a) Provisions are recognized when there is a presentobligation (legal or constructive) as a result of a past event,it is probable that an outflow of resources embodyingeconomic benefits will be required to settle the obligationand a reliable estimate can be made of the amount ofthe obligation. The expenses relating to a provision arerecognised in the Statement of Profit & Loss net of anyreimbursement.
b) If the effect of time value of money is material, provisionsare shown at present value of expenditure expected tobe required to settle the obligation, by discounting usinga current pre-tax rate that reflects, when appropriate, therisks specific to the liability. When discounting is used, theincrease in the provision due to the passage of time isrecognized as a finance cost.
c) Contingent liabilities are possible obligations arising frompast events and whose existence will only be confirmedby occurrence or non-occurrence of one or moreuncertain future events not wholly within the control of theCompany, or present obligations where it is not probablethat an outflow of resources will be required to settlethe obligation or the amount of the obligation cannot bemeasured with sufficient reliability. Contingent liabilitiesare not recognized in the financial statements but aredisclosed unless the possibility of an outflow of economicresources is considered remote.
d) Show-cause notices issued by various GovernmentAuthorities are not considered as obligation. When thedemand notices are raised against such show-causenotices and are disputed by the Company, these areclassified as disputed obligations.
e) Contingent Assets are not recognised but reviewedat each balance sheet date and disclosure is made inthe Notes in respect of possible effects that arise frompast events and whose existence is confirmed by theoccurrence or non-occurrence of one or more uncertainfuture events not wholly within the control of the Companyand where inflow of economic benefit is probable.
a) The Company measures financial instruments i.e.derivative contracts at fair value at each balance sheetdate.
b) Fair value is the price that would be received on selling anasset or paid to transfer a liability in an orderly transactionbetween market participants at the measurement date inthe principal or, in its absence, the most advantageousmarket to which the Company has access at that date.
c) While measuring the fair value of an asset or liability, theCompany uses valuation techniques that are appropriatein the circumstances and for which sufficient data areavailable to measure the fair value using observablemarket data as far as possible and minimising the use ofunobservable inputs. Fair values are categorised into 3levels as follows:
Level 1: quoted prices (unadjusted) in active markets foridentical assets or liabilities.
Level 2: inputs other than quoted prices that areobservable for the assets or liability, either directly (i.e.
as prices for similar item) or indirectly (i.e. derived fromprices)
Level 3: inputs that are not based on observable marketdata (unobservable inputs)
All financial assets are recognised initially at fair valuesincluding transaction costs that are attributable to theacquisition of the financial asset.
A financial asset is measured (subsequent measurement)at the amortised cost if the asset is held within a businessmodel whose objective is to hold assets for collectingcontractual cash flows, and the contractual terms of theasset give rise on specified dates to cash flows that aresolely payments of principal and interest on the principalamount outstanding.
Amortised cost is net of any write down for impairmentloss (if any) using the effective interest rate (EIR) methodtaking into account any discount or premium and fees orcosts that are an integral part of the EIR.
A financial asset is derecognised either partly or fully tothe extent the rights to receive cash flows from the assethave expired and / or the control on the asset has beentransferred to a third party. On de-recognition, any gainsor losses are recognised in the Statement of Profit & Loss.
All financial liabilities are recognised initially at fair valuenet of transaction costs that are attributable to therespective liabilities.
After initial recognition, financial liabilities are subsequentlymeasured at amortised cost using the effective interestrate method (“EIR”). Amortised cost is calculated by takinginto account any discount or premium on acquisition andfees or costs that are an integral part of the EIR. The EIRamortisation is included as finance costs in the Statementof Profit & Loss.
A financial liability is derecognised when the obligationunder the liability is discharged or cancelled or expires.When an existing financial liability is replaced by anotherfrom the same lender on substantially different terms, orthe terms of an existing liability are substantially modified,such an exchange or modification is treated as the de-
recognition of the original liability and the recognition ofa new liability. The difference in the respective carryingamounts is recognised in the Statement of Profit & Loss.
The Company uses derivative financial instruments,such as foreign exchange forward contracts to manageits exposure to foreign exchange risks. Such derivativefinancial instruments are initially recognised at fair valueon the date on which a derivative contract is entered intoand are subsequently re-measured at fair value with thechanges being recognised in the Statement of Profit &Loss. Derivatives are carried as financial assets when thefair value is positive and as financial liabilities when the fairvalue is negative.
Compound financial instruments issued by the Companywhich can be converted into fixed number of equity sharesat the option of the holders irrespective of changes in thefair value of the instrument are accounted by separatelyrecognising the liability and the equity components. Theliability component is initially recognised at the fair valueof a comparable liability that does not have an equityconversion option. The equity component is initiallyrecognised at the difference between the fair value ofthe compound financial instrument as a whole and thefair value of the liability component. Subsequent to initialrecognition, the liability component of the compoundfinancial instrument is measured at amortised cost usingthe effective interest method. The equity componentof a compound financial instrument is not remeasuredsubsequently.
Financial assets and financial liabilities are offset and thenet amount is reported in the balance sheet if there is acurrently enforceable legal right to offset the recognisedamounts and there is an intention to settle on a netbasis, or to realise the assets and settle the liabilitiessimultaneously.
All investments in equity instruments classified underfinancial assets are initially measured at fair value, theCompany may, on initial recognition, irrevocably elect tomeasure the same either at FVOCI or FVTPL.
The Company makes such election on an instrument-by-instrument basis. Fair value changes on an equityinstrument are recognised in ‘other income' in thestandalone statement of profit and loss unless theCompany has elected to measure such instrument atFVOCI. Fair value changes excluding dividend, on anequity instrument measured at FVOCI are recognised inOCI. Amounts recognised in OCI are not subsequentlyreclassified to the standalone statement of profit and loss.
Dividend income on the investments in equity instrumentsare recognised as ‘other income' in the standalonestatement of profit and loss.
All assets and liabilities are classified as current if theyare expected to be realised / settled within twelve monthsafter the reporting period. All other assets and liabilitiesare considered as non-current.
At each Balance Sheet date, an assessment is madeof whether there is any indication of impairment. If anyindication exists, or when annual impairment testing foran asset is required, the Company estimates the asset'srecoverable amount. An asset's recoverable amount isthe higher of the asset's or Cash-Generating Unit's (CGU)fair value less costs of disposal and its value in use.Recoverable amount is determined for an individual asset,unless the asset does not generate cash inflows that arelargely independent of those from other assets or groupsof assets.
When the carrying amount of an asset or CGU exceedsits recoverable amount, the asset is considered impairedand is written down to its recoverable amount.
The Company applies Expected Credit Loss (“ECL’)model for measurement and recognition of impairmentloss on the financial assets measured at amortised cost.
Loss allowances on trade receivables are measuredfollowing the ‘simplified approach' at an amount equal tothe lifetime ECL at each reporting date right from initial
recognition. In respect of other financial assets measuredat amortised cost, the loss allowance is measured at 12months ECL for financial assets with low credit risk at thereporting date. Where there is a significant deterioration inthe credit risk, the loss allowance is measured since initialrecognition of the financial asset.
Income-tax assets and liabilities are measured at theamount expected to be recovered from or paid to thetaxation authorities. The tax rates and tax laws usedto compute the amount are those that are enacted orsubstantively enacted, by the end of reporting period.
Deferred tax (both assets and liabilities) is calculatedusing the balance sheet method on temporary differencesbetween the tax bases of assets and liabilities and theircarrying amounts for financial reporting purposes at thereporting date.
Deferred tax assets are recognised for all deductibletemporary differences, the carry forward of unused taxcredits and any unused tax losses. Deferred tax assetsare recognised to the extent that it is probable that taxableprofit will be available against which the deductibletemporary differences, and the carry forward of unused taxcredits and unused tax losses can be utilised. The amountof deferred tax assets is reviewed at each reporting date.
Deferred tax assets and liabilities are measured at the taxrates that are expected to apply in the year when the assetis realised or the liability is settled, based on tax rates (andtax laws) that have been enacted or substantively enactedat the reporting date.
Deferred tax assets and deferred tax liabilities are offsetif a legally enforceable right exists to set off current taxassets against current tax liabilities and the deferred taxesrelate to the same taxable entity and the same taxationauthority.
Current tax and Deferred Tax items are recognised incorrelation to the underlying transaction either in theStatement of Profit & Loss, other comprehensive incomeor directly in equity.
Basic earnings per share are calculated by dividing thenet profit or loss for the period attributable to equityshareholders by the weighted average number of equityshares outstanding during the period.
Diluted earnings per share are calculated by dividingthe net profit or loss for the period attributable to equityshareholders and the weighted average number of sharesoutstanding during the period, adjusted for the effect of alldilutive potential equity shares.
Cash and cash equivalents include cash at bank, cash,cheques and draft on hand. The Company considers allhighly liquid investments with original maturity of threemonths or less and that are readily convertible to knownamounts of cash to be cash equivalents.
Cash flows are reported using the indirect method,where by net profit before tax is adjusted for the effectsof transactions of a non-cash nature, any deferrals oraccruals of past or future operating cash receipts orpayments and item of income or expenses associatedwith investing or financing cash flows. The cash flowsfrom operating, investing and financing activities aresegregated.
Government grants are recognized to the extent they arereceived in cash or kind.
When the grant relates to an expense item, the same isdeducted in reporting the related expense in the Statementof Profit or Loss for which it is intended to compensate.
Government grants relating to property, plant andequipment are presented as deferred income and arecredited to the Statement of Profit & Loss on a systematicbasis over the useful life of the asset and in the proportionsin which depreciation expense on the assets is recognised.
Grants related to income are deducted in reporting therelated expense.
The preparation of the Company's financial statementsrequires management to make judgements, estimates and
assumptions that affect the reported amounts of revenues,expenses, assets and liabilities, and the accompanyingdisclosures, and the disclosure of contingent liabilities.Uncertainty about these assumptions and estimates couldresult in outcomes that require a material adjustmentto the carrying amount of assets or liabilities affected infuture periods.
The key assumptions concerning the future and otherkey sources of estimation uncertainty at the reportingdate, that have a significant risk of causing a materialadjustment to the carrying amounts of assets and liabilitieswithin the next financial year, are described below.The Company based its assumptions and estimates onparameters available when the financial statements wereprepared. Existing circumstances and assumptions aboutfuture developments however may change due to marketchanges or circumstances arising that are beyond thecontrol of the Company. Such changes are reflected inthe assumptions when they occur.
W. Impairment of non-financial assets
At each Balance Sheet date, an assessment is madeof whether there is any indication of impairment. If anyindication exists, or when annual impairment testing foran asset is required, the Company estimates the asset'srecoverable amount. An asset's recoverable amount isthe higher of the assets or Cash-Generating Unit's (CGU)fair value less costs of disposal and its value in use.Recoverable amount is determined for an individual asset,unless the asset does not generate cash inflows that arelargely independent of those from other assets or groupsof assets.
When the carrying amount of an asset or CGU exceedsits recoverable amount, the asset is considered impairedand is written down to its recoverable amount. Inassessing value in use, the estimated future cash flowsare discounted to their present value using a pre-taxdiscount rate that reflects current market assessments ofthe time value of money and the risks specific to the asset.In determining fair value less cost of disposal, recentmarket transactions are taken into account. If no suchtransactions can be identified, an appropriate valuationmodel is used.
i) Sales Tax Assessments of Dhrangadhra Unit are pendingfor 1994-95, 1995-96, 1997-98, 2004-05 & 2005¬06. In respect of Sahupuram Unit Central Sales TaxAssessments and Tamil Nadu General Sales tax / VATassessment are completed up to 2017-18 and demandhas been raised and the company has filed appeal againstthe demand with higher authority.
ii) In the matter of difference in amount in respect Input taxcredit on furnace oil, reversal of ITC on ConsignmentTransfers, VAT on sale of Windmills etc., by TamilnaduVAT Department, the Commercial Tax Officer (CTO) hasissued assessment orders for the years from 2010-11 to2013-14 determining the demand of' 3346.43 Lakhsconsequent to order dated 30th July 2024 passed byMadurai bench of the Honourable Madras High Court bydisposing of the writ petition filed by the Company.
In respect of demand of differential duty of Customs of' 1,243.77 lakhs plus interest at the applicable rates thereonunder section 28AA of Customs Act, 1962 and redemptionfine and penalty of ' 2,600 lacs in respect of coal imports inearlier years, the Company has been legally advised that it hasthe fair chance of success before CESTAT. Accordingly, noprovision has been made in the accounts.
The Income-Tax authorities (‘the department') had conductedsearch activity during the month of November 2023 at someof the premises, plants and residences of few of the directorsand employees of the Company. Consequent to the aforesaidsearch, The Income Tax Authorities have passed orders underSection 143 (3) read with Section 147 of the Income Tax Act,1961 for 10 assessments years starting A.Y. 2015-16 to AY2024-25.
The Income Tax Authorities have raised demand of ' 669.29Lakhs on account of various disallowances/ additions underIncome Tax Act, 1961.
The orders issued by the Income Tax Authorities also have theeffect of reducing the MAT credit available with the companyby an amount aggregating to ' 2893.15 Lakhs for the blockperiod of 10 years ending A.Y 2024-25. Further, the noticesfor initiation of penalty have been issued by the Income TaxAuthorities.
The company has been advised by its Tax expert that theabove Tax demands/ the denial of MAT credit under theabove referred orders are not tenable in law. The Companyis pursuing appeals against the above said orders and thepenalty notices under the applicable laws.
i) The Tamil Nadu Government vide Government orderdated 23-09-1996 issued under TamilNadu Electricity(Taxation & Consumption) Act, 1961, exempted specifiedindustries (including the industry in which the companyoperates) permanently from payment of Electricity Tax onconsumption of power generated captively. The SupremeCourt vide order dated 15th May, 2007 held that thewithdrawal of the permanent exemption by the Act of2003 was invalid. In November, 2007 the Tamilnadugovernment passed the Tamilnadu tax on consumptionor Sale of Electricity (Amendment) Act, amending the Actof 2003 to invalidate the permanent exemption grantedwith retrospective effect. The writ petition filed by thecompany against this amendment has been dismissed bythe Madras High Court. The SLP filed by the companyagainst the High Court Order has been admitted by theSupreme Court.
The Electrical Inspectorate, Government of Tamil Nadu'svide letter dated 2nd September 2014 informed theCompany that the electricity tax exemption would not beapplicable to the Company and demanded Electricity Taxof ' 2,026.72 lakhs and interest of ' 1,541.98 lakhs for theperiod 2003 to 2012. The Company has filed writ petitionbefore the Hon'ble High Court of Judicature at Madrasand has also obtained interim stay of the said demandvide Order dated 22nd September, 2014 on payment of' 640.24 lakhs towards pre-deposit.
The appeal filed before the Hon'ble Supreme Court andthe writ petition filed before the Hon'ble Madras HighCourt are pending for adjudication.
The company has been legally advised and is hopefulof favourable outcome before the Supreme Court onthe invalidity of and the retrospective application of theAmending Act of 2003 and in the writ petition filed beforethe Hon'ble Madras High Court. An amount of ' 422.69lakhs has been provided on a prudent basis in the earlierfinancial year. No provision is considered necessary bythe management for the balance electricity tax demandand has been disclosed as contingent liability.
The Tamilnadu Electricity Distribution Circle had raised thedemand of ' 1,067 Lakhs for parallel operations chargesfor the period from May 2014 to November 2019. TheCompany has filed writ petition before the Hon'ble HighCourt, Madras, Madurai and has obtained the interim stayof the said demand.
ii) In the matter of disputed demand of ' 698.94 lakhsconsequent to revision in the lease rent rates fixed bythe Tariff Authority for Major Ports (TAMP) from 2006 to2016 in respect of the port lands taken on lease by theCompany from the V. O. Chidambaranar Port Trust, theCompany has obtained interim stay from the HonourableHigh Court of Judicature at Madras vide order dated01.08.2014. The Company is confident of succeeding inthis matter.
i) Estimated amount of Contracts remaining to be executedon Capital Account and not provided for is ' 3130.22lakhs (31st March 2024: ' 419.54 lakhs).
ii) In respect of land on lease, the future obligationstowards lease rentals under the lease agreements as on31st March, 2025 amount to ' 698.94 lakhs (31st March2024: ' 698.94 lakhs)
iii) The Company has given an undertaking for the purposesof obtaining 100% Export Oriented Unit status that itwould achieve positive net foreign exchange earnings asprescribed in the EOU Scheme for a period of five yearsupto May 2020. The Company has filed application forextension of the said period by five more years till May2025. The application is accepted by the department fora second block of 5 years period starting from 21.05.2020to 20.05.2025. The Company is hopeful of achieving thesaid parameters and does not expect any liability on thisaccount as on the Balance sheet date.
NOTE 35
a. Statements of Account/balance confirmations of trade receivables and trade payable, wherever received, have beenreconciled and impact thereof, in any, has been dealt with to the extent agreed upon by the Company.
b. In case of material lying with third party, movement of material is recorded and closing balances have been reconciled onthe basis of periodical statements and / or subsequent movement of such material, as certified by the Management.
c. In the opinion of the Board, any of the assets other than PPE, intangible assets and non-current investments do not have avalue, on realisation in the ordinary course of business, less than the amount at which they are stated.
a. Land includes a land costing ' 3.91 lakhs (fair valued at ' 2380.20 lakhs on transition date) admeasuring 793.39 acres atSahupuram Works, the assignment deeds in respect of which are yet to be executed by the State Government in favour ofthe Company. The Company had remitted the above land cost as per State Government order in the year 1989.
The State Government vide order dated 31st March 2017 rejected the request for the assignment of land and issued ordersto repossess the said land and ordered to collect the arrears of lease amount from 1989 with 12%. The Company filed writpetition against the said order before the Honourable Madras High Court.
The Hon'ble Madras High Court, Madurai Bench vide Order dt 26.2.2024 has set aside the above Order and remandedback for fresh consideration. The High Court has also given direction to the revenue authorities to fix the land cost, within 6months from the date of Order, depending upon the market value of the land as on the date of the Order and consideringthe fact that the company has made huge investments in the said lands believing the words of the Government in G.O. Ms.No.76 Revenue Department dt. 7.1.1959. The company is hopeful of getting the ownership of the land transferred in itsname as per Sec.53A of the Transfer of Property Act. Accordingly, the said land is continued to be treated as “freehold”. Thedetermination of cost of land by the revenue authorities is pending. The company does not expect the outflow of resourcesto be material.
b. In the matter of leasehold land in respect of the salt works at Kuda, Dhrangadhra, which is an “Operating Lease”, theHonourable Supreme Court has admitted the SLP filed by the Company against the Order of the Gujarat High Court upholdingthat the lease of the aforesaid land is not permanent and hence is terminable. The Company is confident of succeeding in theSupreme Court.
During year ended 31.03.2025, the Company has changed the composition of its reportable segments as follows:
• Heavy Chemicals: This Segment Includes revenue generated from caustic soda, soda ash, PVC and Illuminate products.
• Speciality Chemicals: This Segment Includes revenue generated from SIOP and CPVC products.
• Others: This shall include any other business activities generating revenue for the Company.
The Chief Operational Decision Maker (CODM) monitors the operating results of its business segment separately for the purposeof making decision about resource allocation and performance assessment. Segment performance is evaluated based on profitor loss and is measured consistently with profit or loss in the standalone financial statements, Operating segments have beenidentified on the basis of nature of products and other quantitative criteria specified in the Ind AS 108.
The expenses and income which are not directly attributable to any business segment are shown as un-allocable expenditure &income.
Segment assets include all operating assets used by the operating segment and mainly consist of property, plant and equipment,trade receivables, inventory and other operating assets. Segment liabilities primarily include trade payable and other liabilities.
Common assets and liabilities which cannot be allocated to any of the business segment are shown as un-allocable assets/liabilities. The accounting principles used in the preparation of the financial statements are consistently applied to record revenueand expenditure in individual segments.
Consequent to the change in the composition of reportable segments, the corresponding items of segment information for earlieryear have been restated.
The following disclosures are made as required by IND AS -113 pertaining to Fair value measurement:a. Accounting classification and fair values
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchangedin a current transaction between willing parties, other than in a forced or liquidation sale.
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levelsin the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measuredat fair value if the carrying amount is a reasonable approximation of fair value.
The Company has exposure to the Credit risk, Liquidity risk and Market risk arising from financial instruments.
Risk Management Framework: The Company's Board of Directors has overall responsibility for the establishment andoversight of the Company's risk management framework. The Board of Directors has established the Risk ManagementCommittee (RMC), which is responsible for developing and monitoring the Company's risk management policies.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, to setappropriate risk limits to control / monitor risks and adherence to limits. Risk management policies and systems are reviewedregularly to reflect changes in market conditions and the Company's activities.
The Audit Committee oversees how management monitors compliance with the company's risk management policies andprocedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. TheAudit Committee is assisted by internal audit. Internal audit undertakes reviews of risk management controls and procedures,the results of which are reported to the Audit Committee.
The Company's financial risk management is an integral part of how to plan and execute its business strategies. TheCompany's financial risk management policy is approved by the Board of Directors.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet itscontractual obligations and arises principally from the Company's receivables.
Trade receivables: The Company considers the probability of default upon initial recognition of asset and whether there hasbeen a significant increase in credit risk on an on-going basis throughout each reporting period.
The following table provides information about the exposure to credit risk and measurement of loss allowance using Life timeexpected credit loss for trade receivables:
The Company held cash and cash equivalents of ' 1,130.82 lakhs as at 31st March 2025 (' 1,072.16 lakhs as at 31st March2024). The cash and cash equivalents are held with reputed banks.
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonableprice. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity tomeet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses orrisking damage to the Company's reputation.
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and commodity prices,will affect the Company's income or the value of its financial instruments. Market risk is attributable to all market risk sensitivefinancial instruments including foreign currency receivables and payables, long term debt and commodity prices. TheCompany is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and commodity pricerisk.
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the riskof changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates, in cases wherethe borrowings are measured at fair value through the Statement of profit and loss. Cash flow interest rate risk is the risk thatthe future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.
Company's interest rate risk arises from borrowings. The interest rate profile of the Company's interest-bearing long termfinancial instruments is as follows:
Cash flow sensitivity analysis for variable-rate instruments: A reasonably possible decrease by 100 basis points in interestrates at the reporting date would have positive impact (before tax) by ' 296.47 lakhs and ' 304.30 lakhs for the outstandingbalance as on 31.3.2025 and 31.3.2024 respectively. Similarly a reasonable possible increase by 100 basis points in interestrate would have negative impact (before tax) by same amounts.
The Company is exposed to currency risk on account of its operating and financing activities. The functional currency of theCompany is Indian Rupee.
To the extent the exposures on purchases and borrowings are not economically hedged by the foreign currency denominatedreceivables, the Company uses derivative instruments, like, foreign exchange forward contracts to mitigate the risk ofchanges in foreign currency exchange and principal only swap rates. Company does not use derivative financial instrumentsfor trading or speculative purposes.
The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company followsestablished risk management policies including the use of derivatives like foreign exchange forward contracts to hedgeexposure.
The currency profile of financial assets and financial liabilities as on 31st March 2025 & 31st March 2024 are as below:
A reasonably possible strengthening of the Indian Rupee against USD at March 31 by 4% would have positive impact (beforetax) by ' 643.39 lakhs and ' 616.73 lakhs for the net unhedged outstanding balance as on 31.3.2025 and 31.3.2024respectively. Similarly a reasonably possible weakening of the India Rupee against USD would have a negative impact(before tax) by same amounts.
For the purpose of the Company's capital management, capital includes issued capital, convertible instruments andreserves. The primary objective of the Company's Capital Management is to maximise shareholder value. The companymanages its capital structure and makes adjustments, if any, required in the light of the current economic environment andother business requirements.
Section 115BAA in the Income Tax Act 1967 (“Act”) provides a non-reversible option to domestic companies to pay corporatetax at a reduced rate effective from 1st April 2019 subject to certain conditions. The company has assessed the applicability ofthe Act and opted to continue the existing normal tax rate (i.e. 34.944%) for the year ended 31st March 2025.
Exceptional items for the year ended 31st March 2024 represent provision for the Loss of stock in the floods at Sahupuram unitafter netting off of insurance claim receivable.
• The Company does not have any Benami property, where any proceeding has been initiated or pending against the Companyfor holding any Benami property.
• The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
• The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
• The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with theunderstanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theFunding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
• The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entity(ies)(Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theCompany (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
• The Company is not declared as willful defaulter by any bank or financial institution (as defined under the Companies Act,2013) or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the ReserveBank of India.
• The Company has complied with the number of layers for its holding in downstream companies prescribed under clause (87)of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
• The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) during the year.
• The company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560
of Companies Act, 1956 for the year ended/ as at 31st March 2025.
• The Company does not have any investment property.
• The Company does not have any Intangible Assets.
• The Company has borrowings from banks on the basis of security of current assets. The quarterly returns filed by theCompany with such banks are in agreement with the books of accounts of the Company.
• The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013read with Companies (Restriction on number of Layers) Rules, 2017.
The Board in its meeting held on 13th February 2025 has considered and approved the Scheme of Amalgamation under Section232 read with Section 230 and 66 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013(“The Act”) and Rules & Regulations framed thereunder between Dhrangadhara Trading Company Private Limited (“TransferorCompany 1” or “DTCPL’) and Sahu Brothers Private Limited (“Transferor Company 2” or “SBPL’) and DCW Limited (“TransfereeCompany” or “DCW”) and their respective shareholders (the “Scheme”), which inter alia provides for amalgamation of theTransferor Companies with the Transferee Company on a going concern basis and in consideration thereof, DCW will issue12,80,500 fully paid equity shares of lNR 2/- each to the Equity Shareholders of DTCPL in proportion to their holdings in DTCPLand 5,24,59,860 fully paid equity shares of lNR 2/- each to the Equity Shareholders of SBPL in proportion to their holdings inSBPL, in lieu of the same number of equity shares namely 12,80,500 and 5,24,59,860 respectively, held by the said transferorcompanies in DCW before amalgamation. The Scheme is subject to receipt of approval from the statutory, regulatory andcustomary approvals, including approvals from Stock Exchanges, National Company Law Tribunal and the shareholders of thecompanies involved in the Scheme and the company is in the process of seeking the same.
The company entered into power purchase agreement with Kaze Renewables Private Limited (KRPL) for purchase of power. Thecompany is entitled to liquidated damages as per the said agreement. Accordingly, the company has accounted for the sameduring the year by crediting the profit and loss account.
The financial statements have been approved and authorized for issue by the Board of Directors on 12th May 2025.
The Code on Social Security, 2020 (‘Code') relating to employee benefits during employment and post-employment benefitsreceived Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date onwhich the Code will come into effect has not been notified and the final rules / interpretation have not yet been issued. TheCompany will assess the impact of the Code when it comes into effect and will record any related impact in the period the Codebecomes effective.
The figures of previous year have been rearranged & regrouped wherever necessary and / or practicable to make themcomparable with those of the current year.
As per our Report of even date attached. For and on behalf of the Board
For V Sankar Aiyar & Co. Bakul Jain Ashish Jain
Chartered Accountants Chairman & Managing Director Managing Director
FRN NO 109208W DIN 00380256 DIN 00866676
Asha Patel Vivek Jain Pradipto Mukherjee
Partner Managing Director Chief Financial Officer
Membership No 166048 DIN 00502027
Dilip V Darji Amitabh Gupta
Sr. GM ( Legal) & Chief Executive Officer
Company Secretary
Place: Mumbai Membership No A22527 Place: Mumbai
Date: 12th May 2025 Date: 12th May 2025