Liabilities:

i. Claims against the Company not acknowledged as debts - Rs. 101.71 Thousands (PY Rs. 101.71 Thousands)

ii. The following claims against the Company has been disputed with various statutory authorities:

a. Income Tax amounting to Rs. 331.61 Thousands (PYRs. 331.61 Thousands)

b. Sales Tax amounting to Rs. 450.58 Thousands (PY Rs. Nil)

c. Excise Duty amounting to Rs. 15.90 Thousands (PY Rs. 15.90 Thousands)

Note: The Company has neither provided nor paid any interest on outstanding dues to MSME creditors during the financial year.

10 As per section 88 of ESIC Act, 1948 and as the company is situated in non implemented area of ESIC, the Company is exempted from the Employees State Insurance. Therefore, the Company is not deducting ESIC contribution from the salary and wages of the employees and not depositing ESIC to the respective account.

11 Additional information pursuant to the provisions of paragraphs 3,4C and 4D of Part II of Schedule VI to the Companies Act, 1956:

12 Related Party disclosures:

a. Key Management Personnel:

i. Mr. R.C. Kothari

ii. Mr. T.C. Kothari

b. Relatives of key management personnel:

i. Mr. Sidharth Kothari

c. Subsidiary NIL

d. Fellow Subsidiary NIL

e. Holding Company NIL

f. Associates:

i. Akar Labels (P) Ltd.

ii. Great Hights Trade Links (P) Ltd.

Hi. Salvia Investments & Traders (P) Ltd.

iv. Apex Explosives Pvt. Ltd

v. Apex Detonator Pvt. Ltd

vi. Kothari Explosives

vii. Kothari Enterprises

viii. Ganpati Enterprises There are no transactions during the year with the related parties mentioned in (b) and (f) (i), (ii), (iv),(v),(vi), (vii) & (viii) given above.

Notes: Related parties as disclosed by the Management and relied upon by the auditors. There is no amount written off/written back due from /to related parties.

13 The Company has not carried on any business activity during the financial year; hence segment wise reporting in terms of Accounting Standard 17 Segment Reporting issued by Institute of Chartered Accountants of India is not applicable.

14 The previous years figures have been regrouped, rearranged, reclassified and reworked wherever necessary. Amounts and other disclosures for the preceding year are included as an integral part of current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.