Registered O Notice CIN : L24119OR1962PLC007123 · appointment of Shri S. P. S. Dangi, Cost...

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NOTICE is hereby given that the 52nd Annual General Mee ng of the Company will be held at its Registered Office at P. O. Jayshree - 761 025 District Ganjam, Odisha on Saturday, the 27th September, 2014 at 11.45 A.M. to transact the following business :

ORDINARY BUSINESS

1. To receive and adopt the Statement of Profit & Loss of the Company for the year ended 31st March, 2014 and the Balance Sheet as at that date together with the Reports of the Directors and the Auditors thereon.

2. To appoint a Director in place of Shri Virendraa Bangur, who re res by rota on and being eligible offers himself for re-appointment.

3. To appoint Auditors and to fix their remunera on.

SPECIAL BUSINESS

4. To consider and if thought fit, to pass with or without modifica on(s), the following resolu on as a Special Resolu on :

RESOLVED THAT pursuant to the provisions of Sec ons 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under read with Schedule IV to the Companies Act, 2013 (including any statutory modifica on(s) or re-enactment thereof for the me being in force) and Clause 49 of the Lis ng Agreement, Shri Prabir Chakravar holding Din 00273523, in respect of whom the Company has received a no ce in wri ng from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company for a period of 3 consecu ve years from the date of passing this Resolu on and that Shri Chakravar shall not be liable to re re by rota on.


RESOLVED THAT pursuant to the provisions of Sec ons 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under read with Schedule IV to the Companies Act, 2013 (including any statutory modifica on(s) or re-enactment thereof for the me being in force) and Clause 49 of the Lis ng Agreement, Shri Sa sh Kapur holding Din 00051163, in respect of whom the Company has received a no ce in wri ng from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company for a period of 3 consecu ve years from the date of passing this Resolu on and that Shri Kapur shall not be liable to re re by rota on.

6. To consider and if thought fit, to pass with or without

modifica on(s), the following resolu on as a Special Resolu on :

RESOLVED THAT pursuant to the provisions of Sec ons 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under read with Schedule IV to the Companies Act, 2013 (including any statutory modifica on(s) or re-enactment thereof for the me being in force) and Clause 49 of the Lis ng Agreement, Smt. Sindhubala Choudhury holding Din 00848070, in respect of whom the Company has received a no ce in wri ng from a member proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company for a period of 3 consecu ve years from the date of passing this Resolu on and that Smt. Choudhury shall not be liable to re re by rota on.


RESOLVED THAT pursuant to the provisions of Sec ons 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under read with Schedule IV to the Companies Act, 2013 (including any statutory modifica on(s) or re-enactment thereof for the me being in force) and Clause 49 of the Lis ng Agreement, Shri Dau Dayal Kothari holding Din 00233255, in respect of whom the Company has received a no ce in wri ng from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company for a period of 3 consecu ve years from the date of passing this Resolu on and that Shri Kothari shall not be liable to re re by rota on.


RESOLVED THAT consent of the Company be and is hereby accorded pursuant to Sec on 180 of the Companies Act, 2013 to the Board of Directors of the Company borrowing from me to me any sum or sums of money for the Company’s business which together with the moneys already borrowed by the Company (apart from temporary loans obtained from its Bankers in the ordinary course of business) may exceed the aggregate of the paid-up capital of the Company and its free reserves, provided that the aggregate of the moneys borrowed and to be so borrowed and outstanding at any one me shall not exceed ` 250 Crores.


Notice

Jayshree Chemicals LimitedRegistered Office : P.O. Jayshree-761025, District : Ganjam (Odisha)CIN : L24119OR1962PLC007123

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Notice RESOLVED THAT the Company hereby approves the

re-appointment of and the remunera on payable to Shri Prabhu Nath Ojha as the Whole me Director designated as Execu ve Director of the Company for a further period of one year with effect from 17th August, 2014 upon the terms and condi ons set out in the Agreement to be made between the Company and Shri Ojha, a dra of which ini alled by the Chairman for the purpose of iden fica on is placed before the Mee ng.

10. To consider and if thought fit, to pass with or without modifica on(s), the following resolu on as an Ordinary Resolu on :

RESOLVED THAT, subject to such guidelines and approval as may be required from the Central Government the re-appointment of Shri S. P. S. Dangi, Cost Accountant, of 339, Saketnagar, Indore, Madhya Pradesh - 452 001 as Cost Auditor to audit the Cost Accounts maintained by the Company rela ng to chemical products manufactured at its Produc on Unit, for the year ending 31st March, 2015 on a remunera on of ` 30,000/- (Rupees thirty thousand) only plus reimbursement of travelling and other incidental expenses incurred by him, be and is hreby ra fied.

By Order of the Board

Place : Kolkata R. K. Gupta Date : 30th June, 2014 Company Secretary

IMPORTANT NOTES :

i) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE IN HIS STEAD AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

ii) The Register of Members and the Share Transfer Books of the Company will remain closed from 22nd September, 2014 to 27th September, 2014 both days inclusive.

iii) The Explanatory Statement pursuant to Sec on 102 of the Companies Act, 2013, which sets out details rela ng to Special Business at the mee ng, is annexed hereto.

iv) Shareholders desiring any informa on on the Accounts are requested to write to the Company in advance to enable the Company to keep the informa on ready.

v) In terms of the provisions of Sec on 72 of the Companies Act, 2013, nomina on facility is available to individual Shareholders. Shareholders holding Shares in physical form and desirous of availing the above facility are advised to submit their Nomina ons in Form SH.13 prescribed under Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014.

Shareholders holding Shares in the dematerialised form

are advised to contact their Depository Par cipant in this behalf.

vi) The Company’s Shares are available for dematerialisa on both on Na onal Securi es Depository Limited and Central Depository Services (India) Ltd. and its ISIN No. is INE693E01016.

vii) Shareholders, who hold shares in dematerialised form, are requested to bring their Client ID and DP ID Nos. for easier iden fica on of a endance at the Mee ng.

viii) The Company had declared dividends on 30th June, 2008 and 28th August, 2009 for its financial years ended 31st March, 2008 and 2009 respec vely and Interim Dividend for the financial year ended 31st March, 2010 on 20th October, 2009. Shareholders, who have not yet encashed their Dividend Cheques for the above are advised to make their claims to the Company.

ix) The Company is concerned about the environment. The Ministry of Corporate Affairs (MCA), Government of India, through its Circular No. 17/2011 and 18/2011, dated 21st April, 2011 and 29th April, 2011 respec vely, has allowed companies to send official documents to their shareholders electronically as part of its Green Ini a ve.

Accordingly, we propose to send annual report and other documents to the email address provided by you to your Depository Par cipant/Registrar of the Company viz. Niche Technologies Pvt. Ltd., D-511, Bagree Market, 71, B. R. B. Basu Road, Kolkata - 700 001.

We request you to update your email address with your Depository Par cipant/Registrar to ensure that the annual report and other documents reach you on your preferred email.

x) In terms of Clause 49 of the Lis ng Agreement, the informa on pertaining to the Director, who re res by rota on and is proposed to be re-appointed, is given below :

Shri Virendraa Bangur, who is about 39 years of age, is a Director of the Company since 5th June, 2003. He is a Commerce Graduate with Honours from Calcu a University. He is young and energe c with progressive outlook.

Shri Bangur has experience of industries like newsprint, chemicals, cables, etc. Shri Bangur is also the Chairman of Akhivi Tea Planta ons and Agro Industries Limited & Gold Mohore Investment Company Limited, the Vice-Chairman of Shree Rama Newsprint Limited and the Director of Taparia Tools Limited, Union Company Limited, Shree Satyanarayan Proper es Private Limited, Suraj Agencies Private Limited, Bangur Exim Private Limited, Kymsap Agencies Private Limited and Suyog Trading Company Private Limited. He is also a Member

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of the Nomina on and Remunera on Commi ee and Stakeholders Rela onship Commi ee of the Company. Shri Bangur is a Member of the Young Entrepreneurs Organisa on.

Shri Bangur holds 4,92,500 Equity Shares of the Company in his own name.

xi) The Securi es and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every par cipant in securi es market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Par cipants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

xii) Vo ng through electronic means:

I. In compliance with provisions of Sec on 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administra on) Rules, 2014, the Company is pleased to offer e-vo ng facility as an alterna ve mode of vo ng which will enable the Members to cast their votes electronically on the resolu ons men oned in the no ce of 52nd Annual General Mee ng of the Company.

II. Similarly, members op ng to vote physically can do the same by remaining present at the mee ng and should exercise the op on through ballot forms. However, in case members cast their vote exercising both the op ons, i.e. physically and e-vo ng, then votes casted through e-vo ng shall be only taken into considera on and treated valid whereas votes casted physically at the mee ng shall be treated as invalid.

III. The instruc ons for shareholders vo ng electronically are as under:

1. The vo ng period begins on 22nd September, 2014 at 10.00 AM and ends on 23rd September, 2014 at 6.00 PM. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 8th August, 2014 may cast their vote electronically. The e-vo ng module shall be disabled by CDSL for vo ng therea er.

2. The shareholders should log on to the e-vo ng website www.evo ngindia.com during the vo ng period

3. Click on “Shareholders” tab.

4. Now, select the Company Name “Jayshree Chemicals Limited” from the drop down menu and click on “SUBMIT”

5. Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company, excluding the special characters.

6. Next enter the Image Verifica on as displayed and Click on Login.

7. If you are holding shares in demat form and had logged on to www.evo ngindia.com and voted on an earlier vo ng of any company, then your exis ng password is to be used.

8. If you are a first me user follow the steps given below:

Notice

For Members holding shares in Demat Form and Physical FormPAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat

shareholders as well as physical shareholders)• Members who have not updated their PAN with the Company / Depository Par cipant are requested to enter in capital le ers the PAN field of 10 characters as First 2 Characters of the First Holder Name followed by 8 characters consis ng of Folio Number prefix by “0” (or 8 characters from right of BO-ID). No special characters or space will be taken from the name and folio number and name shall be excluded of tles like Mr / Mrs / Smt / Miss / Ms / M/s etc. Example:(1) Mr. V. N. Swami and Folio Number is S/0245, the PAN will be VN000S0245(2) M/s. 4-square Company Ltd. and Folio Number is C-0052 the PAN will be 4S000C0052

DOB Enter the Date of Birth as recorded in your demat account with the depository or in the company records for your folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Bank Account Number as recorded in your demat account with the depository or in the company records for your folio.• Please enter the DOB or Bank Account Number in order to login. • If both the details are not recorded with the depository or company then please enter in the Dividend Bank Details field the Number of Shares held by you as on Cut-Off Date (Record Date) of 8th August, 2014.

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Notice9. A er entering these details appropriately, click on

“SUBMIT” tab.

10. Members holding shares in physical form will then directly reach the Company selec on screen. However, members holding shares in demat form will now reach ‘Password Crea on’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for vo ng for resolu ons of any other company on which they are eligible to vote, provided that company opts for e-vo ng through CDSL pla orm. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confiden al.

11. For Members holding shares in physical form, the details can be used only for e-vo ng on the resolu ons contained in this No ce.

12. Click on the EVSN for the relevant “Jayshree Chemicals Limited” on which you choose to vote.

13. On the vo ng page, you will see “RESOLUTION DESCRIPTION” and against the same the op on “YES/NO” for vo ng. Select the op on YES or NO as desired. The op on YES implies that you assent to the Resolu on and op on NO implies that you dissent to the Resolu on.

14. Click on the “RESOLUTIONS FILE LINK” if you wish to view the en re Resolu on details.

15. A er selec ng the resolu on you have decided to vote on, click on “SUBMIT”. A confirma on box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

16. Once you “CONFIRM” your vote on the resolu on, you will not be allowed to modify your vote.

17. You can also take out print of the vo ng done by you by clicking on “Click here to print” op on on the Vo ng page.

18. If Demat account holder has forgo en the same password then Enter the User ID and the image verifica on code and click on Forgot Password & enter the details as prompted by the system.

19. Note for Ins tu onal Shareholders :

• Ins tu onal shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to h ps://www.evo ngindia.co.in and register themselves as Corporates.

• A scanned copy of the Registra on Form bearing the stamp and sign of the en ty should be emailed to helpdesk.evo [email protected].

• A er receiving the login details they have to create a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to helpdesk.evo [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolu on and Power of A orney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scru nizer to verify the same.

20. In case you have any queries or issues regarding e-vo ng, you may refer the Frequently Asked Ques ons (“FAQs”) and e-vo ng manual available at www.evo ngindia.co.in under help sec on or write an email to helpdesk.evo [email protected].

(xiii) The vo ng rights of shareholders shall be in propor on to their shares of the paid up equity share capital of the Company as on the cut-off date (record date) of 8th August, 2014.

(xiv) Since e-vo ng facility (including Ballot Forms) is provided to the Members pursuant to the provisions of Sec on 108 of the Companies Act, 2013, read with Companies (Management and Administra on) Rules, 2014, vo ng by show of hands are not allowed.

(xv) A copy of this no ce has been placed on the website of the Company and the website of CDSL.

(xvi)Shri Arun Kumar Jaiswal, Prac sing Company Secretary (Cer ficate of Prac ce Number : 12281) has been appointed as the Scru nizer for conduc ng the e-vo ng process in a fair and transparent manner.

(xvii)The result of vo ng will be announced at the Registered Office of the Company situated at P.O. Jayshree, District: Ganjam, Odisha-761025, by the Chairman of the Mee ng at the AGM to be held on 27th September, 2014. The result of the vo ng will be communicated to the stock exchange and will also be hosted on the website of the Company www.jayshreechemicals.com.

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Annexure to the Notice

Re. Item No. 4

Pursuant to Sec on 149 of the Companies Act, 2013 (‘the Act’) the Company is required to have at least one third of the total number of its Directors as independent directors, who shall not be liable to re re by rota on. In terms of Sec on 149 and other applicable provisions of the Companies Act 2013, Shri Prabir Chakravar being eligible and offering himself for appointment, is proposed to be appointed as a non rota onal Independent Director of the Company to hold office for three consecu ve years from the date of passing of the proposed Resolu on. A no ce has been received from a member proposing the appointment of Shri Prabir Chakravar as an Independent Director of the Company.

Shri Prabir Chakravar , who is about 70 years of age, is an Independent Director of the Company since 29th July, 2002. He is M. A. (Economics) and a law graduate from Calcu a University. He did his MBA from Queens University, Belfast in United Kingdom. Shri Chakravar has wide experience of various industries. He is a Past President of All India Organisa on of Employers, New Delhi, Bharat Chamber of Commerce, Calcu a Club Ltd. and the Rotary Club of Calcu a. He was District Governor 2004-05 of Rotary Interna onal District 3290.

Shri Chakravar has served as a Trustee of Regional Provident Fund Commission, West Bengal, Sikkim and Andaman & Nicobar Islands and also as a member of the State Labour Standing Commi ee of West Bengal. He is a Member of the Governing Body of Indian Ins tute of Social Welfare and Business Management.

Shri Chakravar is also Director of Baghmari Tea Company Ltd., Nicco Financial Services Ltd., Reliance Jute Mills (Interna onal) Ltd., Vidula Consultancy Services Ltd., BNK Capital Markets Ltd., Nicco Corpora on Ltd., Sri Girija Prasanna Co on Mills Ltd., Mangalam Timber Products Ltd., Bally Investment Trust Private Ltd. and Carumaco Private Limited.

Shri Chakravar does not hold any Share in the Company and is not related to any Director of the Company.

Shri Chakravar has already submi ed necessary declara on pursuant to Sec on 149(7) of the Act to the effect that he meets the criteria of independence as provided in Sec on 149(6) of the Act.

In the opinion of the Board, Shri Chakravar fulfils the condi ons specified in the Act and the Rules made thereunder for his appointment as an Independent Director of the Company and his con nued associa on would be of immense benefit to the Company.

Shri Chakravar shall receive si ng fees from the Company for a ending all mee ngs of the Board or any Commi ee of the Board.

Copy of the dra le er for appointment of Shri Chakravar as an Independent Director se ng out the terms and condi ons of his appointment would be available for inspec on without any fee by the Members at the Registered Office of the Company during normal business hours on any working day.

The Board recommends the Special Resolu on set out at Item No.4 of the convening No ce.

Except Shri Prabir Chakravar himself no director and Key Managerial Personnel of the Company and their rela ves are concerned or interested in the proposed Special Resolu on.

This Statement may also be regarded as a disclosure under Clause 49 of the Lis ng Agreement with the Bombay Stock Exchange.

Re. Item No. 5

Pursuant to Sec on 149 of the Companies Act, 2013 (‘the Act’) the Company is required to have at least one third of the total number of its Directors as independent directors, who shall not be liable to re re by rota on. In terms of Sec on 149 and other applicable provisions of the Companies Act 2013, Shri Sa sh Kapur being eligible and offering himself for appointment, is proposed to be appointed as a non rota onal Independent Director of the Company to hold office for three consecu ve years from the date of passing of the proposed Resolu on. A no ce has been received from a member proposing the appointment of Shri Sa sh Kapur as an Independent Director of the Company.

Shri Sa sh Kapur, who is about 69 years of age, is a Director of the Company since 27th March, 2006. He specialises in Marke ng and Management. He is ac ng as representa ve of a foreign company to sell its Newsprint to major publishers in India and another foreign company for supplying its products to the Lamina ng Industry.

Shri Kapur is the Honorary Director of the Consular Corps of Kolkata and the Honorary Consul of the Consulate of Finland. Shri Kapur is on the Commi ee of the Indian Chamber of Commerce and Bharat Chamber of Commerce. He is the past President of Saturday Club and the Rotary Club of Kolkata. He is also the past President of Federa on of Corrugated Box Manufacturers of India.

Shri Kapur is the Managing Director of Crossley & Towers Private Ltd. and B. N. Kapur Private Ltd. and a Director of Vaikunt Paperboard Pvt. Ltd.; Vertex Paperboard Marke ng

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

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Annexure to the NoticePvt. Ltd.; Helles Investments Pvt. Ltd.; Vantage Paper Board Pvt. Ltd.; Ospak Cyfox Paper Co. (Pvt.) Ltd.; Hindustan Engineering & Industries Ltd. and Ludlow Jute & Speciali es Ltd.

Shri Kapur holds 26,000 Equity Shares of the Company in his own name and is not related to any Director of the Company.

Shri Kapur has already submi ed necessary declara on pursuant to Sec on 149(7) of the Act to the effect that he meets the criteria of independence as provided in Sec on 149(6) of the Act.

In the opinion of the Board, Shri Kapur fulfils the condi ons specified in the Act and the Rules made thereunder for his appointment as an Independent Director of the Company and his con nued associa on would be of immense benefit to the Company.

Shri Kapur shall receive si ng fees from the Company for a ending all mee ngs of the Board or any Commi ee of the Board.

Copy of the dra le er for appointment of Shri Kapur as an Independent Director se ng out the terms and condi ons of his appointment would be available for inspec on without any fee by the Members at the Registered Office of the Company during normal business hours on any working day.


Except Shri Sa sh Kapur himself no director and Key Managerial Personnel of the Company and their rela ves are concerned or interested in the proposed Special Resolu on.


Re. Item No. 6

Pursuant to Sec on 149 of the Companies Act, 2013 (‘the Act’) the Company is required to have at least one third of the total number of its Directors as independent directors, who shall not be liable to re re by rota on. In terms of Sec on 149 and other applicable provisions of the Companies Act 2013, Smt. Sindhubala Choudhury being eligible and offering herself for appointment, is proposed to be appointed as a non rota onal Independent Director of the Company to hold office for three consecu ve years from the date of passing of the proposed Resolu on. A no ce has been received from a member proposing the appointment of Smt. Sindhubala Choudhury as an Independent Director of the Company.

Smt. Sindhubala Choudhury, who is about 61 years of age, is a Director of the Company since 29th May, 2010. Smt.

Choudhury re red from Life Insurance Corpora on of India (LIC). At the me of her re rement from LIC she was ac ng as Director Management Development Centre of LIC. She is a Post Graduate in Sociology and Labour Welfare and holds Post Graduate Diploma in Human Resource Management.

Smt. Choudhury does not hold any Share in the Company and is not related to any Director of the Company.

Smt. Choudhury has already submi ed necessary declara on pursuant to Sec on 149(7) of the Act to the effect that she meets the criteria of independence as provided in Sec on 149(6) of the Act.

In the opinion of the Board, Smt. Choudhury fulfils the condi ons specified in the Act and the Rules made thereunder for her appointment as an Independent Director of the Company and her con nued associa on would be of immense benefit to the Company.

Smt. Choudhury shall receive si ng fees from the Company for a ending all mee ngs of the Board or any Commi ee of the Board.

Copy of the dra le er for appointment of Smt. Choudhury as an Independent Director se ng out the terms and condi ons of her appointment would be available for inspec on without any fee by the Members at the Registered Office of the Company during normal business hours on any working day.

The Board recommends the Special Resolu on set out at Item No. 6 of the convening No ce.

Except Smt. Choudhury herself no director and Key Managerial Personnel of the Company and their rela ves are concerned or interested in the proposed Special Resolu on.


Re. Item No. 7

Pursuant to Sec on 149 of the Companies Act, 2013 (‘the Act’) the Company is required to have at least one third of the total number of its Directors as independent directors, who shall not be liable to re re by rota on. In terms of Sec on 149 and other applicable provisions of the Companies Act 2013, Shri Dau Dayal Kothari being eligible and offering himself for appointment, is proposed to be appointed as a non rota onal Independent Director of the Company to hold office for three consecu ve years from the date of passing of the proposed Resolu on. A no ce has been received from a member proposing the appointment of Shri Dau Dayal Kothari as an Independent Director of the Company.

Shri Dau Dayal Kothari, who is about 79 years of age, is a

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Director of the Company since 23rd March, 1992. He is a Commerce Graduate and an entrepreneur with progressive outlook. His business interests include Tex les, Hosiery Knit products manufacturing, Paper, Packaging and Chemicals.

He is a former President of Bharat Chamber of Commerce, West Bengal Hosiery Associa on, Corrugated Manufacturers Associa on and Federa on of Hosiery Manufacturers Associa on of India.

Shri Kothari is a Rotarian. He is the Past President of Rotary Club of Calcu a, one of the oldest Rotary Clubs in Asia. He is associated with many educa onal, cultural and socio-economic ins tu ons and organisa ons.

He is also a Director of SKCC Paper & Board Pvt. Ltd., Shree Krishna Packaging Co. Pvt. Ltd., Sri Krishna Commercial Co. Ltd., Anant Sri Viniyog Pvt. Ltd., Shree Krishna Hosiery Pvt. Ltd., Kothari Kni ng Mills Pvt. Ltd. and Kothari Hosiery Factory Pvt. Ltd. He is also a partner in Shree Krishna Commercial Corpora on.

Shri Kothari holds 600 Equity Shares of the Company in his own name.

Shri Kothari has already submi ed necessary declara on pursuant to Sec on 149(7) of the Act to the effect that he meets the criteria of independence as provided in Sec on 149(6) of the Act.

In the opinion of the Board, Shri Kothari fulfils the condi ons specified in the Act and the Rules made thereunder for his appointment as an Independent Director of the Company and his con nued associa on would be of immense benefit to the Company.

Shri Kothari shall receive si ng fees from the Company for a ending all mee ngs of the Board or any Commi ee of the Board.

Copy of the dra le er for appointment of Shri Kothari as an Independent Director se ng out the terms and condi ons of his appointment would be available for inspec on without any fee by the Members at the Registered Office of the Company during normal business hours on any working day.


Except Shri Dau Dayal Kothari himself no director and Key Managerial Personnel of the Company and their rela ves are concerned or interested in the proposed Special Resolu on.


Re. Item No. 8

By an Ordinary Resolu on passed at the Annual General Mee ng of the Company held on 28th August, 2009 the Board of Directors of the Company (‘the Board’) was authorised pursuant to Sec on 293(1)(d) of the Companies Act, 1956 to borrow moneys from me to me for the Company’s business which togetherwith the moneys already borrowed by the Company (apart from temporary loans obtained from its bankers in the ordinary course of business) may exceed aggregate of the paid up capital of the Company and its free reserves, provided that the aggregate of the moneys so borrowed and outstanding at any one me shall not exceed ` 250/- Crores.

Sec on 180 of the Companies Act, 2013 provides, inter-alia, that the Board shall exercise the above power to borrow moneys with the consent of the Company by a Special Resolu on.

The Special Resolu on set out at item No. 8 of the convening No ce has to be considered accordingly and the Board recommends the same.

No Director and Key Managerial Personnel of the Company and their rela ves are concerned or interested in the proposed Special Resolu on.

Re. Item No. 9

Having regard to his qualifica ons, background and experience, the Board of Directors of the Company (‘the Board’) at its Mee ng held on 14th May, 2014 re-appointed Shri Prabhu Nath Ojha as the Whole me Director designated as Execu ve Director of the Company for a further period of one year with effect from 17th August, 2014 on such remunera on as may be approved by the Nomina on and Remunera on Commi ee of the Directors of the Company (‘Remunera on Commi ee’). The Remunera on Commi ee at its Mee ng held on 14th May, 2014 decided the remunera on of Shri Ojha.

The terms and condi ons of such re-appointment of Shri Prabhu Nath Ojha as approved by the Board are set out in the Agreement (‘Agreement’) to be entered into by the Company with him and an abstract of the terms thereof togetherwith informa on required to be given to the Shareholders pursuant to Sec on II of Schedule V to the Companies Act, 2013 (‘the Act’) is set out below :


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II. INFORMATION ABOUT THE APPOINTEE :

1. Background details Shri Prabhu Nath Ojha, who is about 67 years of age, is a Bachelor of Chemical Engineering from Jadavpur University, Kolkata and has more than 43 years of experience in chemical/process industries and power plants in many companies in various capaci es. He is a Life Member of the Indian Ins tute of Directors; a Member of American Ins tute of Chemical Engineers; Indian Ins tute of Chemical Engineers and Ins tute of Engineers (India) and Charter Engineer. He is an ac ve Rotarian. Shri Ojha is also a Director of Bangur Exim Private Ltd. and PCAS Exim Private Ltd.

2. Past Remunera on a) Salary: Basic Salary - ` 1,41,000/- per month.

b) Special Allowance: ` 20,000/- per month.

c) Perquisites :

i) House Rent Allowance: At the rate of 15% of the Salary per month.

ii) Medical Reimbursement: Expenses incurred for self and family subject to a ceiling of one and a half month’s Salary in each year.

iii) Leave Travel Assistance: At the rate of one and a half month’s Salary in each year.

iv) Reimbursement of conveyance expenses: To the extent of ` 20,000/- per month for the Company’s business.

v) Encashment of accumulated leave not exceeding two months at the end of the tenure.

vi) Telephone: The Company will provide one telephone at his residence.

3. Recogni on or Awards Shri Ojha is the recipient of various awards including the Life Time Achievement Award from Greentech Society of India.

4. Job Profile and his Suitability Shri Ojha is the Whole me Director designated as Execu ve Director of the Company since 17th August, 2011. He is fully conversant with the ac vi es of the Company. As Execu ve Director, he shall devote whole of his me and a en on to the business and affairs of the Company and perform such du es and exercise such powers as may from me to me be entrusted to or vested in him by the Board subject to superintendence, control and direc on of the Board.

I. GENERAL INFORMATION :

1. Nature of Industry. Chlor-Alkali

2. Date of commencement of Commercial Produc on. In the year 1967

3. In case of new companies, expected date of commencement of ac vi es as per project approved by financial ins tu ons appearing in the prospectus.

Not Applicable

4. Financial Performance based on Given indicators. Financial year Total Turnover (`)

Net Profit (Loss)(`)

2011-12 1,13,20,70,440 78,39,558

2012-13 1,33,04,94,920 86,57,007

2013-14 1,21,25,42,049 (18,06,33,574)

5. Foreign investments or collabora ons, if any. None

9


5. Remunera on Proposed : In considera on of his services as Whole me Director designated as Execu ve Director, Shri Ojha shall be

en tled to receive the following by way of remunera on :

(a) Salary ` 1,50,000/- per month

(b) Special Allowance ` 20,000/- per month

(c) Perquisites i) House Rent Allowance : At the rate of 15% of the Salary per month.

ii) Medical Reimbursement : Expenses incurred for self and family subject to a ceiling of one and a half month’s Salary in each year.

iii) Leave Travel Assistance : At the rate of one and a half month’s Salary in each year.

iv) Reimbursement of Conveyance Expenses : To the extent of ` 20,000/- per month for the Company’s business.

v) Encashment of accumulated leave not exceeding two months at the end of the tenure.

vi) Telephone : The Company will provide one Telephone at his residence

Under the Agreement Shri Ojha is en tled to leaves on full pay and allowances as per the Company’s Rules/Prac ce in force from me to

me.

The Agreement also sets out the mutual rights and obliga ons of the par es and other administra ve details.

6. Compara ve Remunera on profile with respect The proposed remunera on is comparable with the to Industry, size of the Company, profile of the prevalent trend in the Industry and commensurate with posi on and person the size of the Company and profile of the posi on and

the person.

7. Pecuniary rela onship directly or indirectly Shri Ojha holds 5 Equity Shares of the Company in his with the Company, or rela onship with the own name. 4,500 Equity Shares are held by his wife and Managerial Personnel, if any 320 Equity Shares are held by his HUF. Shri Ojha is not

related to any Director or Managerial Personnel of the Company.

III. OTHER INFORMATION 1. Reasons of loss or inadequate profits Steep increase in the cost of power in the state of Odisha

and also increase in cost of salt and other raw materials, besides absence of chlorine consuming industries in the nearby area.

2. Steps taken or proposed to be taken for The Company has successfully completed Conversion improvement Cum Expansion Project for manufacture of Caus c Soda

with the latest State of the Art and Environment Friendly Membrane Cell Technology and with this the produc on capacity of Caus c Soda has increased from 65 Tons per day to 152 Tons per day in 2010. The Company has been making all efforts to reduce power consump on by adop ng various innova ons in its Plant.

The Company is taking necessary steps for recoa ng of anodes which will reduce power consump on.

10


The Company will try to procure Salt, a major raw material, from Gujarat by Ship at the nearby Gopalpur Port once it becomes opera onal. This will substan ally reduce the cost of Salt.

The Company is installing further 12 Cell elements which will increase the Company’s produc on capacity of Caus c Soda by 2,100 tones per annum.

3. Expected increase in produc vity and profits With the above, the produc on, turnover and in measurable terms profitability of the Company should improve.

IV. DISCLOSURES

i) The remunera on package of Shri Ojha has been given hereinabove and necessary disclosures in the Board of Directors’ Report under the heading “Corporate Governance” regarding elements of remunera on of all the Directors will be made.

ii) The above remunera on of Shri Ojha is fixed component. There are no performance linked incen ves.

iii) Service contract is for one year. No ce period is of 3 months. There is no severance fees.

iv) There are no Stock Op ons.

The re-appointment and remunera on of Shri Ojha as the Whole me Director designated as Execu ve Director of the Company require the approval of the Members of the Company in general mee ng by a special resolu on in terms of Part-II of Schedule V to the Act and the remunera on so payable to him also requires the approval of the Members of the Company in general mee ng by a special resolu on under Sec on 197 of the Act.

The Special Resolu on set out at Item No.9 in the convening No ce has to be considered accordingly and the Board recommends the same.

Copy of the dra Agreement for appointment of Shri Ojha as the Whole me Director designated as Execu ve Director se ng out the terms and condi ons of his appointment would be available for inspec on without any fee by the Members at the Registered Office of the Company during normal business hours on any working day.

Save and except Shri Prabhu Nath Ojha no other Director and Key Managerial Personnel of the Company and their rela ves is concerned or interested in the proposed Special Resolu on.

Re. Item No. 10

At the recommenda on of the Audit Commi ee, the Board of Directors of the Company (the Board) at its Mee ng held on 14th May, 2014 re-appointed Shri S. P. S. Dangi, Cost Accounant, 339, Saketnagar, Indore, Madhya Pradesh - 452 001 as Cost Auditor to audit the cost records maintained by the Company in respect of chemical products for the year ending 31st March, 2015.

Cer ficate dated 24th April, 2014 of Shri S. P. S. Dangi regarding his eligibility for appointment as Cost Auitor will be available for inspec on at the Registered Office of the Company during normal business hours on any working day.

Pursuant to Rule 14 of the Companies (Audit and Auditors) Rules 2014, the appointment and remunera on payable to the Cost Auditor is required to be ra fied by the shareholders. Hence, this Resolu on is put for the considera on of the shareholders.

The proposed Resolu on set out in Item No. 10 of the convening No ce has to be considered accordingly and the Board recommends the same.

No Director and Key Managerial Personnel of the Company and their rela ves are concerned or interested in the proposed Ordinary Resolu on.

Jayshree Chemicals LimitedRegistered Office : P.O. Jayshree-761025, District : Ganjam (Odisha)

CIN : L24119OR1962PLC007123 Phone : (06811) 254319 Fax : (06811) 254384 E-mail : [email protected] Website : www.jayshreechemicals.com

52nd ANNUAL GENERAL MEETING ON SATURDAY, SEPTEMBER 27, 2014 AT 11.45 A.M.

I/We, being the member(s), holding………………………….shares of JAYSHREE CHEMICALS LIMITED hereby appoint :

1. Name :

Address :

E-mail ID : Signature : ________________________________, or failing him

2. Name :

Address :

E-mail ID : Signature : ________________________________, or failing him

3. Name :

Address :

E-mail ID : Signature : ________________________________,

as my/our proxy to a end and vote (on a poll) for me/us and on my/our behalf at the 52nd Annual General Mee ng of the Company, to be held on Saturday, the 27th day of September, 2014 at 11.45 a.m. at P.O. Jayshree -761025, District - Ganjam, Odisha and at any adjournment thereof in respect of such resolu ons as are indicated below :

Resolu on No. Resolu ons Op on

For Against

Ordinary Business

1. Adop on of the Statement of Profit and Loss of the Company for the year ended 31st March, 2014 and the Balance Sheet as at that date together with the Reports of the Directors and the Auditors thereon.

2. Appointment of Shri Virendraa Bangur who re res by rota on and offers himself for re-appointment.

Name : Serial No.:

Name(s) of joint Holder(s), if any : Share Holding :

Address :

Folio/DP ID & Client ID No. :

I/We hereby record my/our presence at the 52nd Annual General Mee ng held on Saturday, the 27th day of September, 2014 at 11.45 a.m. at P.O. Jayshree-761025, District Ganjam, Odisha.

…………………………………………………… ...………………………………………………………….Name of Proxy (in BLOCK LETTERS) Signature of Shareholder/Proxy Present

Please cut here and bring the A endance Slip duly signed, to the mee ng and hand it over at the entrance. Duplicate slips will not be issued at the venue of the Mee ng.

Tear Here

Jayshree Chemicals LimitedRegistered Office : P.O. Jayshree-761025, District : Ganjam (Odisha)

CIN : L24119OR1962PLC007123 Phone : (06811) 254319 Fax : (06811) 254384 E-mail : [email protected] Website : www.jayshreechemicals.com

ATTENDANCE SLIP

EVSN (E-VOTING SEQUENCE NUMBER) USER ID PASSWORD

140804034 Please refer to Note No. XII (III) in the AGM No ce for e-vo ng instruc ons.

PROXY FORM-MGT.11

ELECTRONIC VOTING PARTICULARS

Tear Here

AffixRevenue

Stamp

Resolu on No. Resolu ons Op on

For Against

Ordinary Business

3. Appointment of Auditors and to fix their remunera on.

Special Business

4. Appointment of Shri Prabir Chakravar as an Independent Director of the Company.

5. Appointment of Shri Sa sh Kapur as an Independent Director of the Company.

6. Appointment of Smt. Sindhubala Choudhury as an Independent Director of the Company.

7. Appointment of Shri Dau Dayal Kothari as an Independent Director of the Company.

8. Authority to the Board of Directors for borrowing moneys.

9. Re-appointment of and the remunera on payable to Shri Prabhu Nath Ojha as the Whole me Director designated as Execu ve Director of the Company.

10. Re-appointment of Shri S.P.S. Dangi, Cost Accountant as Cost Auditor for the financial year ending 31st March, 2015 and the remunera on payable to him.

Signed this …………………………………………….day of …………………………………….2014

Member’s Folio /DP ID & Client ID No………………………………………Signature of Shareholder (s)……………………………….……………………

Signature of Proxy holder(s)…………………………………………………………………………………………………………………………………...........………….

Notes : 1. This form of proxy in order to be effec ve should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Mee ng.

2. For the Resolu ons, Explanatory Statement and Notes, please refer to the No ce of the 52nd Annual General Mee ng.

*3. It is op onal to put a ‘√’ in the appropriate column against the Resolu ons indicated to the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all ‘Resolu on/s’ your proxy will be en tled to vote in the manner as he/she thinks appropriate.

BOARD OF DIRECTORS

Shri S. K. Bangur Chairman

Shri Virendraa BangurManaging Director

Shri D. D. KothariDirector

Shri Prabir ChakravarDirector

Shri Sa sh KapurDirector

Smt. Sindhubala Choudhury Director

Shri B .K. Mishra Director (IDCOL Nominee)

Shri Prabhu Nath Ojha Execu ve Director

COMPANY SECRETARYShri Raj Kishore Gupta

CHIEF FINANCIAL OFFICERShri Pawan Kumar Gupta

BANKERSState Bank of IndiaState Bank of Bikaner and JaipurIndian Overseas BankUnited Bank of India

AUDITORSMessrs. K. N. Gutgu a & CompanyChartered Accountants 6C, Middleton Street, Kolkata – 700071

REGISTERED OFFICE & WORKSP.O. Jayshree - 761025District : Ganjam (Odisha)Phone : (06811) 254319 / 329Fax : (06811) 254384CIN : L24119OR1962PLC007123

CORPORATE OFFICE 31, Chowringhee RoadKolkata - 700016Phone : (033) 2265 6271 (8 Lines)Fax : (033) 22263257E-mail : [email protected] : www.jayshreechemicals.com

REGISTRARS & SHARE TRANSFER AGENTNiche Technologies Private Ltd. D-511, Bagree Market71, B. R. B. Basu Road, Kolkata – 700001Phone : (033) 2235 7270-71Fax : (033) 2215 6823E-mail : [email protected]

Corporate InformationCorporate Information

Contents

Directors' Report 1 Management Discussion and Analysis Report 7 Report on Corporate Governance 8 Standalone Financials 17

Informa on regarding Subsidiary Company 40 Consolidated Financials 41

1Annual Report 2014 Jayshree Chemicals Limited

Consolidated FinancialsStandalone FinancialsStatutory Report

To The Members

The Directors have pleasure in presen ng herewith their Annual Report together with the audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

Par culars 31-3-2014`

31-3-2013`

Profit/(Loss) for the year (21,67,38,377) 1,49,46,007

Less/(Add) : Provision for Taxa on :

- Current Tax – 29,90,000

- Deferred Tax (Net) (3,61,42,000) 62,89,000

- MAT Credit En tlement – (29,90,000)

- Income Tax/FBT for earlier years 37,197 –

(18,06,33,574) 86,57,007

Add : Credit Balance brought forward 10,81,67,770 9,95,10,763

Balance carried forward to next year (7,24,65,804) 10,81,67,770

Directors' Report

DIVIDEND

The Board has not recommended any dividend for the financial year ended 31st March, 2014.

OPERATING RESULTS

During the year under review, your Company has achieved produc on of 44,609 M.T. of Caus c Soda, generated Wind Power of 24,20,464 kwh and earned Commission of ` 50.41 Lacs in its Trading Division.

The lease of salt fields being No. 2 and 3 at Pundi granted by the Government of India in favour of Shri Gopinath Gajapathy Narayan Deo and Shri Sarbgyan Jagannath Gajapathy Narayan Deo expired on 31st December, 2013. Consequently the sub- lease of the above salt fields granted by the above Lessees in favour of the Company also expired on 31st December, 2013. The Company is taking required steps to get the lease of salt fields as per the new guidelines of the Government of India.

There was a severe cyclone Phailin which hit the State of Odisha in the night of 11th October, 2013. Due to this, extensive damage was done to the boundary walls, sheds, buildings, equiptments, tanks, pipelines and furniture etc. in the Company’s Plant. Besides this, huge quan ty of salt was washed away and several trees were uprooted. The power supply was also cut off from the Grid. In view of this, the Company’s Plant was shut for 8 days from 12th October, 2013 to 19th October, 2013. Immediately a er the above Cyclone, there was a flood in the adjacent Rishikulya River on 24th /25th October, 2013 due to which there was further loss of produc on.

CURRENT OUTLOOK

Future of Chlor Alkali Industry is good. Demand of caus c

soda in the State of Odisha has been good. Besides consuming our produc on, caus c soda from other states also comes to Odisha in huge quan ty to meet the ever growing need of alumina/aluminium industry. It is also used by paper, steel, power, pharmaceu cals, tex les, soaps and detergents industries.

Chlorine consump on in the State of Odisha has been always lower due to lack of consuming industries. The ancillary units of CPW have been major consumers besides paper mills, pharmaceu cals and water treatment sector. Demand for Hydrochloric Acid has shown upward trend with addi on of some HCL consuming industries in Odisha and nearby Andhra Pradesh.

Your Company has evaluated feasibility of some value added products of Chlorine in order to have its own consump on and also ensure that the capacity of the Plant can be expanded in future.

INDUSTRIAL RELATIONS

Rela ons of the Company with the staff and workers remained cordial throughout the year.

GENERAL

The Company has already been accredited with ISO 9001-2008 and ISO 14001-2004 cer fica ons by DNV and these cer fica ons are being renewed as per procedures. The Company is further in advance stage of acquiring ISO-18000 cer fica on by DNV which is expected by 2nd quarter.

The welfare ac vi es and other community development programmes around the Factory including aid to educa onal ins tu ons were con nued. The results of the students of Jayshree Chemicals School at Ganjam, who appeared in the ICSE and ISC examina ons during the year was cent percent.

2 Annual Report 2014 Jayshree Chemicals Limited

The Company’s Shares are listed on the Bombay Stock Exchange Ltd. and the Lis ng Fees for the year ended 31st March, 2014 has been paid.

The Company’s Shares are available for dematerialisa on both at Na onal Securi es Depository Ltd. and Central Depository Services (India) Ltd. The ISIN No. is INE693E01016.

The Company places on record its apprecia on for the dedicated services of all the Workmen, Staff and Execu ves. The Company also expresses its gra tude to the State Government, Electricity Authori es, State Bank of Bikaner And Jaipur, State Bank of India, Indian Overseas Bank, United Bank of India and the Local Authori es for their con nued co-opera on and support.

SAFETY

The Company has adequate system for Industrial Safety. The year under review con nued to be NIL accident year.

ENVIRONMENT

As reported earlier, your Company has implemented ‘CHARTER ON CORPORATE RESPONSIBILITY FOR ENVIRONMENTAL PROTECTION’ (CREP).

SUBSIDIARY COMPANY

East Coast Powers Ltd., subsidiary of the Company (ECPL), is awai ng necessary approvals from the Government for se ng up Hydel Power Project in the State of Odisha. Since we require huge power for produc on of Caus c Soda, the Company will take power from its subsidiary on implementa on of its Project. This will be beneficial for the Company in future.

As required under Sec on 212 of the Companies Act, 1956, the Board of Directors of the Company has by a resolu on given consent for not a aching the balance sheet of ECPL for the year ended 31st March, 2014. Accordingly, the annual Accounts of the ECPL are not annexed to the Accounts of the Company. However, the same for the above year and the related detailed informa on including a hard copy thereof shall be made available at any point of me to those shareholders of the Company who seek the same. Annual Accounts of ECPL shall also be kept for inspec on by any shareholder at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Accoun ng Standard 21, Consolidated Financial Statements of the Company together with its subsidiary, East Coast Powers Ltd., are annexed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Par culars prescribed under Sec on 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure

of Par culars in the Report of the Board of Directors) Rules, 1988, to the extent applicable, forming part of this Report, are as per annexure.

PARTICULARS OF EMPLOYEES

The Company had no employee drawing remunera on specified under Sec on 217(2A) of the Companies Act, 1956 read with the Companies (Par culars of Employees) Rules, 1975, during the year under review. Accordingly, the par culars required under the above Sec on have not been given.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec on 217(2AA) of the Companies Act, 1956, the Directors state :

(i) that in the prepara on of the Annual Accounts, the applicable accoun ng standards had been followed alongwith proper explana on rela ng to material departures, if any;

(ii) that the Directors had selected such accoun ng policies and applied them consistently and made judgments and es mates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accoun ng records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preven ng and detec ng fraud and other irregulari es;

(iv) that the Directors had prepared the annual Accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A report on Management Discussion and Analysis is annexed and forms part of this Report.

CORPORATE GOVERNANCE

The Company has complied with the provisions of Clause 49 of the Lis ng Agreement rela ng to Corporate Governance. Report on Corporate Governance is annexed. Necessary declara on duly signed by the Execu ve Director of the Company to the effect that all the Board Members and Senior Management personnel have affirmed their compliance on an annual basis with the Code of Conduct as laid down by the Company pursuant to the requirements of Clause 49 of the Lis ng Agreement with the Bombay Stock Exchange Ltd. is annexed and forms part of this Report.

DIRECTORS

The Industrial Development Corpora on of Orissa Limited (IDCOL) has nominated Shri Binaya Kumar Mishra, Head

Directors' Report



(Mines & Tech) of IDCOL on the Board of Directors of the Company in place of Shri Prasanta Kumar Mishra with effect from 3rd March, 2014. The Directors place on record their apprecia on for the valuable services rendered by Shri Prasanta Kumar Mishra during his tenure of office as a Director of the Company.

Shri Virendraa Bangur re re by rota on and being eligible offers himself for re-appointment.

AUDITORS

Statutory Auditors

M/s. K. N. Gutgu a & Co., Chartered Accountants, Auditors

of the Company, re re and are eligible for re-appointment.

Cost Auditor

Shri S. P. S. Dangi of 339, Saket Nagar, Indore (M.P.), who is a Fellow Member of the Ins tute of Cost & Works Accountants of India having Membership No. 752 was appointed as the Cost Auditor for audit of the Cost Accounts maintained by the Company rela ng to Caus c Soda for the year ended 31st March, 2013. The subject Cost Audit Report was duly filed on 30th September, 2013. Shri Dangi was re-appointed as such Cost Auditor for the year ending 31st March, 2014.

Directors' Report

On behalf of the Board

Place : Kolkata S. K. BangurDate : 15th May, 2014 Chairman

INFORMATION AS PER SECTION 217 (1) (e) READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS ) RULES, 1988 AND FORMING PART OF THE DIRECTOR’S REPORT.

A) Conserva on of Energy

a) Energy conserva on measures taken :

An energy conserva on commi ee was formed to monitor day to day power, fuel oil & steam consump on. It took the following measures to reduce the power, fuel oil & steam consump on :

i. Implementa on of VFD for chilled water pump.

ii. Implementa on of VFD for lean brine pump.

iii. Replacement of new vacuum Pump with lower ra ng motor of 22KW instead of exis ng 30KW at caus c evapora on unit.

iv. By taking various technical measures, power factor is improved from 0.9940 to 0.9950 to restrict maximum demand.

b. Addi onal Investments and proposals being considered for reduc on of consump on of energy in future:

i. Provision for conversion from CFL technology to LED for Plant and office ligh ng.

ii. Provision for ligh ng and other small equipment through solar power system.

iii. Commissioning of VFD for boiler FD fan motor.

c) Impact of the measures taken at (a) and (b) above for reduc on of energy consump on and consequent impact on the cost of produc on of goods:

i. In view of the measures taken at (a) above overall power consump on was reduced from 30500 KWH/ day to 29949 KWH/Day and fuel oil was reduced from 9.92 Kg/MT of caus c to 6.27 Kg/ MT of caus c produc on in year 2013-14

ii. In view of the measures to be taken at (b) above the trial run of said FD fan motor in boiler with VFD completed and actual saving figures is being taken 198 KWH/ day.

Annexure to the Directors' Report


FORM AForm for Disclosure of Par culars with respect to Conserva on of Energy

Par culars 2013–14 2012–13

A. POWER AND FUEL CONSUMPTION

1. Electricity

a) Purchased :

Unit (In Million Units) 120.01 125.99

Total Amount (` in Lacs) 6,353.52 5,713.94

Average Rate (`/Unit) 5.29 4.53

Own Genera on :

i) Through Disel Generator

Units – –

Units per Ltr. of Disel Oil – –

Cost / Unit – –

ii) Through Steam Turbine/Generator :

Units – –

Units per Ltr. of Fuel Oil/Gas – –

Cost / Unit – –

2. Coal (Specify quality and where used)

Quan ty (M.T.) – –

Total Cost – –

Average Rate – –

3. Furnance Oil

Quan ty (K. Ltrs.) 280.17 493.99

Total Amount (` in Lacs) 127.51 215.31

Average Rate (`/K.Ltrs.) 45,509.61 43,586.14

4. Others / Internal Genera on

Quan ty – –

Total Cost – –

Rate/Unit – –

B. CONSUMPTION PER UNIT OF PRODUCTION

Caus c Soda :

Electricity (Kwh/M.T.) – With Membrane Cell 2,690.00 2,531.00

Furnance Oil (Ltrs/M.T.) 6.28 9.92

Coal (Specify Quality) – –

Others (Specify) – –





C. TECHNOLOGY ABSORPTIONResearch & Development (R & D) :

Sl. No.

Par culars 2013-14 2012-13

1. Specific areas in which R & D carried out by the Company.

1. To reduce Iodide impuri es in feed brine from 80 ppb to less than 50 by maintaining the free chlorine up to 10 ppm in saturator outlet brine.

2. Maintain the sodium chlorate in feed brine between 4-5 gpl.

1) To control TOC, we studied characteris cs of organic compounds in salt & by maintaining free chlorine in saturator upto 10 ppm, TOC being maintained below 12 ppm.

2) To reduce the cellulose consump on by increase of filtra on cycle, we are maintaining the stand by filter in wet condi on by filling with DM water.

3) Using RO reject water for floor washing, lime solu on prepara on, toilets & for fire hydrant.

2. Benefits derived as a result of the above R & D.

1. Reduce the chances of the deposi on of Barium paraperiodate on membrane. Increased the life of membrane to some extent.

2. The chlorate level (<12 ppm) and nickel content (<1.0 ppm) in final product (CS lye) will come down and the corrosion rate also come down in evapora on plant. Finally the customer will get sa sfied.

1) Membrane life was increased to some extent by maintaining the TOC below 12 ppm.

2) Cellulose consump on reduced from 0.120 KG/MT of caus c produc on to 0.060 Kg/MT of caus c produc on.

3) Raw water consump on reduced from 10.0 M3/MT of caus c produc on to 8.5 M3/MT of produc on.

3. Future plan of Ac on. 1. OHSAS 18001: Safety Management System Implementa on

2. Energy Management System (ISO 50001) Implementa on

Removal of magnesium from bi ern brine and u liza on of brine in the system.

4. Expenditure on R & D Technology Absorp on, Adap on and Innova on.

– –

FORM B


On Behalf of the Board

Kolkata S. K. BangurDate : 15th May, 2014 Chairman


D. FOREIGN EXCHANGE EARNINGS & OUTGO :

Sl. No.

Par culars 2013-14 2012-13

1. Ac vi es rela ng to exports; ini a ves taken to increase exports; development of new export markets for products and services; and export plans.

There is no export poten al of the company’s products due to logis c constraints.

There is no export poten al of the Company’s products due to logis c constraints.

2. Total Foreign Exchange used and earned :

– (` in Lacs)

Par culars 2013-14 2012-13

Outgo

Value of imports calculated on CIF Basis :

Components, Stores & Spares 215.72 28.26

Earnings

Commission 50.40 27.57



a. INDUSTRY STRUCTURE AND DEVELOPMENTS

The Company’s main business is to manufacture caus c soda, chlorine, hydrochloric acid and sodium hypochlorite at its facili es located at Ganjam (Odisha). Besides, the Company has one Wind Mill at Bogampa Village near Coimbatore in Tamilnadu and Trading Division at Kolkata in the name and style of “Bangur Exim.”

Caus c Soda is used in various applica ons such as finishing opera ons in tex les, manufacture of soaps and detergents, alumina, paper and pulp, control of pH (so ening) of water, general cleansing and bleaching. The aluminium industry is the biggest demand driver for caus c soda. Chlorine is used in mul ple sectors such as manufacture of polymers like PVC, bleaching applica ons, paper and pulp and tex le industry.

b. OPPORTUNITIES AND THREATS

During the year under review the interna onal prices of Caus c Soda remained around US$ 400 per MT in the first half and around US$ 410 per MT in the second half. Further deprecia on of rupee has made imports costly. The selling price of Chlorine and Hydrochloric Acid remained under pressure. Caus c Soda con nued to be imported in good quan ty. Power tariff for 2014-15 remain unchanged. The Company has been making all efforts to reduce power consump on by adop ng various innova ons in its Plant.

The selling price of Caus c Soda is governed by demand and supply gap due to high installed capacity in the Country and imports. Inspite of this and addi onal capaci es created, the Company does not foresee any problem in marke ng its products.

c. SEGMENTWISE OR PRODUCTWISE PERFORMANCE

The Company incurred a Cash Loss of ` 912.46 Lacs from the Caus c Soda segment. The Cash Loss was mainly due to severe cyclone phailin, increase in power and raw material costs.

In the Wind Power segment, the Company earned a Cash Profit of ` 33.18 Lacs.

In the Trading Division, the Company earned a Cash Profit of ` 16.62 Lacs.

d. OUTLOOK

During the year, produc on was lower and we could achieve 83.85% of the rated capacity mainly because of severe cyclone phailin and flood.

Management Discussion and Analysis ReportThe Company has consolidated its presence in the State of Odisha by increasing its produc on capacity. Caus c Soda and Chlorine are the most important basic inorganic chemicals used by almost all industries.

Your Company con nues to be the only producer of caus c soda and chlorine in the State of Odisha.

Demand for Caus c Soda is con nuously increasing due to capacity expansion of aluminium and other consumer industries in the State of Odisha. The increase in demand and the Company’s increased capacity will have posi ve impact on the Company’s working.

e. RISKS & CONCERNS

As a management policy the Company puts greater emphasis on the safety of its workmen and the plant. The Company also gives priority to the maintenance and overall upkeepment of the Plant. It has adopted TPM ac vi es which gives inputs to improved maintenance and upli ment of plant and equipment.

f. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls. All transac ons are authorised, recorded and reported correctly. Internal audits and checks are carried out regularly by Internal Auditors, an independent firm of Chartered Accountants. An Audit Commi ee headed by an independent and non-execu ve director, is in place to review the systems con nuously.

g. FINANCIAL & OPERATING PERFORMANCE

This has already been discussed in the Directors’ Report.

h. HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONTS

The Company has cordial rela ons with its employees as well as unions and all problems are solved across the table in a very congenial atmosphere. Workshops are being organized on a regular basis to impart training to the Company’s personnel and also to make them aware of the developments in the Industry. There were 334 employees as on 31st March, 2014 against 354 employees as on 31st March, 2013.




Report on Corporate GovernanceThe Company’s Report on Corporate Governance for the year ended 31st March, 2014 is given hereunder :

1. BRIEF STATEMENT ON THE COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

The Company’s philosophy is to strive for op mum performance at all levels. The basic Corporate Governance prac ces which the Company follows for achieving the same are as under :

Fair and transparent business prac ces;

Effec ve management control by the Board;

Monitoring of Execu ve performance;

Compliance of Laws;

Independent manner of opera on of the Board;

Accountability for performance;

Monitoring of Business Risk.

2. BOARD OF DIRECTORS

The Board of Directors of the Company, as on 31st March, 2014, comprised of eight Directors, consis ng of one Managing Director, one Execu ve Director and six Non-Execu ve Directors including Nominee and Representa ve Directors.

During the year 2013-14 four Board Mee ngs of the Company were held on 10th May, 2013; 13th August, 2013; 1st November, 2013 and 14th February, 2014. The composi on of Directors and the a endance at the Board Mee ngs during the year and the last Annual General Mee ng as also number of other Directorships and Commi ee Memberships are given hereunder :

Sl.No.

Name of Director Category of Directorship No. ofBoard

Mee ngsA ended

A end-ance

at last AGM

No. of other directorships as Director/

Chairman(*)

No. of Commi ee Memberships as Director/

Chairman(**)

1 Shri S. K. Bangur Chairman & Non-Execu ve Director - Promoter Group

3 No 9 –

2 Shri D. D. Kothari Independent Non-Execu ve Director

3 No 1 2

3 Smt. Sindhubala Choudhury

Independent Non-Execu ve Director

4 Yes – 1

4 Shri P. K. Mishra (***) Nominee of IDCOL Independent Non-Execu ve Director

2 No – –

5 Shri B. K. Mishra (***) Nominee of IDCOL Independent Non-Execu ve Director

– – 1 –

6 Shri Prabir Chakravar Independent Non-Execu ve Director

4 Yes 8 5

7 Shri Virendraa Bangur Managing Director - Promoter Group

4 No 6 1

8 Shri Sa sh Kapur Independent Non-Execu ve Director

3 No 2 1

9 Shri Prabhu Nath Ojha Execu ve Director 4 Yes – 1



Report on Corporate Governance Shri S. K. Bangur and Shri Virendraa Bangur are related to each other being the father and son respec vely. Save and

except them, no Director is related to any other Director of the Company.

(*) Excluding Directorships held in Private Limited Companies.

(**) Includes Membership of Audit Commi ee and Investors’ Grievance Commi ee only.

(***) IDCOL vide le er dated 3rd March, 2014 nominated Shri Binaya Kumar Mishra Head (Mines & Tech) of IDCOL on the Board of Directors of the Company with immediate effect in place of Shri P. K. Mishra whose nomina on was withdrawn.

3. AUDIT COMMITTEE

The Audit Commi ee of the Board of Directors of the Company was cons tuted on 29th July, 2002. As on 31st March, 2014, the Commi ee comprised of Shri Prabir Chakravar , Shri D. D. Kothari, Smt. Sindhubala Choudhury and Shri Sa sh Kapur, Independent Non-Execu ve Directors of the Company, with Shri Prabir Chakravar as its Chairman. The Terms of Reference of the Audit Commi ee are as per Sec on 292A of the Companies Act, 1956 and Clause 49 of the Lis ng Agreement entered into by the Company with the Bombay Stock Exchange Ltd.

During the year, four Mee ngs of the Audit Commi ee of the Board of Directors of the Company were held on 10th May, 2013, 13th August, 2013, 1st November, 2013 and 14th February, 2014. The details of the a endance at the said Mee ngs are given hereunder :

Names of Directors No. of Mee ngs held during the tenure of Membership

No. of Mee ngs a ended

Shri D. D. Kothari 4 3

Smt. Sindhubala Choudhury 4 4

Shri Prabir Chakravar 4 4

Shri Sa sh Kapur 4 3

4. REMUNERATION COMMITTEE (NON MANDATORY)

The Remunera on Commi ee of the Board of Directors of the Company (‘Remunera on Commi ee’) was cons tuted on 26th July, 2004. As on 31st March, 2014, this Commi ee comprised of Shri S. K. Bangur, Chairman and Shri Prabir Chakravar , Smt. Sindhubala Choudhury and Shri Sa sh Kapur, three Independent Non-Execu ve Directors. The Commi ee has power to regulate its Mee ngs and proceedings.

During the year, two Mee ngs of the Remunera on Commi ee were held on 13th August, 2013 and 30th November, 2013. The details of the a endance at the said Mee ngs are given hereunder :

Names of Directors No. of Mee ngs held during the tenure of Membership

No. of Mee ngs a ended

Shri S. K. Bangur 2 2

Smt. Sindhubala Choudhury 2 1

Shri Prabir Chakravar 2 2

Shri Sa sh Kapur 2 1


The details of remunera on of the Managing, Execu ve and Non-Execu ve Directors during the year ended 31st March, 2014 are as under :

i) Managing Director

Name Shri Virendraa Bangur

Descrip on Managing Director

Salary ` 25,63,333/-

Benefits

Allowances & Perquisites ` 10,45,116/-

Bonus –

Pension –

Fixed Component

Contribu ons to Provident & Superannua on Funds ` 6,92,100/-

Performance linked Incen ve –

Service Contract 12th November, 2013 to 11th November, 2016

No ce Period 3 Months

Severance Fee Nil

Stock Op ons (`) –

TOTAL ` 43,00,549/-

ii) Execu ve Director

Name Shri Prabhu Nath Ojha

Descrip on Execu ve Director

Salary ` 16,51,355/-

Benefits

Allowances & Perquisites ` 9,11,750/-

Bonus –

Pension –

Fixed Component

Contribu ons to Provident & Superannua on Funds –

Performance linked Incen ve –

Service Contract 17th August, 2011 to 16th August, 2014

No ce Period 3 Months

Severance Fee Nil

Stock Op ons (`) –

TOTAL ` 25,63,105/-

iii) Non-Execu ve Directors

Non-Execu ve Directors are not en tled for any remunera on other than the si ng fees for a ending Mee ngs of the Board of Directors of the Company or a Commi ee thereof.

Report on Corporate Governance



Report on Corporate Governance The details of si ng fees paid are as under :-

Name of Director Si ng Fees (`)

Shri S. K. Bangur 25,000/-

Shri D. D. Kothari 30,000/-

Smt. Sindhubala Choudhury 45,000/-

Shri P. K. Mishra 10,000/-

Shri Prabir Chakravar 50,000/-

Shri Sa sh Kapur 35,000/-

TOTAL 1,95,000/-

5. INVESTORS GRIEVANCE COMMITTEE

A Share Transfer Commi ee of the Board was cons tuted in the year 1981. This Commi ee was renamed as Investors Grievance Commi ee on 29th July, 2002 and its scope was enlarged to include the ma ers specified in Clause 49 of the Lis ng Agreements with the Stock Exchanges. As on 31st March, 2014 this Commi ee comprised of Shri Virendraa Bangur, Managing Director, Shri D. D. Kothari, Director and Shri Prabhu Nath Ojha, Execu ve Director of the Company as its Members with Shri Virendraa Bangur as its Chairman. During the year, one Mee ng of the Investors Grievance Commi ee was held on 29th March, 2014 and the same was a ended by Shri Virendraa Bangur, Shri D.D.Kothari and Shri P. N.Ojha.

Shri Raj Kishore Gupta, Company Secretary is the Compliance Officer of the Company. There was one complaint from one Shareholder during the year under review which was duly resolved and no complaint was pending at the end of the financial year.

6. (a) ANNUAL GENERAL MEETINGS

The last three Annual General Mee ngs of the Company were held as under :

Financial Year ended Date Time Venue

31-03-2013 20-8-2013 3 P.M. Registered Office atP. O. Jayshree - 761 025, District Ganjam (Odisha)



There was no Special Resolu on for considera on of the Members of the Company at any of the above three Annual General Mee ngs requiring postal ballot exercise.

(b) EXTRA ORDINARY GENERAL MEETINGS

One Extra-ordinary General Mee ng of the Company was held at the Company’s Registered Office on 21st October, 2013 for approving the re-appointment of Shri Virendraa Bangur as the Managing Director of the Company for a further period of three years with effect from 12th November, 2013 and the Special Resolu on passed for this purpose thereat was not required to be put through Postal Ballot.

No Special Resolu on or Resolu on on ma ers requiring postal ballot exercise as specified under Clause 49 of the Lis ng Agreement with the Bombay Stock Exchange Ltd. is placed for approval of the Shareholders at the ensuing Annual General Mee ng.

7. DISCLOSURES

A. Related Party Transac ons

The Company has not entered into any transac on of material nature with the Promoters, the Directors or the Management, their subsidiaries or rela ves, etc. that may have any poten al conflict with the interest of the Company.


B. Compliances by the Company

The Company has complied with the requirements of the Bombay Stock Exchange, SEBI and other statutory authori es on all ma ers related to capital markets during the last three years. No penal es or strictures have been imposed on the Company by the Stock Exchange or SEBI or any other statutory authori es rela ng to the above.

8. MEANS OF COMMUNICATION

The quarterly/half yearly financial results during the year under review were published in English in the ‘Business Standard’ and in Oriya in the ‘Orissa Bhaskar’, all circulated in Ganjam where the Registered Office of the Company is situated. The results are displayed on the Company’s website www.jayshreechemicals.com but are not sent individually to the Shareholders. No separate presenta ons were made to ins tu onal investors or the analysts.

9. GENERAL SHAREHOLDER INFORMATION

i) Annual General Mee ng

Date 27th September, 2014

Time 11.45 A.M.

Venue P. O. Jayshree - 761 025, District Ganjam (Odisha)

ii) (a) Financial year 2014–15

(b) Financial Calendar The Financial Calendar for the year 2014-15 (Provisional) is as under :

a. Results for the first quarter ending By middle of August, 2014 30th June, 2014

b. Results for the second quarter ending By middle of November, 2014 30th September, 2014

c. Results for the third quarter ending By middle of February, 2015 31st December, 2014

d. Results (Audited) for the Financial year By end of May, 2015 ending 31st March, 2015

e. Annual General Mee ng for the year By end of August, 2015 ending 31st March, 2015

iii) Date of Book Closure The Register of Members and the Share Transfer Books of the Company will remain closed from 22nd September, 2014 to 27th September, 2014 both days inclusive, for the purpose of the Annual General Mee ng of the Company to be held on 27th September, 2014.

iv) Dividend Payment Date No Dividend is proposed.

v) Lis ng on Stock Exchange Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Fort

Mumbai - 400 001

Annual Lis ng Fees to the Bombay Stock Exchange Ltd. for the year ended 31st March, 2014 has been paid.

vi) Stock Code : Name of Stock Exchange Physical Demat ISIN No.

Bombay Stock Exchange Ltd. 5,06,520 INE693E01016




vii) Market Price Data The High and Low prices in each month in the Bombay Stock Exchange Ltd. (BSE) at which the Company’s Shares are listed are given hereunder :

Price per Share

Month High (`) Low (`)

April, 2013 8.26 7.13

May, 2013 7.50 5.66

June, 2013 6.20 5.18

July, 2013 6.63 5.72

August, 2013 5.80 4.50

September, 2013 5.30 4.31

October, 2013 6.25 5.40

November, 2013 5.75 5.05

December, 2013 5.77 4.80

January, 2014 6.30 4.75

February, 2014 6.30 5.29

March, 2014 6.31 4.76

viii) Share price performance in comparison to The Company’s Share prices at the Bombay Stock broad-based Indices Exchange Ltd. (BSE) are given hereunder :

On 1st April, 2013 : ` 7.81 P. per Share On 31st March, 2014 : ` 5.20P. per Share Change : (-) 33.42% Indices (BSE Sensex) On 1st April, 2013 : 18,890.81 (Opening) On 31st March, 2014 : 22386.27 (Closing) Change : 18.50%

ix) Registrars and Share Transfer Agents Niche Technologies Private Ltd. are ac ng as the Registrars of the Company for both physical and dematerialized form of Shares. The address of the above Registrars is given hereunder :

Niche Technologies Private Ltd. D-511, Bagree Market, 71, B. R. B. Basu Road, Kolkata - 700 001 Telephones : (033) 2235 7270/2235 7271, Fax No. (033)-2215 6823 Email : [email protected]

x) Share Transfer System : Niche Technologies Private Limited, the Registrars and Share Transfer Agents of the Company, processes transfer, sub-division, consolida on, spli ng etc. of Shares in physical form in close co-ordina on with the Company and the same are approved by the Investors Grievance Commi ee of the Company. Share Transfers etc. are registered and returned within a period of 15 days and the Dematerialisa on Requests are confirmed within 21 days from the dates of lodgment thereof.



xi) Distribu on of Shareholding

a) Shareholding Pa ern as on 31st March, 2014 is as under :

Category No. ofShares held

Percentage of Shareholding

Promoters 1,43,18,259 48.824

Mutual Funds/UTI 200 0.001

Banks, Financial Ins tu ons and Insurance Companies 9,91,556 3.381

Private Corporate Bodies 12,00,959 4.095

Indian Public 1,23,57,766 42.138

NRIs/OCBs 4,57,517 1.560

Foreign Ins tu onal Investors 200 0.001

ADRs/GDRs – –

TOTAL 2,93,26,457 100.00

b) Distribu on of Shareholding as on 31st March, 2014 is as under :

No. of Equity Shares held Shareholders Shares

Nos. % Nos. %

1 to 500 2,302 59.82 4,25,310 1.45

501 to 1000 530 13.77 4,27,694 1.46

1001 to 5000 710 18.45 16,75,273 5.71

5001 to 10000 133 3.46 9,19,105 3.13

10001 to 50000 114 2.96 23,04,883 7.86

50001 to 100000 18 0.47 13,42,502 4.58

100001 and above 41 1.07 2,22,31,690 75.81

TOTAL 3,848 100.00 2,93,26,457 100.00

c) Details of Shares held by the Directors are as under :

Names No. of Shares held Percentage

Shri Shree Kumar Bangur 4,37,500 1.4918

Shri Dau Dayal Kothari 600 0.0020

Shri Virendraa Bangur 4,92,500 1.6794

Shri Sa sh Kapur 26,000 0.0887




xii) Dematerialisa on of As on 31st March, 2014, 99.64% of the Company’s total Shares and Liquidity Shares represen ng 2,92,19,494 Shares were held in

dematerialised form and the balance 0.36% represen ng 1,06,963 Shares were in physical form.

xiii) Outstanding GDR/ADRs/ The Company has not issued any GDR/ADRs. etc. Warrants or any conver ble instruments, conversion date and likely impact on equity

xiv) Plant Loca on The Company’s Plant is located at P. O. Jayshree - 761 025, District Ganjam (Odisha)

xv) Addresses for correspondence 1. Registered Office : P. O. Jayshree - 761 025, District Ganjam (Odisha)

2. Kolkata Office : 31, Chowringhee Road, Kolkata - 700 016

3. Registrars and Share Transfer Agents : Niche Technologies Private Ltd. D-511, Bagree Market, 71, B. R. B. Basu Road Kolkata - 700 001

10. NON MANDATORY REQUIREMENTS

i) The Board of Directors of the Company has not yet decided on maintenance of Chairman’s office.

ii) The Company has a Remunera on Commi ee as reported in Paragraph 4 of this Report.

iii) The rest of the Non- Mandatory requirements such as Shareholder Rights, Training of Board Members and Mechanism for evalua ng non-execu ve Board Members will be implemented by the Company as and when required and/or deemed necessary by the Board of Directors of the Company.






TO WHOMSOEVER IT MAY CONCERN

I, Prabhu Nath Ojha, Execu ve Director of the Company, do hereby declare that all the Board Members and

Senior Management Personnel of the Company have affirmed their compliance on an annual basis with the Code

of Conduct as laid down by the Company pursuant to the requirements of Clause 49 of the Lis ng Agreement

with the Bombay Stock Exchange Ltd.

Place : Kolkata, Prabhu Nath Ojha Date : 14th May, 2014 Execu ve Director

AUDITORS’ CERTIFICATETo the Members ofJayshree Chemicals Limited

We have examined the compliance of the condi ons of Corporate Governance by Jayshree Chemicals Limited for

the year ended 31st March, 2014 as s pulated in Clause 49 of the Lis ng Agreement of the said Company with

the Bombay Stock Exchange Ltd.

The compliance of condi ons of Corporate Governance is the responsibility of the Management. Our examina on

was limited to the procedures and implementa on thereof adopted by the Company for ensuring the compliance

of the condi ons of Corporate Governance. It is neither an audit nor an expression of the opinion on the financial

statements of the Company.

In our opinion and to the best of our informa on and explana ons given to us, we cer fy that the Company has

complied with the condi ons of Corporate Governance as s pulated in the above men oned Lis ng Agreement.

We state that there was one complaint from the Shareholder during the year ended 31st March, 2014, which was

duly resolved and no complaint was pending at the end of the financial year.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the

efficiency or effec veness with which the Management has conducted the affairs of the Company.

For K. N. GUTGUTIA & CO. Chartered Accountants Firm Registra on No. 304153E

B. K. Bhu a Place : Kolkata PartnerDate : 14th May, 2014 Membership No. 059363



Independent Auditors' ReportTo the Members of Jayshree Chemicals Limited

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statement of JAYSHREE CHEMICALS LIMITED (“the Company”), which comprises the Balance Sheet as at March 31, 2014 and the Statement of Profit & Loss and the Cash Flow Statement for the year then ended and a summary of significant accoun ng policies and other explanatory informa on.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the prepara on of these financial statements that give a true and fair view of the financial posi on, financial performance and cash flows of the Company in accordance with the Accoun ng Standards referred to in sub-sec on (3C) of Sec on 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementa on and maintenance of internal control relevant to the prepara on and presenta on of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Audi ng issued by the Ins tute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s prepara on and fair presenta on of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion of the effec veness of the en ty’s internal control. An audit also includes evalua ng the appropriateness of accoun ng policies used and the reasonableness of the accoun ng es mates made by the Management, as well as evalua ng the overall presenta on of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our informa on and according to the explana ons given to us, the financial statements give the informa on required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accoun ng principles generally accepted in India :

(a) in the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2014;

(b) in the case of Statement of Profit & Loss, of the Loss for the year ended on that date; and

(c) in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-sec on (4A) of Sec on 227 of the Act, we give in the Annexure a statement on the ma ers specified in paragraphs 4 and 5 of the Order.

2. As required by Sec on 227(3) of the Act, we report that :

a) We have obtained all the informa on and explana ons which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examina on of those books;

c) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit & Loss, and Cash Flow Statement comply with the Accoun ng Standards referred to in sub-sec on (3C) of Sec on 211 of the Companies Act, 1956;

e) On the basis of the wri en representa ons received from the Directors as on 31st March, 2014 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2014 from being appointed as a Director in terms of Clause (g) of sub-sec on (1) of Sec on 274 of the Companies Act, 1956.

For K. N. Gutgu a & Co.Chartered Accountants

Firm Registra on No.304153E6C, Middleton Street, B. K. Bhu aKolkata - 700 071 PartnerDate : 14th May, 2014 Membership No. 059363


Annexure to the Independent Auditors’ Report to the Members of Jayshree Chemicals Limited referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements in our Report of even date.

Annexure to the Independent Auditors' Report

i) a. The Company has maintained proper records showing full par culars including quan ta ve details and situa on of Fixed Assets.

b. All the fixed assets have been physically verified by the Management during the year. No material discrepancies were no ced on such verifica on.

c. During the year, the Company has not disposed off any substan al/major part of fixed assets, so as to affect the going concern status of the Company.

ii) a. The inventory has been physically verified during the year by the Management. In our opinion, the frequency of verifica on is reasonable.

b. In our opinion the procedures of physical verifica on of inventory followed by the Management are reasonable and adequate in rela on to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. In our opinion, the discrepancies no ced on verifica on between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

iii) a. The Company has not given any loan, secured or unsecured to companies, firms or other par es covered in the Register maintained under Sec on 301 of the Companies Act, 1956 and as such the provisions of Clause 4(iii) (b), (c) & (d) are not applicable.

b. The Company has taken unsecured loan from companies, firms or other par es covered in the Register maintained under Sec on 301 of the Companies Act, 1956. Only Seven par es are involved with transac ons value of ` 1,597.00 Lacs. The rate of interest and other terms and condi ons of unsecured loans taken by the Company, are prima facie not prejudicial to the interest of the Company. The payment of the principal amount and interest are regular.

iv) In our opinion there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase

of inventory and fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any con nuing failure to correct major weaknesses in internal control system.

v) Based on the audit procedures applied by us and according to the informa on and explana ons given to us, we are of the opinion that transac ons need to be entered in the Register maintained under Sec on 301 of the Companies Act, 1956 have been so entered.

vi) The Company has not accepted any public deposits during the year.

vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

viii) We have broadly reviewed the books of account rela ng to materials, labour and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for maintenance of cost records under Sec on 209 (1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

ix) a. According to the informa on and explana ons given to us and records examined by us, the Company is generally regular in deposi ng with appropriate authori es undisputed statutory dues including Provident Fund, Investor Educa on and Protec on Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it.

b. According to the informa on and explana ons given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess were in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

c. According to the informa on and explana ons given to us, there are no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty and Cess which have not been deposited on account of any dispute except the following :

Name of the Statute Nature of the dues

Amount of Demand (`)

Amount Deposited (`)

Period to which amount relates

Forum where dispute is pending

Central Sales Tax Act Sales Tax 5,57,921 5,07,344 1985-86 High Court of Odisha

Central Sales Tax Act Sales Tax 2,17,994 1,10,000 1991-92 ACCT Berhampur

Central Sales Tax Act Sales Tax 1,78,082 1,22,500 1992-93 ACCT Berhampur

Odisha Sales Tax Act Sales Tax 1,39,584 1,12,926 1986-87 High Court of Odisha



Annexure to the Independent Auditors' Report

x) The Company has accumulated losses at the end of the financial year which is less than fi y percent of its net worth. The Company has incurred cash loss during the financial year covered by our audit but has no cash loss during immediately preceding financial year.

xi) Based on our audit procedures and according to the informa on and explana ons given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks. There are no outstanding dues to a financial ins tu on or debenture holders.

xii) The Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securi es.

xiii) The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provisions of Clause 4(xiii) of the Companies (Auditors’ Report) Order, 2003 (as amended) are not applicable to the Company.

xiv) The Company is not dealing in or trading in shares, securi es, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Companies (Auditors’ Report) Order, 2003 (as amended) are not applicable to the Company.

xv) The Company has not given any guarantee for loans taken by others from bank or financial ins tu ons.

xvi) According to the informa on and explana ons given to us, the Company has taken term loans during the financial year and applied the same for the purpose for which such loans were obtained.

xvii) According to the informa on and explana ons given to us and on an overall examina on of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

xviii) The Company has not made any preferen al allotment of shares during the year.

xix) During the year covered by our Report, the Company has not issued secured debentures and no secured debentures are outstanding.

xx) The Company has not raised any money by public issue during the year covered by our Report.

xxi) According to the informa on and explana ons given to us, no fraud on or by the Company has been no ced or reported during the course of our audit.

For K.N. Gutgu a & Co.Chartered Accountants

Firm Registra on No.304153E6C, Middleton Street, B. K. Bhu aKolkata - 700 071 PartnerDate : 14th May, 2014 Membership No.059363

Odisha Entry Tax Act Odisha Entry Tax

12,54,480 5,00,000 2001-02 High Court of Odisha


9,21,181 4,00,000 2002-03 Sales Tax Tribunal Cu ack


5,04,343 33,650 2005-062006-07

Addl. CCT Appeal, Berhampur

Odisha VAT Act Odisha VAT 26,55,676 4,50,000 2005-062006-07

Addl JCCT Appeal, Berhampur

Odisha Irriga on Act, 1959 and Odisha

Irriga on Amendment Rules, 1999

Water Tax 1,27,903 25,000 August, 1967 to February, 1993

High Court of Odisha

Odisha Irriga on Act, 1959 and Odisha

Irriga on Amendment Rules, 1999

Water Tax 6,48,97,072 1,63,82,280 October, 1994 to March, 2014


Odisha Municipal Tax, 1951

Ligh ng Tax 10,60,501 1,78,068 Upto 2013-14 Court of ADM, Chatrapur

Service Tax Service Tax for Services

rendered by Goods

transporters

6,15,000 – November, 1997 to June,

1998


Income Tax Assessment Demand

6,73,629 4,50,000 2007-08 DCIT, Kolkata

West Bengal VAT ACT W B VAT 6,17,976 2,11,932 2005-06 JCCT, Kolkata(Appeal)


Significant Accoun ng Policies & Notes on Accounts 1 & 2 Notes Nos. 1 & 2 forming part of the Balance Sheet

In terms of our report on even date a ached herewith For K. N. GUTGUTIA & CO.Chartered Accountants

B. K. Bhu a R. K. Gupta P. K. Gupta Prabhu Nath Ojha Virendraa Bangur Partner Company Secretary Chief Financial Officer Execu ve Director Managing Director Membership No. 059363Kolkata, 14th May, 2014

Par culars Note No.As at

31.03.2014As at

31.03.2013I. EQUITY AND LIABILITIES

(1) Shareholders’ Funds(a) Share Capital 2.1 29,32,64,570 29,32,64,570 (b) Reserves and Surplus 2.2 5,48,02,359 23,54,35,933

34,80,66,929 52,87,00,503 (2) Non-current Liabili es

(a) Long-term Borrowings 2.3 51,32,92,605 68,12,06,425 (b) Deferred Tax Liabili es (Net) 2.4 – 3,61,42,000 (c) Long-term Provisions 2.5 50,82,268 51,44,703

51,83,74,873 72,24,93,128 (3) Current Liabili es

(a) Short-term Borrowings 2.6 61,50,33,431 31,49,75,811 (b) Trade Payables 2.7 16,07,77,992 14,18,77,566 (c) Other Current Liabili es 2.8 28,83,36,530 26,93,87,917 (d) Short-term Provisions 2.9 10,62,758 8,54,953

1,06,52,10,711 72,70,96,247 TOTAL (1+2+3) 1,93,16,52,513 1,97,82,89,878

II. ASSETS(1) Non-current Assets

(a) Fixed assets (i) Tangible Assets 2.10 1,50,67,67,767 1,54,23,71,581 (ii) Intangible Assets 7,01,847 2,82,239 (iii) Capital Work-in-Progress 1,08,88,674 62,25,318

1,51,83,58,288 1,54,88,79,138 (b) Non-current Investments 2.11 60,00,000 60,00,000 (c) Long-term Loans and Advances 2.12 10,31,79,289 10,08,07,372

1,62,75,37,577 1,65,56,86,510 (2) Current Assets

(a) Inventories 2.13 4,82,92,269 5,99,35,036 (b) Trade Receivables 2.14 17,91,27,789 19,52,62,412 (c) Cash and Bank Balances 2.15 2,83,89,596 2,09,39,167 (d) Short-term Loans and Advances 2.16 3,90,30,332 4,13,48,735 (e) Other Current Assets 2.17 92,74,950 51,18,018

30,41,14,936 30,41,14,936 32,26,03,368 TOTAL (1+2) 1,93,16,52,513 1,93,16,52,513 1,97,82,89,878

Balance Sheetas at 31st March, 2014 (Amount in `)



Significant Accoun ng Policies & Notes on Accounts 1 & 2Notes Nos. 1 & 2 forming part of the Statement of Profit & Loss



Par culars Note No.Year Ended 31.03.2014

Year Ended 31.03.2013

I. REVENUE FROM OPERATIONSSales (Gross) 1,36,37,47,529 1,50,38,43,271

Less : Excise Duty 15,12,05,480 17,33,48,351

Sales (Net) 1,21,25,42,049 1,33,04,94,920

Other Opera ng Revenues 66,50,300 46,15,809

1,21,91,92,349 1,33,51,10,729

II. Other income 2.18 1,69,23,974 2,75,43,782 III. Total Revenue (I + II) 1,23,61,16,323 1,36,26,54,511

IV. EXPENSES

Cost of Materials Consumed 2.19 26,56,82,735 29,03,00,515

Power and Fuel Expenses 65,18,30,705 59,40,92,370

Changes in Inventories of Finished Goods and Work-in-Progress 2.20 47,27,758 (38,86,337)

Employee Benefits Expense 2.21 12,21,52,644 11,93,80,863

Finance Costs 2.22 19,66,47,773 16,22,19,896

Deprecia on and Amor za on Expense 2.10 9,43,67,981 9,19,44,169

Other Expenses 2.23 10,63,07,663 9,36,57,028

Total Expenses 1,44,17,17,259 1,34,77,08,504

V. Profit before Excep onal and Extraordinary Items and Tax (III-IV) (20,56,00,936) 1,49,46,007

VI. Excep onal Items 1,11,37,441 – VII. Profit before extraordinary items and tax (V - VI) (21,67,38,377) 1,49,46,007

VIII. Extraordinary Items – – IX. Profit before Tax (VII-VIII) (21,67,38,377) 1,49,46,007

X. Tax expense : (1) Current Tax – 29,90,000

(2) Deferred Tax (Net) (3,61,42,000) 62,89,000

(3) MAT Credit En tlement – (29,90,000)

(4) Income Tax/FBT provision/payment for earlier year 37,197 37,197 –

(3,61,04,803) 62,89,000

XI. Profit/(Loss) for the period from con nuing Opera ons (IX-X) (18,06,33,574) 86,57,007

XII. Earnings per Equity Share : 2.34Equity Share of par value ` 10/- each

(1) Basic (6.16) 0.30

(2) Diluted (6.16) 0.30

Statement of Profit & Lossfor the year ended 31st March, 2014 (Amount in `)


This is the Cash Flow statement referred to in our Report of even date.

For K. N. GUTGUTIA & CO.Chartered Accountants


Par cularsYear Ended 31.03.2014


(A) CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Tax and Extra-ordinary Items (21,67,38,377) 1,49,46,007

Adjustments for:

- Deprecia on 9,43,67,981 9,19,44,169

- Net Profit/(Loss) on sale of fixed/discarded assets 1,51,492 64,336

- Interest Expenses 19,66,47,773 16,22,19,896

- Interest Income (97,39,152) (69,30,537)

Opera ng Profit Before Working Capital Changes 6,46,89,717 26,22,43,871

Adjustments for:

- Trade Payables 3,79,95,159 5,24,11,383

- Trade and other Receivables 1,39,12,663 (4,08,65,728)

- Inventories 1,16,42,767 2,62,500

Cash Generated from Opera ons 12,82,40,306 27,40,52,026

- Direct Taxes Paid (16,66,256) (23,04,784)

Net Cash generated from Opera ng Ac vi es 12,65,74,050 27,17,47,242

(B) CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (Net) (6,41,22,282) (5,16,59,738)

Sale of Fixed/Discarded Assets 1,23,659 4,43,802

Loan to Subsidiary (3,59,427) (5,52,072)

Interest Received 97,39,152 69,30,537

Net Cash used in Inves ng Ac vi es (5,46,18,898) (4,48,37,471)

(C) CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Short Term Borrowings 30,00,57,620 1,08,86,326

Repayment of Long Term Borrowings (16,79,13,820) (10,31,63,264)

Unclaimed Dividend Paid (750) –

Interest Paid (19,66,47,773) (16,22,19,896)

Net Cash generated/(used) in Financing Ac vi es (6,45,04,723) (25,44,96,834)

Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) 74,50,429 (2,75,87,063)

Opening Cash and Cash Equivalents 2,09,39,167 4,85,26,230

Closing Cash and Cash Equivalents 2,83,89,596 2,09,39,167

Cash Flow Statementfor the year ended 31st March, 2014 (Amount in `)



Accounting Policies & Notes on Account for the year ended 31st March, 2014(Forming an integral part of the Balance Sheet and Statement of Profit & Loss)

NOTE NO. 1

A) SIGNIFICANT ACCOUNTING POLICIES :

1) Accoun ng Concept

The financial statements have been prepared under the historical cost conven on on the accrual basis in accordance with the generally accepted accoun ng principles, Accoun ng Standards no fied under Sec on 211(3C) of the Companies Act, 1956 and relevant provisions thereof.

2) Use of Es mates

The prepara on of financial statements requires to make es mates and assump on that affect the reported amount of assets and liabili es and disclosure rela ng to con ngent liabili es and assets as at the Balance Sheet date and reported amount of income and expenses during the year.

Con ngencies are recorded when probable that liability will be incurred and the amount can reasonably be es mated.

Difference between the actual result and the es mates are recognised in the year the result are known/materialised.

3) Fixed Assets

Fixed Assets are stated at cost excluding excise duty and educa on cess thereon. In respect of major projects involving construc on, erec on etc. related pre-opera onal expenses (net of revenue) form part of the value of the assets capitalised. Fixed Assets re red from ac ve use and held for disposal are valued at lower of their wri en down value or net realizable value.

4) Deprecia on

Deprecia on on Fixed Assets is calculated in a manner that amor ses the cost of the assets a er commissioning over their es mated useful lives.

Deprecia on has been computed on straight line method under Sec on 205(2)(b) of the Companies Act,1956 except on (i) Furniture & Fi ngs (ii) Motor Cars & Vehicles (iii) Laboratory Equipments (iv) Railway Siding (v) Weighing Machines (vi) Computers and (vii) Fire Ex nguishers which are depreciated on wri en down value basis under Sec on 205(2)(b) of the Companies Act, 1956.

5) Investment

Long-term Investments are valued at cost. Decline in the value of investment, other than temporary

in nature, are provided/charged to the Profit & Loss Account.

6) Inventories

Inventories are valued at cost or net realisable value, whichever is lower. Cost comprises, for finished goods, cost of purchase and produc on overheads and valued as per FIFO method.

Work-in-Progress is valued at material cost. All other inventories are valued as per weighted average method.

7) Excise Duty

Excise Duty inclusive of Educa on Cess is accounted for at the point of manufacture of goods and accordingly is considered for valua on of finished goods stock lying in the factory as on the Balance Sheet date.

8) Re rement Benefits

(i) The Company has cons tuted a separate Gratuity Trust Fund. Yearly contribu on towards accrued liability on account of gratuity payable to employees is provided in the accounts on the basis of actuarial valua on and is paid to the Trust from me to me.

(ii) Leave liability in respect of employees is accounted for on actuarial valua on basis.

9) Taxa on

Current Income Tax is es mated at the amount es mated to be paid under the Income Tax Act, 1961 and is charged to Profit & Loss Account for the year.

The deferred tax for ming differences between the book and tax profits for the year is accounted for, using the tax rates and laws that have been substan vely enacted as of the Balance Sheet date.

Deferred Tax Assets arising from ming differences are recognized to the extent there is reasonable certainty that these would be realised in future. Deferred Tax Assets are recognized on unabsorbed losses only if there is virtual certainty that such Deferred Tax Assets can be realised against future taxable profits.

10) Sales

Sales are inclusive of Excise Duty and Educa on Cess and exclusive of Sales Tax and net of Brokerage & Commission.


Accounting Policies & Notes on Account for the year ended 31st March, 2014

Notes to the Balance Sheetfor the year ended 31st March, 2014

11) Recogni on of Income & Expenditure

All items of Income & Expenditure are accounted for on accrual basis, unless otherwise stated.

12) Foreign Currency Transac ons

Foreign currency transac ons and forward contracts are accounted for at the prevailing exchange rate on the date of transac ons.

Foreign currency monetary assets and liabili es and unse led forward contracts are translated on the basis of closing exchange rate.

Foreign currency non-monetary assets and liabili es are carried as per the exchange rate on the date of transac on.

Exchange differences arising on se lement/conversion of monetary assets and liabili es are recognized as income or expenses in the year in which they arise.

The premium or discount arising at the incep on of such a forward exchange contract is amor sed as expense or income over the life of the contract. Exchange differences on such contracts are recognised in the statement of profit & loss in the repor ng period in which the exchange rates change. Any profit or loss arising on cancella on or renewal of such a forward exchange contract is recognized as income or as expense for the period.

13) Borrowing Costs

Borrowing costs rela ng to (i) funds borrowed for acquisi on of Fixed Assets are capitalised and (ii) funds borrowed for other purpose are charged to Profit & Loss Account.

14) Impairment of Assets

Impairment is recognised to the extent that the recoverable amount of an asset is less than its carrying amount and the difference is charged to Profit & Loss Account as prescribed by the ICAI in Accoun ng Standard 28 - Impairment of Assets.

15) Segment Repor ng

The Company has iden fied that its business segments are the primary segments. The Company iden fies the business segments on the basis of products, risks and returns and internal repor ng system.

The geographical segment iden fica on is based on the loca on of customers of the Company.

The Segment Revenue, Segment Results, Segment Assets and Segment Liabili es include the respec ve amounts iden fiable to each of the segments as also amounts allocated on a reasonable basis. Common cost, if any, is allocable on reasonable basis. The revenues, expenses, assets and liabili es which are not allocable are shown as “Unallocated”.

2 NOTES ON ACCOUNTS Par culars As at 31.03.2014 As at 31.03.20132.1 SHARE CAPITAL

Authorised Capital

Equity Share of ` 10/- par value

4,00,00,000 (4,00,00,000) Equity Shares 40,00,00,000 40,00,00,000

Issued, Subscribed and paid-up Capital

Equity Share of ` 10/- par value

2,93,26,457 (2,93,26,457) Equity Shares of ` 10/- each fully paid in cash 29,32,64,570 29,32,64,570

Notes :

1. The Company has only one class of shares referred to as equity shares having a par value of ` 10/-. Each holder of equity shares is en tled to one vote per share.

2. In the event of liquida on of the Company, the holders of equity shares will be en tled to receive any of the remaining assets of the Company, a er distribu on of all preferen al amounts. However,no such preferen al amounts exist currently.The distribu on will be in propor on to the number of shares held by the shareholders.

(Amount in `)



Notes to the Balance Sheet

3. Details of Share holders holding more than 5% of total shares as on 31st March, 2014 :

Name of Shareholder No. of Shares % to Total Shares

Shree Satyanarayan Investments Co. Ltd. 22,11,248 7.540

The Thirumbadi Rubber Co. Ltd 18,37,000 6.264

Veer Enterprises Limited 31,41,958 10.714

4. The reconcilia on of the number of shares outstanding as at 31st March, 2014 is as below :

Par culars As at 31st March 2014 As at 31st March 2013

Number of shares at the beginning 2,93,26,457 2,93,26,457

Number of shares at the closing 2,93,26,457 2,93,26,457

Par culars As at 31.03.2014 As at 31.03.2013

2.2 RESERVE & SURPLUS

Capital Redemp on Reserve

As per last Account 30,00,000 30,00,000

Share Premium

As per last Account 12,10,13,227 12,10,13,227

Investment Allowance U lised reserve


General Reserve


Surplus

Opening Balance 10,81,67,770 9,95,10,763

Add: Net profit a er tax transferred from Statement of Profit & Loss (18,06,33,574) 86,57,007

(7,24,65,804) 10,81,67,770

TOTAL (2.2) 5,48,02,359 23,54,35,933

2.3 LONG TERM BORROWINGS

1. Term Loans-Secured

a. From Banks 46,80,34,982 63,59,48,802

b. From Govt. of Odisha 1,94,250 1,94,250

46,82,29,232 63,61,43,052

2. Deferred Payment Liabili es 4,50,63,373 4,50,63,373

TOTAL (2.3) 51,32,92,605 68,12,06,425

Notes :

1. Term Loans - Secured

a. From Banks

i Rupee/FCNR(B)/FCTL Term Loan 46,66,48,471 63,35,91,497

ii Car Loan 13,86,511 23,57,305

46,80,34,982 63,59,48,802

b. From Other Par es

Govt of Odisha for Subsidised Housing Scheme 1,94,250 1,94,250

46,82,29,232 63,61,43,052

(Amount in `)


Notes to the Balance SheetNotes :

Terms of Repayment

Outstanding Rupee Term Loan availed for Wind Mill is repayable in 12 quarterly instalments of ` 18,75,000/- each.Outstanding Rupee/FCNR(B) Term Loans are repayable in 18 quarterly instalments of ` 3,75,00,000/- each.Outstanding RupeeTerm Loans from UBI are repayable in 9 quarterly instalments of ` 30,00,000/- each.

The Company acquired vehicles under Hire Purchase Scheme, Minimum Lease payment outstanding as at 31st March 2014 in respectof these assets are as under :

Due Total MinimumLease Outstanding

as on 31st March, 2014

Interest not due Present Valueminimum lease

Payments

Within one year 11,70,012 2,04,933 9,65,079

Last Year 11,65,788 2,99,702 8,66,086

Later than one year andnot later than five years

15,73,015 1,86,504 13,86,511

Last year 27,52,286 3,94,981 23,57,305

Total : Current Year 27,43,027 3,91,437 23,51,590

Total : Last Year 39,18,074 6,94,683 32,23,391

Nature of Security

For Government of Odisha - Subsidised Housing Scheme : Secured by legal mortgage upon the Company's Leasehold Land measuring 42.79 Acres and Buildings and Structures constructed thereon.

For Modernisa on cum Expansion Project : Secured by first pari-passu charge inter-se by way of hypothec on of machinery and other fixed assets acquired or to be acquired out of the Term Loans from State Bank of Bikaner and Jaipur, State Bank of India and Indian Overseas Bank, the Term Lenders, and equitable mortgage of all the piece and parcel of factory land and other land aggrega ng to 140.80 Acres (lease hold land measuring about 107.41 Acres and free hold land measuring about 33.39 Acres) (excluding Wind Mill Land and Wind Mill receivables) situated at Ganjam District, Kalyanpur, Kanchipur, Jarapadar at Jayshree Nagar where the Company's registered office is located together with all buildings and structures, plant & machineries erected thereon, both present and future, and second charge on the current assets of the Company.

Out of total land of 140.80 Acres leasehold land measuring 42.79 Acres is presently mortgaged with the Government of Odisha. The Company is to create equitable mortgage thereon in favour of Banks on release of charge by Government of Odisha. At present FDR of ` 10.86 Lacs equivalent to amount of dues of Government of Odisha are held under lien with State Bank of Bikaner and Jaipur, and a mortgage on land purchased from OSFC measuring 2.40 Acres is to be created.

For Wind Mill Project : Exclusively secured by first pari-passu charge by way of hypotheca on on the whole movable fixed assets purchased/to be purchased out of the term loans for the wind mill project at Bogampa Village, Sulur Taluk, Tirupur, Coimbatore and Wind Mill receivables in favour of State Bank of Bikaner and Jaipur (SBBJ) and Indian Overseas Bank (IOB) and second charge on the current assets ranking pari-passu with other term lenders and to be further secured by equitable mortgage of Wind Mill project land measuring 2 Acres in favour of SBBJ and IOB on pari-passu basis.

As at 31.03.2014 As at 31.03.2013

2. DEFERRED PAYMENT LIABILITIES

Electricity Duty payable 4,50,63,373 4,50,63,373

TOTAL (2.3) 51,32,92,605 68,12,06,425

(Amount in `)




2.4 DEFERRED TAX LIABILITIES

Deferred Tax Liabili es (Net) – 3,61,42,000 Notes :a) Deferred Tax Liabili es

Deprecia on – 15,91,07,000

b) Deferred Tax Assets

Carry forward business loss/deprecia on – 11,63,23,000

Expenses allowable against taxable income in future year – 66,42,000 – 12,29,65,000

Total (2.4) – 3,61,42,000

The company has not recognised the deferred tax (net) assets as there is no reasonable and virtual certainty that these would be realised in immedeiate future.

2.5 LONG TERM PROVISIONS

Provision for Employees Benefit

Leave Liability 50,82,268 51,44,703

Total (2.5) 50,82,268 51,44,703

2.6 SHORT TERM BORROWINGS

a) Loan Repayable on demand (Secured)

From Banks :- Cash Credit A/c 9,46,33,431 8,09,48,500

b) Loan Repayable on demand (Unsecured)

From Bodies Corporate 52,04,00,000 23,40,27,311

Total (2.6) 61,50,33,431 31,49,75,811


Notes :

For Short Term Borrowings : Secured by hypotheca on of stocks of Raw Materials, Stores, Finished Products, Stock-in-Process and Book-Debts by way of first charge on pari-pasu basis (except Wind Mill receivables) with other term lenders and second charge on en re fixed assets of the Company, both present and future.

2.7 TRADE PAYABLE

a) MSME 2,12,740 1,33,998

b) Others 16,05,65,252 14,17,43,568

Total (2.7) 16,07,77,992 14,18,77,566

Notes :

Disclosure pertaining to Micro, Small and Medium Enterprises (as per informa on available with the Company : Principal amount Outstanding as at 31st March, 2014 ` 2,12,740/- (` 1,33,998/-).

(Amount in `)



Par culars As at 31.03.2014 As at 31.03.20132.8 OTHER CURRENT LIABILITIES a. Current Maturi es of Long-term Borrowings 19,40,40,079 16,75,66,086 b. Interest Accured but not due on Borrowings 58,25,745 47,26,902 c. Interest Accured and Due on Borrowings 66,53,330 32,00,368 d. Unpaid Dividends 2,09,735 2,10,485 e. Others Payble

i. Amount Payable to Employees 49,10,551 55,22,082 ii. Income Tax and Other Dues Payables to Govt Dept 54,34,537 47,71,234 iii. Provision for Expenses 2,87,72,456 2,02,74,893 iv. Other Payables 1,63,43,027 2,44,67,309 v. Advance from Customers 1,20,07,797 2,51,25,037 vi. Security Deposit from Par es 12,20,131 11,14,147 vii. Provision for Gratuity 1,29,19,142 1,24,09,374

8,16,07,641 9,36,84,076 Total (2.8) 28,83,36,530 26,93,87,917

2.9 SHORT TERM PROVISIONSProvision for Employees BenefitLeave Liability 10,62,758 8,54,953 Total (2.9) 10,62,758 8,54,953

2.10 FIXED ASSETS Par culars Origional Cost

As on01/04/2013

Addi on duringThe Year2013-14

Sold OrAdjustment

During 2013-14

Total CostAs on

31/03/2014

Total Deprn.Provided

Upto 01/04/2013

DeprnFor The

Year 2013-14

Sold OrAdjustment

During 2013-14

TotalDeprn. Up to31/03/2014

W. D. V.As on

31/03/2014

W. D. V.As on

31/03/2013

Tangible Assets

Land (Free hold) 26,41,649 7,32,600 – 33,74,249 – – – – 33,74,249 26,41,649

Land (Lease hold) 2,77,589 – – 2,77,589 1,43,057 4,525 – 1,47,582 1,30,007 1,34,532

Development of Site including Roads 57,42,044 17,36,199 – 74,78,243 44,24,775 46,817 – 44,71,592 30,06,651 13,17,269

Buildings 30,81,45,466 1,21,94,644 – 32,03,40,110 2,80,41,564 99,71,777 – 3,80,13,341 28,23,26,769 28,01,03,902

Plant & Machinery 1,15,43,54,273 3,65,39,487 56,282 1,19,08,37,478 15,32,70,746 6,30,68,384 56,261 21,62,82,869 97,45,54,609 1,00,10,83,527

Railway Siding 15,59,968 – – 15,59,968 10,45,226 2,39,143 – 12,84,369 2,75,599 5,14,742

Water Supply & Tube Well 2,74,18,720 – – 2,74,18,720 38,58,967 14,00,007 – 52,58,974 2,21,59,746 2,35,59,753

Furniture & Fi ngs 27,61,250 1,10,813 – 28,72,063 18,82,512 1,74,379 – 20,56,891 8,15,172 8,78,738

Office Equipments 47,26,441 2,96,554 – 50,22,995 37,81,350 4,73,065 – 42,54,415 7,68,580 9,45,091

Electrical Installa on 21,08,64,993 4,52,707 – 21,13,17,700 2,41,55,976 1,10,85,954 – 3,52,41,930 17,60,75,770 18,67,09,017

Motor Car & Vehicles 82,78,152 – 8,30,715 74,47,437 34,19,214 12,19,799 6,60,393 39,78,620 34,68,817 48,58,938

Laboratory Equipments 62,30,078 34,498 – 62,64,576 15,48,638 7,21,939 – 22,70,577 39,93,999 46,81,440

Handling Equipments 6,59,27,258 68,28,070 26,57,268 7,00,98,060 3,09,84,275 58,48,446 25,52,460 3,42,80,261 3,58,17,799 3,49,42,983

1,79,89,27,881 5,89,25,572 35,44,265 1,85,43,09,188 25,65,56,300 9,42,54,235 32,69,114 34,75,41,421 1,50,67,67,767 1,54,23,71,581

Intangible Assets

Computer So ware 4,62,680 5,33,353 – 9,96,033 1,80,441 1,13,745 – 2,94,186 7,01,847 2,82,239

1,79,93,90,561 5,94,58,925 35,44,265 1,85,53,05,221 25,67,36,741 9,43,67,980 32,69,114 34,78,35,607 1,50,74,69,614 1,54,26,53,820

Previous Year Figure 1,75,42,23,645 4,70,48,870 18,81,954 1,79,93,90,561 16,61,66,388 9,19,44,169 13,73,816 25,67,36,741 1,54,26,53,820

Notes :1. The Company has capitalized ` 79,16,483/- (` 1,65,89,634/-), being the exchange differences arising on long term foreign currency monetary

items at rates different from those at which they were recorded during the period or in previous financial statements, in so far as they relate to the acquisi on of depreciable capital assets, as per No fica on No.G.S.R.225(E) Dt.31st March, 2009 (as amended), issued by the Ministry of Corporate Affairs.

2. There is no impairment of Assets during the year and therefore no adjustment has been made thereof.

(Amount in `)





2.11 NON CURRENT INVESTMENTS

Other Than Trade (Unquoted)

Investments In Equity Instruments :

- In Subsidiary

6,00,000 (6,00,000) Equity Shares of ` 10/- each fully paid-up in East Coast Powers Limited 60,00,000 60,00,000

2.12 LONG TERM LOANS AND ADVANCES

(Unsecured considered good)

a. Capital Advances – 21,90,900

b. Security Deposit 10,09,81,463 9,64,18,646

c. Deposit With Sales Tax 21,97,826 21,97,826

Total (2.12) 10,31,79,289 10,08,07,372

2.13 INVENTORIES

a. Raw Materials 99,22,534 2,09,20,356

b. Work-in-Progress 23,45,814 20,86,090

c. Finished Goods 41,84,549 91,72,031

d. Stores and Spares 3,18,39,372 2,77,56,559

Total (2.13) 4,82,92,269 5,99,35,036

Notes : Inventories are valued at cost or net realisable value, whichever is lower

2.14 TRADE RECEIVEABLE


a. More than 6 months from the due date 1,58,23,168 2,14,64,646

b. Others 16,33,04,621 17,37,97,766

Total (2.14) 17,91,27,789 19,52,62,412

Notes : In the opinion of the management, the amounts are good and realisable.

(Amount in `)




2.15 CASH AND BANK BALANCES

a. Cash and Cash equivalents

i Balances with Banks :

- In Current Account 57,89,192 45,47,380

ii. Cash on Hand 5,99,868 2,71,497

iii Special Term Deposit/Margin Money (Less than 3 months) – 18,14,982

63,89,060 66,33,859

b. Others

i. Unpaid Dividend A/c 2,09,735 2,10,485

ii. Special Term Deposit/Margin Money with Banks 2,17,90,801 1,40,94,823

2,20,00,536 1,43,05,308

Total (2.15) 2,83,89,596 2,09,39,167

Notes : Special Term Deposit (b.ii) includes ` 2,17,90,801/- (` 1,40,94,823/-) having maturity more than 12 months.

2.16 SHORT TERM LOANS & ADVANCES


a Loan to Subsidiary 23,76,192 20,16,765

b Loan to Employees 10,91,457 21,90,667

c Other Recoverable Advances 21,00,000 34,91,959

d Balances With Excise and other Govt. Dept. 96,56,308 81,16,464

e Advance to Par es 1,10,02,595 1,48,94,096

f Prepaid Expenses 35,96,899 30,60,962

g Advance Income Tax (Net of Income Tax Provision) 92,06,881 75,77,822

Total (2.16) 3,90,30,332 4,13,48,735

2.17 OTHER CURRENT ASSETS

Interest accured and due on Deposit 92,74,950 51,18,018

Total (2.17) 92,74,950 51,18,018

Notes : In the opinion of the management the amounts are good and realisable.

(Amount in `)



Notes to the Statement of Profit & Loss



2.18 OTHER INCOME

a. Interest

From Bank 15,77,052 19,33,287

From Subsidiary 3,06,818 2,53,318

From Other 78,55,282 47,43,932

97,39,152 69,30,537

b. Other non-opera ng income

i. Liabili es no longer required wri en back 1,59,428 19,92,179

ii. Net Profit on sale of fixed/discarded assets 36,452 –

iii. Miscellaneous Receipts 69,88,942 1,86,21,066

Total (2.18) 1,69,23,974 2,75,43,782

2.19 COST OF MATERIALS CONSUMED

(Including own produc on)

a. Opening Stock of Raw Materials 1,70,11,485 2,33,07,415

b. Add : Raw materials Purchased 25,72,45,246 28,40,04,585

27,42,56,731 30,73,12,000

c. Less : Closing Stock of Raw Materials 85,73,996 1,70,11,485

Total (2.19) 26,56,82,735 29,03,00,515

Notes : Cost of Materials Consumed Includes employee benefits expenses ̀ 27,90,725/- (` 26,82,487/-), Power & Fuel ̀ 9,12,679/- (`12,18,657/-), Repairs & Maintance ̀ 25,92,747/- (` 15,47,180/-), Insurance ̀ 7,022/- (` 6,777/-) and Rates & Taxes ̀ 3,44,018/- (` 3,76,539/-).

2.20 CHANGES IN INVENTORIES

a. Opening Inventories

1 Finished Goods 91,72,031 50,27,938

2 Work-in-Progress 20,86,090 23,43,846

1,12,58,121 73,71,784

b. Less : Closing Inventories

1. Finished Goods 41,84,549 91,72,031

2. Work-in-Progress 23,45,814 20,86,090

65,30,363 1,12,58,121

(Increase) / Decrease in Inventories 47,27,758 (38,86,337)

(Amount in `)


Notes to the Statement of Profit & Loss



2.21 EMPLOYEES BENEFIT EXPENSES

a. Salaries and Wages 9,57,11,208 9,15,96,098

b. Contribu on to provident and other funds (Including Admn. Charges) 1,04,72,200 1,14,47,591

c. Staff Welfare Expenses 1,59,69,236 1,63,37,174

12,21,52,644 11,93,80,863

Note :

i. Employees Benefit Expenses includes

- Provision for Gratuity 47,59,768 79,10,343

- Provision for Leave Encashment 44,13,562 13,44,087

91,73,330 92,54,430

ii. Employees Benefit Expenses includes managerial remunera on ` 68,63,654/- (` 58,92,137/-)

2.22 FINANCE COST

a. Interest Expenses

- Bank 9,66,42,882 8,11,99,102

- Others 5,94,30,964 3,93,43,469

15,60,73,846 12,05,42,571

b. Other Borrowing Costs 4,05,73,927 4,16,77,325

Total (2.22) 19,66,47,773 16,22,19,896

(Amount in `)





2.23 OTHER EXPENSES a. Consump on of stores and spares part 59,69,170 1,09,90,196 b. Rent (Net) 14,05,075 11,45,008 c. Transporta on Charges (Net) 32,01,894 93,51,207 d. Repairs & Maintenance 5,12,31,745 3,29,67,113

i) Buildings 38,52,639 44,32,165 ii) Plants & Machineries 2,80,82,862 1,66,16,437 iii) Others 1,92,96,244 1,19,18,511

e. Insurance 19,33,985 15,24,774 f. Rates and Taxes 68,21,230 68,52,578 g. Travelling & Vehicles Expenses 89,30,215 94,68,054 h. Legal Expenses 11,36,344 7,18,275 i. Loss on sale/discard of fixed assets 1,87,944 64,336 j. Bad Debts Wri en Off 29,96,414 – k. Difference of excise duty on opening/closing of finished goods stocks (7,29,228) 4,51,245 l. Director's Si ng Fees 1,95,000 2,15,000 m. Payments to the Auditor 3,65,865 3,81,875 n. CSR Expenses 18,83,920 17,57,992 o. Miscellaneous Expenses 2,07,78,090 1,77,69,375

10,63,07,663 9,36,57,028 Note :1. Rent (Net)

- Rent Paid 14,94,830 13,95,099 - Rent Received (89,755) (2,50,091)

14,05,075 11,45,008 2. Transporta on Charges (Net)

- Paid 13,00,38,836 13,56,47,570 - Realised (12,68,36,942) (12,62,96,363)

32,01,894 93,51,207 3. Repairs & Maintenance includes consump on of stores and spares part

` 2,25,43,880/- (` 1,89,25,372/-) 4. Payments to the Auditor

a. Auditors' Remunera on 1,25,000 1,25,000 b. For Taxa on Ma ers 50,000 50,000 c. For Other Services 1,33,375 1,56,875 d. For Re-imbursement of Expenses 27,490 20,000 e. Payment to Cost Auditor 30,000 30,000

3,65,865 3,81,875 5. CSR Expenses includes Dona on of ` 4,00,000/- (` 4,00,000/-).

Notes to the Statement of Profit & Loss(Amount in `)

2.24 CONTINGENT LIABILITIES AND COMMITMENTS a. Con ngent Liabili es

Claims against the Company not Acknowledge as Debt (net of deposit)i) Sales Tax Demand under Appeals 45,98,885 45,98,885ii) Income Tax Demand under Appeals 2,23,629 2,23,629iii) Others 5,01,15,126 3,38,63,924

5,49,37,640 3,86,86,438Guarantees 8,32,08,582 7,57,51,089

13,81,46,222 11,44,37,527b. Commitments

Outstanding Es mated Capital Commitment (Net of Advances) 12,22,539 1,36,67,483


Notes to the Financial Statements(Amount in `)

Other commitment : Deriva ve Instruments :

a. The Company uses foreign currency forward contracts to hedge risk associated with foreign currency fluctua ons. The Company does not use forward contracts for specula ve purposes.

Outstanding Forward Contracts entered into by the company on account of payables :

As at No. of Contracts

US Dollar INR Equivalent No. of Contracts

Pound Sterling INR Equivalent

31.03.2014 2 47,62,500 28,18,59,698 – – –31.03.2013 7 1,26,14,592 69,26,31,156 1 3,31,000 2,75,11,396

b. The year-end foreign currency exposures that have not been hedged by a deriva ve instrument or otherwise are given below :

As at 31.03.2014 As at 31.03.2014 As at 31.03.2013 As at 31.03.2013

US Dollar INR Equivalent US Dollar INR EquivalentAmount Payable in Foreign currency on account of the following :Loan Payable 4,34,000 2,60,82,521 3,00,000 1,63,16,790



2.25 DISCLOSURESa. Consump on of Raw materials

Salt 23,99,18,323 26,62,93,185Barium Carbonate 2,34,04,879 2,01,58,966Soda Ash 20,29,016 35,48,266Sodium Bisulphite 3,30,517 3,00,098Total 26,56,82,735 29,03,00,515

b. Value of goods sold ChemicalsCaus c Soda 1,33,60,89,822 1,49,61,40,600Liquid Chlorine (2,44,39,487) (4,49,84,551)Hydrochloric Acid 2,55,55,746 2,37,03,726Sodium Hypochlorite 1,83,68,854 1,89,06,913

1,35,55,74,935 1,49,37,66,688Wind Power 81,72,594 1,00,76,583Total 1,36,37,47,529 1,50,38,43,271

c. Opening Stock ChemicalsCaus c Soda 83,64,563 47,07,084Liquid Chlorine 5,97,323 1,57,157Hydrochloric Acid 1,31,687 1,34,446Sodium Hypochlorite 78,458 29,251Total 91,72,031 50,27,938

d. Closing StockChemicalsCaus c Soda 36,75,234 83,64,563Liquid Chlorine 2,63,993 5,97,323Hydrochloric Acid 2,08,456 1,31,687Sodium Hypochlorite 36,865 78,458Total 41,84,548 91,72,031



% ` % `

e. Consump on of Raw materials, spares parts and component consumedImportedRaw Materials – – – –Spares Parts and Component 100.00 829,496 – –Total Imported consump on 100.00 829,496 – –IndigenousRaw Materials 90.56 26,56,82,735 90.66 29,03,00,515Spares Parts and Component 9.44 2,76,83,554 9.34 2,99,15,568Total Indigenous consump on 100.00 29,33,66,289 100.00 32,02,16,083i) Imported Consump on 0.28 8,29,496 – –ii) Indigenous Consump on 99.72 29,33,66,289 100.00 32,02,16,083Total Consump on (i + ii) 100.00 29,41,95,785 100.00 32,02,16,083Cost of Materials Consumed includes employee benefits expenses ` 27,90,725/- (` 2,68,2487), Power & Fuel ` 9,12,679/- (` 12,18,657/-), Repairs & Maintance` 25,92,747/- (` 15,47,180/-), Insurance ` 7,022/- (` 6,777/-) and Rates & Taxes ` 344018/- (` 3,76,539/-)




2.26 VALUE OF IMPORTS CALCULATED ON C.I.F BASIS I. Raw materials – –II. Components and spare parts 18,35,397 28,25,867III. Capital goods 1,97,36,663 –

2.27 EXPENDITURE IN FOREIGN CURRENCY a. Royalty – –b. Know-how – –c. Professional and Consulta on fees – –d. Interest – –e. Other ma ers 25,42,863 –

2.28 EARNINGS IN FOREIGN EXCHANGE a. Export of goods calculated on F.O.B. basis – –b. Royalty, know-how, professional and consulta on fees – –c. Interest and dividend – –d. Other income

Commission 50,40,828 29,22,274

2.29 SEGMENT REPORTING

The company has no reportable business segment as per AS-17 "Segment Repor ng" as it mainly deals into the business of chemicals only.

The Company caters mainly to the needs of domes c market. There is no export turnover during the year, as such there are no reportable Geographical segments.


2.30 RELATED PARTY DISCLOSURE :

Name of the Related PartyRela onship

A. Name of the related party with whom the Company has transac ons during the year

East Coast Powers Limited Subsidiary

The West Coast Paper Mills Ltd. Control of KMP

Shree Ram Trust Control of KMP

Fort Gloster Industries Ltd Control of KMP

Gloster Cables Ltd Control of KMP

Orbit Udyog Pvt. Ltd. Control of KMP

B. N. Kapur Pvt. Ltd. Control of KMP

The Thirumbadi Rubber Co. Ltd. Control of KMP

Crossley & Towers Pvt. Ltd Control of KMP

Shree Satyanarayan Investments Co. Ltd. Control of KMP

The Diamond Company Ltd Control of KMP

Sri Girija Prasanna Co on Mills Ltd. Control of KMP

The Indra Company Ltd. Control of KMP

Veer Enterprises Ltd. Control of KMP

Virendraa Bangur Managing Director

P N Ojha Execu ve Director

Smt. Shashi Devi Bangur Rela ve of KMP

Bhara Bangur - Execu ve (Corporate Affairs) Rela ve of KMP

Note : KMP means Key Managerial Personnel

Nature of Transac ons 2013-14 2012-13

B) Related Party Transac ons are as follows :

Loan given to Subsidiary 83,290 2,10,000

Advance given to Subsidiary – 16,985

Interest received from Subsidiary 3,06,818 2,53,318

Rent Received from The West Coast Paper Mills Ltd. 1,59,904 1,58,616

Sale of goods to The West Coast Paper Mills Ltd. 39,00,161 8,28,146

Rent & Service Charges paid – Veer Enterprises Ltd. 11,01,128 8,76,408

Dona on paid – Shree Ram Trust, Kolkata 4,00,000 4,00,000

Loan received from The Diamond Co. Ltd. 2,00,00,000 –

Loan repayment to The Diamond Co. Ltd. 50,00,000 –

Interest paid to The Diamond Co. Ltd. 2,03,835 –

Loan received from Sri Girija Prasanna Co ons Mills Ltd. 1,52,00,000 –

Loan repayment to Sri Girija Prasanna Co ons Mills Ltd. – –

Interest paid to Sri Girija Prasanna Co on Mills Ltd. 14,19,042 –

Loan received from Shree Satyanarayan Investment Co. Ltd. 3,25,00,000 –

Notes to the Financial Statements

(Amount in `)




Loan repayment to Shree Satyanarayan Investment Co. Ltd. 1,00,00,000 –

Interest paid to Shree Satyanarayan Investments Co. Ltd. 3,80,068 –

Loan received from Crossley & Towers Pvt Ltd. 1,00,00,000 –

Loan repayment to Crossley & Towers Pvt Ltd. – –

Interrest Paid to Crossley Towers Pvt Ltd. 12,86,302 –

Loan received from The Thirumbadi Rubber Co. Ltd. 4,00,00,000 –

Loan repayment to The Thirumbadi Rubber Co. Ltd. 4,00,00,000 –

Interest paid to The Thirumbadi Rubber Co. Ltd. 1,82,602 –

Loan received from B.N.Kapur Pvt. Ltd. 20,00,000 –

Loan repayment to B. N. Kapur Pvt. Ltd. – –

Interest paid to B. N. Kapur Pvt. Ltd. 1,23,945 –

Loan Received from Veer Enterprises Ltd. 4,00,00,000 –

Loan repayment to Veer Enterprises Ltd. 2,00,00,000 –

Interest paid to Veer Enterprises Ltd. 3,14,247 –

Remunera on paid to Virendraa Bangur 43,00,549 35,07,000

Remunera on paid to P. N. Ojha 25,63,105 23,85,137

Remunera on paid to Bhara Bangur 6,36,821 6,07,598

Professional fees paid to Smt. Shashi Devi Bangur 7,500 –

C) Details of Outstanding Payment to related party

The West Coast Paper Mills Ltd. 6,56,902 2,67,576

East Coast Powers Limited 23,76,192 20,16,765

Veer Enterprises Ltd 2,01,49,054 –

B.N. Kapur Pvt.Ltd 20,23,671 –

The Diamond Company Ltd. 1,50,95,547 –

Crossley & Towers Pvt. Ltd. 1,03,36,576 –

Shree Satyanarayan Investments Co. Ltd. 2,26,62,431 –

Sri Girija Prasanna Co on Mills Ltd. 1,52,05,696 –



31st March, 2014Leave


Gratuity Encashment Gratuity Encashment

Profit and Loss Account

Net employees benefit expenses (recognised in employee cost)

Current Service cost 24,42,822 22,19,646 18,32,758 22,53,097

Interest cost on benefit obliga on 24,57,737 4,22,331 32,32,248 4,18,891

Expected return on plan assets (20,48,268) – (31,94,405) –

Net actuarial loss/(gain) recognised in the year 19,07,477 (10,55,575) 60,39,742 (13,27,901)

Past Service Cost Liability – – – –

Net benefit Expenses 47,59,768 15,86,402 79,10,343 13,44,087

Balance Sheet

Defined benefit obliga on 4,13,77,546 61,45,026 3,51,67,907 59,99,656

Fair value of plan assets (2,84,58,404) – (2,27,58,533) –

Net Liability recognised in balance sheet 1,29,19,142 61,45,026 1,24,09,374 59,99,656Change in present value of the defined benefit obliga on are as follows :Statement of Profit and Loss:

Defined benefit obliga on as at April 1st, 2013 3,51,67,907 59,99,656 4,23,71,500 58,16,697

Interest Cost 24,57,737 4,22,331 32,32,248 4,18,891

Current service Cost 24,42,822 22,19,646 18,32,758 22,53,097

Benefit paid (88,92,387) (14,41,032) (86,90,113) (11,61,128)

Actuarial loss/(gain) on obliga on 1,02,01,467 (10,55,575) (35,78,486) (13,27,901)

Defined benefit obliga on as at March 31st, 2014 4,13,77,546 61,45,026 3,51,67,907 59,99,656Change in present value of the fair value of plan assets are as follows :Fair value of plan assets as at April 1, 2013 2,27,58,533 – 3,75,81,239 –

Expected return 20,48,268 – 31,94,405 –

Contribu on by the employer 42,50,000 – 2,91,230 –

Benefit paid (88,92,387) – (86,90,113) –

Actuarial (loss)/gain 82,93,990 – (96,18,228) –

Fair value of plan assets as at March 31st, 2014 2,84,58,404 – 2,27,58,533 –

The major Categories of Plan assets as a percentageof fair value of total plan assets are as follows :

Investment in Government bonds and securi es andSpecial Deposit

39.92% 40.45%

Investment in Mutual Funds 56.07% 53.11%

Bank Balance 4.01% 6.44%

100.00% 100.00%

2.31 DISCLOSURE AS PER AS-15" EMPLOYEES BENEFITS"

The following table summarises net benefit expenses recognized in the statement of profit & loss & funded status and amounts recognised in the balance sheet for Gratuity and Leave Encashmennt Liability :






Gratuity Encashment Gratuity Encashment

The Principal assump on used in determining gratuity benefit obliga on for the Company`s plan are below :

Discount rate 8.00% 8.50%

Expected rate of return on assets 9.00% 8.50%

Increase in compensa on cost 5.00% 2.00%

The es mates of future salary increase, considered in actuarial valua on, take into account of infla on, seniority, promo on and relevant factor, such as demand supply in the employment market.

2.32 The excep onal items represents losses of raw materials because of cyclone-Phailin and flood.

2.33 The Company has lost produc on because of shutdown of plant due to cyclone-Phailin, flood and break down of transformer due to a er effect of cyclone.

2.34 Basis of calcula on of Basic and Diluted Earnings Per Share is as under :

Nature of Transac onsYear Ended 31.03.2014


Profit a er Tax (`) (180633574) 8657007

Weighted average number of Equity Shares (Nos.) 29326457 29326457

Basic and Diluted Earnings Per Share (`) (6.16) 0.30

Nominal Value of Share (Par Value) (`) 10 10

2.35 Figures in bracket represent amount related to previous year.

2.36 Previous year`s figures have been rearranged / regrouped wherever necessary.

Signatures to Note Nos. 1 and 2.





R. K. Gupta P. K. Gupta Prabhu Nath Ojha Virendraa Bangur Kolkata, 14th May, 2014 Company Secretary Chief Financial Officer Execu ve Director Managing Director

Information regarding Subsidiary Company(Amount in `)

Statement pursuant to Sec on 212 of the Companies Act, 1956 rela ng to Subsidiary Company :

NAME OF THE SUBSIDIARY COMPANY EAST COAST POWERS LIMITED

1 The financial year of the subsidiary Company ended on 31st March, 2014

2 Date from which it became subsidiary Company 31st March, 2008

3 a) Number of shares held by Jayshree Chemicals Limited in the subsidiary at the end of the financial year of the subsidiary

6,00,000 Equity Shares of the par value of ` 10/- each, fully paid-up

b) Extent of interest of holding Company at the end of the financial year of the subsidiary Company

92.31%

4 The net aggregate amount of the subsidiary company's profit (loss) so far as it concerns the members of the holding company.

a) Not dealt with the holding company's accounts :

i) For the financial year ended 31st March, 2014 ` (2,58,681/-)

ii) For the previous financial year of the subsidiary Company since it became the holding company's subsidiary

` (62,528/-)

b) Dealth with in the holding Company's accounts :

iii) For the financial year ended 31st March, 2014 Nil

iv) For the previous financial years of the subsidiary Company since it became the holding company's subsidiary

Nil

Summary of Financial Informa on of Subsidiary

NAME OF THE SUBSIDIARY EAST COAST POWERS LIMITEDAs at

31.03.2014As at

31.03.2013

a) Capital 65,00,000 65,00,000

b) Reserves (58,473) 2,21,765

c) Total Assets 89,18,158 89,07,951

d) Total Liabili es 24,76,631 21,86,186

e) Investments – –

f) Turnover 47,634 35,617

g) Profit before Taxa on (2,80,238) (2,32,400)

h) Provision for Taxa on – –

i) Profit a er Taxa on (2,80,238) (2,32,400)

j) Proposed Dividend – –



To the Board of Directors of Jayshree Chemicals Limited REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying consolidated financial statements of JAYSHREE CHEMICALS LIMITED (“the Company”) and its subsidiary, which comprises the consolidated Balance Sheet as at March 31, 2014, and the consolidated Statement of Profit & Loss and the consolidated Cash Flow Statement for the year then ended and a summary of significant accoun ng policies and other explanatory informa on.

MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLI-DATED FINANCIAL STATEMENTS

Management is responsible for the prepara on of these consolidated financial statements that give a true and fair view of the consolidated financial posi on, consolidated financial performance and consolidated cash flows of the Company in accordance with the accoun ng principles generally accepted in India. This responsibility includes the design, implementa on and maintenance of internal control relevant to the prepara on and presenta on of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Audi ng issued by the Ins tute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s prepara on and fair presenta on of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion of the effec veness of the en ty’s internal control. An audit also includes evalua ng the appropriateness of accoun ng policies used and the reasonableness of the accoun ng es mates

Independent Auditors' Report

made by the Management, as well as evalua ng the overall presenta on of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our informa on and according to the explana ons given to us and based on the considera on of the reports of the other auditor on the financial statements of the subsidiary as noted below the consolidated financial statements give a true and fair view in conformity with the accoun ng principles generally accepted in India :

(a) in the case of the Consolidated Balance Sheet of the state of affairs of the Company as at 31st March, 2014;

(b) in the case of Consolidated Statement of Profit & Loss, of the Loss for the year ended on that date; and

(c) in the case of Consolidated Cash Flow Statement, of the Cash Flows for the year ended on that date.

OTHER MATTER

We did not audit the financial statements of the a subsidiary, whose financial statements reflect total assets (net) of` 64,41,527/- as at 31st March, 2014, total revenues amoun ng to ̀ 47,634/- and net cash ou lows amoun ng to ` 36,435/- for the year then ended. These financial statements have been audited by other auditor whose report has been furnished to us by the Management, and our opinion is based solely on the report of the other auditor. Our opinion is not qualified in respect of this ma er.


Firm Registra on No.304153E6C, Middleton Street B. K. Bhu aKolkata - 700 071 PartnerDate: 14th May, 2014 Membership No.059363


Significant Accoun ng Policies & Notes on Accounts 1 & 2 Notes Nos. 1 & 2 forming part of the Balance Sheet

In terms of our report on even date a ached herewith For K. N. GUTGUTIA & CO.Chartered AccountantsB. K. Bhu a R. K. Gupta P. K. Gupta Prabhu Nath Ojha Virendraa Bangur Partner Company Secretary Chief Financial Officer Execu ve Director Managing Director Membership No. 059363Kolkata, 14th May, 2014

Par culars Note No.As at

31.03.2014As at

31.03.2013I. EQUITY AND LIABILITIES

(1) Shareholders’ Funds(a) Share Capital 2.1 29,32,64,570 29,32,64,570 (b) Reserves and Surplus 2.2 5,45,74,986 23,54,67,241

34,78,39,556 52,87,31,811 (2) Minority Interest 4,95,502 5,17,059

(3) Non-Current Liabili es(a) Long-term Borrowings 2.3 51,32,92,605 68,12,06,425 (b) Deferred Tax Liabili es (Net) 2.4 – 3,61,42,000 (c) Long-term Provisions 2.5 50,82,268 51,44,703

51,83,74,873 72,24,93,128 (4) Current Liabili es

(a) Short-term Borrowings 2.6 61,50,33,431 31,49,75,811 (b) Trade Payables 2.7 16,07,77,992 14,18,77,566 (c) Other Current Liabili es 2.8 28,84,36,970 26,95,57,338 (d) Short-term Provisions 2.9 10,62,758 8,54,953

1,06,53,11,151 72,72,65,668 TOTAL (1+2+3+4) 1,93,20,21,082 1,97,90,07,666

II. ASSETS(1) Non-Current Assets

(a) Fixed Assets (i) Tangible Assets 2.10 1,50,67,67,767 1,54,23,71,581 (ii) Intangible Assets 7,01,847 2,82,239 (iii) Capital Work-in-Progress 1,08,88,674 62,25,318

1,51,83,58,288 1,54,88,79,138 (b) Long-term Loans and Advances 2.11 10,31,79,289 10,08,07,372 (c) Other Non-Current Assets 2.12 80,52,319 80,21,150

1,62,95,89,896 1,65,77,07,660 (2) Current assets

(a) Inventories 2.13 4,82,92,269 5,99,35,036 (b) Trade Receivables 2.14 17,91,27,789 19,52,62,412 (c) Cash and Bank Balances 2.15 2,90,56,465 2,16,42,471 (d) Short-term Loans and Advances 2.16 3,66,79,713 3,93,42,069 (e) Other Current Assets 2.17 92,74,950 51,18,018

30,24,31,186 30,24,31,186 32,13,00,006 TOTAL (1+2) 1,93,20,21,082 1,97,90,07,666

Consolidated Balance Sheet as at 31st March, 2014 (Amount in `)



Significant Accoun ng Policies & Notes on Accounts 1 & 2 Notes Nos. 1 & 2 forming part of the Statement of Profit & Loss



Par cularsNote No.



I. REVENUE FROM OPERATIONSSales (Gross) 1,36,37,47,529 1,50,38,43,271 Less : Excise Duty 15,12,05,480 17,33,48,351 Sales (Net) 1,21,25,42,049 1,33,04,94,920 Other Opera ng Revenues 66,50,300 46,15,809

1,21,91,92,349 1,33,51,10,729 II. Other Income 2.18 1,66,64,790 2,73,26,081 III. Total Revenue (I + II) 1,23,58,57,139 1,36,24,36,810 IV. EXPENSES

Cost of Materials Consumed 2.19 26,56,82,735 29,03,00,515 Power and Fuel Expenses 65,18,30,705 59,40,92,370 Changes in Inventories of Finished Goods and Work-in-Progress 2.20 47,27,758 (38,86,337)Employee Benefits Expense 2.21 12,21,52,644 11,93,80,863 Finance Costs 2.22 19,66,47,773 16,22,19,896 Deprecia on and Amor za on Expense 2.10 9,43,67,981 9,19,44,169 Other Expenses 2.23 10,63,28,717 9,36,71,727 Total Expenses 1,44,17,38,313 1,34,77,23,203

V. Profit before Excep onal and Extraordinary Items and Tax (III-IV) (20,58,81,174) 1,47,13,607 VI. Excep onal Items 1,11,37,441 – VII. Profit before Extraordinary Items and Tax (V - VI) (21,70,18,615) 1,47,13,607 VIII. Extraordinary Items – – IX. Profit before Tax (VII-VIII) (21,70,18,615) 1,47,13,607 X. Tax Expense :

(1) Current Tax – 29,90,000 (2) Deferred Tax (Net) (3,61,42,000) 62,89,000 (3) MAT Credit En tlement – (29,90,000)(4) Income Tax/FBT provision/payment for earlier year 37,197 37,197 –

(3,61,04,803) 62,89,000 XI. Profit a er Tax (IX-X) (18,09,13,812) 84,24,607 XII. Minority Interest (21,557) (17,877)XIII. Profit/(Loss) for the period from con nuing Opera ons (XI-XII) (18,08,92,255) 84,42,484 XIV. Earnings per Equity Share : 2.30

Equity Share of par Value ` 10/- each(1) Basic (6.17) 0.29 (2) Diluted (6.17) 0.29

Consolidated Statement of Profit & Loss for the year ended 31st March, 2014

(Amount in `)


This is the Cash Flow statement referred to in our Report of even date.





(A) CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Tax and Extra-ordinary Items (21,70,18,615) 1,47,13,607

Adjustments for :

- Deprecia on 9,43,67,981 9,19,44,169

- Net Profit/(Loss) on sale of fixed/discarded assets 1,51,492 64,336

- Interest Expenses 19,63,40,955 16,22,19,896

- Interest Income (94,78,016) (69,66,154)

Opera ng Profit Before Working Capital Changes 6,43,63,797 26,19,75,854

Adjustments for :

- Trade Payables 3,76,20,259 5,24,04,514

- Trade and other Receivables 1,38,43,682 (4,14,19,372)

- Inventories 1,16,42,767 2,62,500

Cash Generated from Opera ons 12,74,70,505 27,32,23,496

- Direct Taxes Paid (16,66,256) (23,04,784)

Net Cash generated from Opera ng Ac vi es 12,58,04,249 27,09,18,712

(B) CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (Net) (6,41,22,282) (5,16,59,738)

Sale of Fixed/Discarded Assets 1,23,659 4,43,802

Interest Received 94,78,016 69,66,154

Miscellaneous Expenses (31,169) (1,95,098)

Net Cash used in Inves ng Ac vi es (5,45,51,776) (4,44,44,880)

(C) CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Short Term Borrowings 30,04,17,046 1,13,43,732

Repayment of Long Term Borrowings (16,79,13,820) (10,31,63,264)

Unclaimed Dividend Paid (750) –

Interest Paid (19,63,40,955) (16,22,19,896)

Net Cash generated/(used) in Financing Ac vi es (6,38,38,479) (25,40,39,428)

Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) 74,13,994 (2,75,65,596)

Opening Cash and Cash Equivalents 2,16,42,471 4,92,08,067

Closing Cash and Cash Equivalents 2,90,56,465 2,16,42,471

Consolidated Cash Flow Statement for the year ended 31st March, 2014 (Amount in `)



Consolidated Accounting Policies & Notes on Account for the year ended 31st March, 2014(Forming an integral part of the Consolidated Balance Sheet and Consolidated Statement of Profit & Loss)

NOTE NO. 1

A) SIGNIFICANT ACCOUNTING POLICIES

1) Accoun ng Concept

The financial statements have been prepared under the historical cost conven on on the accrual basis in accordance with the generally accepted accoun ng principles, Accoun ng Standards no fied under Sec on 211(3C) of the Companies Act, 1956 and relevant provisions thereof.

2) Use of Es mates

The prepara on of financial statements requires to make es mates and assump on that affect the reported amount of assets and liabili es and disclosure rela ng to con ngent liabili es and assets as at the Balance Sheet date and reported amount of income and expenses during the year.

Con ngencies are recorded when probable that liability will be incurred and the amount can reasonably be es mated.

Difference between the actual result and the es mates are recognised in the year the result are known/materialised.

3) Fixed Assets

Fixed Assets are stated at cost excluding excise duty and educa on cess thereon. In respect of major projects involving construc on, erec on etc. related pre-opera onal expenses (net of revenue) form part of the value of the assets capitalised. Fixed Assets re red from ac ve use and held for disposal are valued at lower of their wri en down value or net realizable value.

4) Deprecia on

Deprecia on on Fixed Assets is calculated in a manner that amor ses the cost of the assets a er commissioning over their es mated useful lives.

Deprecia on has been computed on straight line method under Sec on 205(2)(b) of the Companies Act, 1956 except on (i) Furniture & Fi ngs (ii) Motor Cars & Vehicles (iii) Laboratory Equipments (iv) Railway Siding (v) Weighing Machines (vi) Computers and (vii) Fire Ex nguishers which are depreciated on wri en down value basis under Sec on 205(2)(b) of the Companies Act, 1956.

5) Investment

Long term investments are valued at cost. Decline in the value of investment, other than temporary in nature, are provided/charged to the Profit & Loss Account.

6) Inventories

Inventories are valued at cost or net realisable value,

whichever is lower. Cost comprises, for finished goods, cost of purchase and produc on overheads and valued as per FIFO method.

Work-in-Progress is valued at material cost. All other inventories are valued as per weighted average method.

7) Excise Duty

Excise duty inclusive of Educa on Cess is accounted for at the point of manufacture of goods and accordingly is considered for valua on of finished goods stock lying in the factory as on the Balance Sheet date.

8) Re rement Benefits

(i) The Company has cons tuted a separate Gratuity Trust Fund. Yearly contribu on towards accrued liability on account of gratuity payable to employees is provided in the accounts on the basis of actuarial valua on and is paid to the Trust from me to me.

(ii) Leave liability in respect of employees is accounted for on actuarial valua on basis.

9) Taxa on

Current Income Tax is es mated at the amount es mated to be paid under the Income Tax Act, 1961 and is charged to Profit & Loss Account for the year.

The deferred tax for ming differences between the book and tax profits for the year is accounted for, using the tax rates and laws that have been substan vely enacted as of the Balance Sheet date.

Deferred Tax Assets arising from ming differences are recognized to the extent there is reasonable certainty that these would be realised in future. Deferred Tax Assets are recognized on unabsorbed losses only if there is virtual certainty that such deferred tax assets can be realised against future taxable profits.

10) Sales

Sales are inclusive of Excise Duty and Educa on Cess and exclusive of Sales Tax and Net of Brokerage & Commission.

11) Recogni on of Income & Expenditure

All items of Income & Expenditure are accounted for on accrual basis, unless otherwise stated.

12) Foreign Currency Transac ons

Foreign currency transac ons and Forward Contracts are accounted for at the prevailing exchange rate on the date of transac ons.

Foreign currency monetary assets and liabili es and unse led forward contracts are translated on the basis of closing exchange rate.


Consolidated Accounting Policies & Notes on Account for the year ended 31st March, 2014

Notes to the Consolidated Balance Sheetas at 31st March, 2014

Foreign currency non-monetary assets and liabili es are carried as per the exchange rate on the date of transac on.

Exchange differences arising on se lement/conversion of monetary assets and liabili es are recognized as income or expenses in the year in which they arise.

The premium or discount arising at the incep on of such a forward exchange contract is amor sed as expense or income over the life of the contract. Exchange differences on such contracts are recognised in the Statement of Profit and Loss in the repor ng period in which the exchange rates change. Any profit or loss arising on cancella on or renewal of such a forward exchange contract is recognized as income or as expense for the period.

13) Borrowing Costs

Borrowing Costs rela ng to (i) funds borrowed for acquisi on of Fixed Assets are capitalised and (ii) funds borrowed for other purpose are charged to Profit & Loss Account.

14) Impairment of Assets

Impairment is recognised to the extent that the recoverable amount of an asset is less than its carrying amount and the difference is charged to Profit & Loss Account as prescribed by the ICAI in Accoun ng Standard 28 - Impairment of Assets.

15) Segment Repor ng

The Company has iden fied that its business segments are the primary segments. The Company iden fies the business segments on the basis of products, risks and returns and internal repor ng system.

The geographical segment iden fica on is based on the loca on of customers of the Company.

The Segment Revenue, Segment Results, Segment Assets and Segment Liabili es include the respec ve amounts iden fiable to each of the segments as also amounts allocated on a reasonable basis. Common cost, if any, is allocable on reasonable basis. The revenues, expenses, assets and liabili es which are not allocable are shown as “Unallocated”.

2 NOTES ON ACCOUNTS Par culars As at 31.03.2014 As at 31.03.2013

2.1 SHARE CAPITALAuthorised Capital Equity Share of ` 10/- par value4,00,00,000 (4,00,00,000) Equity Shares 40,00,00,000 40,00,00,000Issued, Subscribed and Paid-up CapitalEquity Share of ` 10/- par value2,93,26,457 (2,93,26,457) Equity Shares of ` 10/- each fully Paid Cash 29,32,64,570 29,32,64,570

Notes :

1. The Company has only one class of shares referred to as equity shares having a par value of ` 10/-. Each holder of equity shares is en tled to one vote per share.

2. In the event of liquida on of the Company, the holders of equity shares will be en tled to receive any of the remaining assets of the Company, a er distribu on of all preferen al amounts. However, no such preferen al amounts exist currently.The distribu on will be in propor on to the number of shares held by the shareholders.

(Amount in `)

3. Details of Shareholders holding more than 5% of total shares as on 31st March, 2014 :Name of shareholder No. of Shares % to Total SharesShree Satyanaranya Investments Co. Ltd. 22,11,248 7.540The Thirumbadi Rubber Co. Ltd. 18,37,000 6.264Veer Enterprises Limited 31,41,958 10.714

4. The reconcilia on of the number of shares outstanding as at 31st March, 2014 is as below : Par culars As at 31st March 2014 As at 31st March 2013Number of shares at the begnning 2,93,26,457 2,93,26,457Number of shares at the closing 2,93,26,457 2,93,26,457



Notes to the Consolidated Balance Sheet(Amount in `)

Par culars As at 31.03.2014 As at 31.03.20132.2 RESERVE & SURPLUS Capital Redemp on ReserveAs per last Account 30,00,000 30,00,000 Capital Reserve As per last Account 2,67,234 2,67,234Share PremiumAs per last Account 12,10,13,227 12,10,13,227Investment Allowance U lised Reserve As per last Account 8,12,000 8,12,000General ReserveAs per last Account 24,42,936 24,42,936 SurplusOpening Balance 10,79,31,844 9,94,89,360 Add : Net Profit a er Tax transferred from Statement of Profit & Loss (18,08,92,255) 84,42,484

(7,29,60,411) 10,79,31,844 TOTAL (2.2) 5,45,74,986 23,54,67,241

2.3 LONG TERM BORROWINGS 1. Term Loans-Secured

a. From Banks 46,80,34,982 63,59,48,802 b. From Govt. of Odisha 1,94,250 1,94,250

46,82,29,232 63,61,43,052 2. Deferred Payment Liabili es 4,50,63,373 4,50,63,373

TOTAL (2.3) 51,32,92,605 68,12,06,425

Notes :1. Term Loans-Secured

a. From Banksi. Rupee/FCNR(B)/FCTL Term Loan 46,66,48,471 63,35,91,497 ii. Car Loan 13,86,511 23,57,305

46,80,34,982 63,59,48,802 b. From Other Par es

Govt of Odisha for Subsidised Housing Scheme 1,94,250 1,94,250 46,82,29,232 63,61,43,052

Notes :

Terms of Repayment

Outstanding Rupee Term Loan availed for Wind Mill is repayable in 12 quarterly instalments of ` 18,75,000/- each.

Outstanding Rupee/FCNR(B) Term Loans are repayable in 18 quarterly instalments of ` 3,75,00,000/- each.

Outstanding Rupee Term Loans from UBI are repayable in 9 quarterly instalments of ` 30,00,000/- each.


The Company acquired vehicles under Hire Purchase Scheme, Minimum Lease payment outstanding as at 31st March, 2014 in respect of these assets are as under :

Due Total MinimumLease Outstanding

as on 31st March 2014

Interest not due Present Valueminimum lease

Payments

Within one year 11,70,012 2,04,933 9,65,079 Last Year 11,65,788 2,99,702 8,66,086

Later than one year andnot later than five years

15,73,015 1,86,504 13,86,511

Last year 27,52,286 3,94,981 23,57,305

Total : Current Year 27,43,027 3,91,437 23,51,590

Total : Last Year 39,18,074 6,94,683 32,23,391

Nature of Security

For Government of Odisha - Subsidised Housing Scheme : Secured by legal mortgage upon the Company's Leasehold Land measuring 42.79 Acres and Buildings and Structures constructed thereon.

For Modernisa on cum Expansion Project : Secured by first pari-passu charge inter-se by way of hypothec on of machinery and other fixed assets acquired or to be acquired out of the Term Loans from State Bank of Bikaner and Jaipur, State Bank of India and Indian Overseas Bank, the Term Lenders, and equitable mortgage of all the piece and parcel of factory land and other land aggrega ng to 140.80 Acres (lease hold land measuring about 107.41 Acres and free hold land measuring about 33.39 Acres) (excluding Wind Mill Land and Wind Mill receivables) situated at Ganjam District, Kalyanpur, Kanchipur, Jarapadar at Jayshree Nagar where the Company's registered office is located together with all buildings and structures, plant & machineries erected thereon, both present and future, and second charge on the current assets of the Company.

Out of total land of 140.80 Acres leasehold land measuring 42.79 Acres is presently mortgaged with the Government of Odisha. The Company is to create equitable mortgage thereon in favour of Banks on release of charge by Government of Odisha. At present FDR of ` 10.86 Lacs equivalent to amount of dues of Government of Odisha are held under lien with State Bank of Bikaner and Jaipur, and a mortgage on land purchased from OSFC measuring 2.40 Acres is to be created.

For Wind Mill Project : Exclusively secured by first pari-passu charge by way of hypotheca on on the whole movable fixed assets purchased/to be purchased out of the term loans for the wind mill project at Bogampa Village, Sulur Taluk, Tirupur, Coimbatore and Wind Mill receivables in favour of State Bank of Bikaner and Jaipur (SBBJ) and Indian Overseas Bank (IOB) and second charge on the current assets ranking pari-passu with other term lenders and to be further secured by equitable mortgage of Wind Mill project land measuring 2 Acres in favour of SBBJ and IOB on pari-passu basis.

Notes to the Consolidated Balance Sheet

(Amount in `)


2. DEFERRED PAYMENT LIABILITIES

Electricity Duty payable 4,50,63,373 4,50,63,373

TOTAL (2.3) 51,32,92,605 68,12,06,425

2.4 DEFERRED TAX LIABILITIES (NET)

Notes :

a) Deferred Tax Liabili es :

- Deprecia on – 15,91,07,000

b) Deferred Tax Assets :

- Carry forward business loss/deprecia on – 11,63,23,000

- Expenses allowable against taxable income in future year – 66,42,000

– 12,29,65,000

Total (2.4) – 3,61,42,000

The Company has not recognised the Deferred Tax (Net) Assets as there is no reasonable and virtual certainty that these would be realised in immedeiate future.



Notes :

For Short Term Borrowings : Secured by hypotheca on of stocks of Raw Materials, Stores, Finished Products, Stock-in-Process and Book-Debts by way of first charge on pari-pasu basis (except Wind Mill receivables) with other term lenders and second charge on en re Fixed Assets of the Company, both present and future.

2.7 TRADE PAYABLE

a) MSME 2,12,740 1,33,998

b) Others 16,05,65,252 14,17,43,568

Total (2.7) 16,07,77,992 14,18,77,566

Notes :

Disclosure pertaining to Micro, Small and Medium Enterprises (as per informa on available with the Company : Principal amount Outstanding as at 31st March, 2014 ` 2,12,740/- (` 1,33,998/-).



2.5 LONG TERM PROVISIONS

Provision for Employees Benefit

Leave Liability 50,82,268 51,44,703

Total (2.5) 50,82,268 51,44,703

2.6 SHORT TERM BORROWINGS

a. Loan Repayable on Demand (Secured)

From Banks :

- Cash Credit A/c 9,46,33,431 8,09,48,500

b. Loan Repayable on demand (Unsecured)

From Bodies Corporate 52,04,00,000 23,40,27,311

Total (2.6) 61,50,33,431 31,49,75,811

2.8 OTHER CURRENT LIABILITIES a. Current Maturi es of Long-term Borrowings 19,40,40,079 16,75,66,086 b. Interest accured but not due on Borrowings 58,25,745 47,26,902 c. Interest accured and due on Borrowings 66,53,330 32,00,368 d. Unpaid Dividends 2,09,735 2,10,485 e. Others Payble

i. Amount Payable to Employees 49,10,551 55,22,082 ii. Income Tax and Other Dues Payables to Govt. Dept. 54,65,219 48,23,086 iii. Provision for Expenses 2,88,42,214 2,03,92,462 iv. Other Payables 1,63,43,027 2,44,67,309 v. Advance from Customers 1,20,07,797 2,51,25,037 vi. Security Deposit from Par es 12,20,131 11,14,147 vii. Provision for Gratuity 1,29,19,142 1,24,09,374

8,17,08,081 9,38,53,497 Total (2.8) 28,84,36,970 26,95,57,338

2.9 SHORT TERM PROVISIONSProvision for Employees BenefitLeave Liability 10,62,758 8,54,953 Total (2.9) 10,62,758 8,54,953


2.10 FIXED ASSETS

Par cularsOrigional Cost

as on01/04/2013

Addi on duringthe year2013-14

Sold oradjustment

During 2013-14

Total Costas on

31/03/2014

Total Deprn.Provided

Upto 01/04/2013

Deprn.for the

year 2013-14

Sold orAdjustment

During 2013-14

TotalDeprn. upto31/03/2014

W. D. V.as on

31/03/2014

W. D. V.as on

31/03/2013

Tangible Assets

Land (Free hold) 26,41,649 7,32,600 – 33,74,249 – – – – 33,74,249 26,41,649

Land (Lease hold) 2,77,589 – – 2,77,589 1,43,057 4,525 – 1,47,582 1,30,007 1,34,532

Development of Site including Roads 57,42,044 17,36,199 – 74,78,243 44,24,775 46,817 – 44,71,592 30,06,651 13,17,269

Buildings 30,81,45,466 1,21,94,644 – 32,03,40,110 2,80,41,564 99,71,777 – 3,80,13,341 28,23,26,769 28,01,03,902

Plant & Machinery 1,15,43,54,273 3,65,39,487 56,282 1,19,08,37,478 15,32,70,746 6,30,68,384 56,261 21,62,82,869 97,45,54,609 1,00,10,83,527

Railway Siding 15,59,968 – – 15,59,968 10,45,226 2,39,143 – 12,84,369 2,75,599 5,14,742

Water Supply & Tube Well 2,74,18,720 – – 2,74,18,720 38,58,967 14,00,007 – 52,58,974 2,21,59,746 2,35,59,753

Furniture & Fi ngs 27,61,250 1,10,813 – 28,72,063 18,82,512 1,74,379 – 20,56,891 8,15,172 8,78,738

Office Equipments 47,26,441 2,96,554 – 50,22,995 37,81,350 4,73,065 – 42,54,415 7,68,580 9,45,091

Electrical Installa on 21,08,64,993 4,52,707 – 21,13,17,700 2,41,55,976 1,10,85,954 – 3,52,41,930 17,60,75,770 18,67,09,017

Motor Car & Vehicles 82,78,152 – 8,30,715 74,47,437 34,19,214 12,19,799 6,60,393 39,78,620 34,68,817 48,58,938

Laboratory Equipments 62,30,078 34,498 – 62,64,576 15,48,638 7,21,939 – 22,70,577 39,93,999 46,81,440

Handling Equipments 6,59,27,258 68,28,070 26,57,268 7,00,98,060 3,09,84,275 58,48,446 25,52,460 3,42,80,261 3,58,17,799 3,49,42,983

1,79,89,27,881 5,89,25,572 35,44,265 1,85,43,09,188 25,65,56,300 9,42,54,235 32,69,114 34,75,41,421 1,50,67,67,767 1,54,23,71,581

Intangible Assets

Computer So ware 4,62,680 5,33,353 – 9,96,033 1,80,441 1,13,745 – 2,94,186 7,01,847 2,82,239

1,79,93,90,561 5,94,58,925 35,44,265 1,85,53,05,221 25,67,36,741 9,43,67,980 32,69,114 34,78,35,607 1,50,74,69,614 1,54,26,53,820

Previous Year Figure 1,75,42,23,645 4,70,48,870 18,81,954 1,79,93,90,561 16,61,66,388 9,19,44,169 13,73,816 25,67,36,741 1,54,26,53,820

Notes :

1. The Company has capitalized ` 79,16,483/- (` 1,65,89,634/-), being the exchange differences arising on long term foreign currency monetary items at rates different from those at which they were recorded during the period or in previous financial statements, in so far as they relate to the acquisi on of depreciable capital assets, as per No fica on No.G.S.R.225(E) Dt. 31st March, 2009 (as amended), issued by the Ministry of Corporate Affairs.

2. There is no impairment of Assets during the year and therefore no adjustment has been made thereof.



2.11 LONG TERM LOANS AND ADVANCES


a. Capital Advances – 21,90,900

b. Security Deposit 10,09,81,463 9,64,18,646

c. Deposit With Sales Tax 21,97,826 21,97,826

Total (2.11) 10,31,79,289 10,08,07,372

2.12 OTHER NON CURRENT ASSETS

Others + Preliminary and Pre-opera ve Expenses 80,52,319 80,21,150

Total (2.12) 80,52,319 80,21,150

2.13 INVENTORIES

a. Raw materials 99,22,534 2,09,20,356

b. Work-in-Progress 23,45,814 20,86,090

c. Finished Goods 41,84,549 91,72,031

d. Stores and Spares 3,18,39,372 2,77,56,559

Total (2.13) 4,82,92,269 5,99,35,036

Notes : Inventories are valued at cost or net realisable value, whichever is lower.




2.15 CASH AND BANK BALANCES

a. Cash and Cash Equivalents

i. Balances with Banks :

- In Current Account 60,01,640 48,38,146

ii. Cash-on-Hand 6,04,325 2,75,954

iii. Special Term Deposit/Margin Money (Less than 3 months) – 18,14,982

66,05,965 69,29,082

b. Others

i. Unpaid Dividend A/c 2,09,735 2,10,485

ii. Special Term Deposit/Margin Money with Banks 2,22,40,765 1,45,02,904

2,24,50,500 1,47,13,389

Total (2.15) 2,90,56,465 2,16,42,471

Notes : Special Term Deposit (b.ii) includes ` 2,17,90,801/- (` 1,40,94,823/-) having maturity more than 12 months.


2.14 TRADE RECEIVEABLE


a. More than 6 Months from the due date 1,58,23,168 2,14,64,646

b. Others 16,33,04,621 17,37,97,766

Total (2.14) 17,91,27,789 19,52,62,412


2.16 SHORT TERM LOANS & ADVANCES


a. Loan to Employees 10,91,457 21,90,667

b. Other Recoverable Advances 21,00,000 34,91,959

c. Balances with Excise and other Govt. Dept. 96,56,308 81,16,464

d. Advance to Par es 1,10,02,595 1,48,94,096

e. Prepaid Expenses 36,11,899 30,61,098

f. Advance Income Tax (Net of Income Tax Provision) 92,17,453 75,87,785

Total (2.16) 3,66,79,712 3,93,42,069

2.17 OTHER CURRENT ASSETS

Interest accured and due on Deposit 92,74,950 51,18,018

Total (2.17) 92,74,950 51,18,018





2.18 OTHER INCOME a. Interest

From Bank 16,22,734 19,68,904 From Other 78,55,282 47,43,932

94,78,016 67,12,836 b. Other Non-Opera ng Income

i. Liabili es no longer required wri en back 1,61,380 19,92,179 ii. Net Profit on sale of fixed/discarded assets 36,452 – iii. Miscellaneous Receipts 69,88,942 1,86,21,066

Total (2.18) 1,66,64,790 2,73,26,081

2.19 COST OF MATERIALS CONSUMED

(Including own produc on) a. Opening Stock of Raw Materials 1,70,11,485 2,33,07,415 b. Add : Raw materials Purchased 25,72,45,246 28,40,04,585

27,42,56,731 30,73,12,000 c. Less : Closing Stock of Raw Materials 85,73,996 1,70,11,485 Total (2.19) 26,56,82,735 29,03,00,515

Notes : Cost of Materials Consumed Includes employee benefits expenses ` 27,90,725/- (` 26,82,487/-), Power & Fuel ` 9,12,679/- (` 12,18,657/-), Repairs & Maintance ̀ 25,92,747/- (` 15,47,180/-), Insurance ̀ 7,022/- (` 6,777/-) and Rates & Taxes ` 3,44,018/- (`3,76,539/-).

Notes to the Consolidated Statement of Profit & Loss(Amount in `)

2.20 CHANGES IN INVENTORIES a. Opening Inventories

1. Finished Goods 91,72,031 50,27,938 2. Work-in-Progress 20,86,090 23,43,846

1,12,58,121 73,71,784 b. Less : Closing Inventories

1. Finished Goods 41,84,549 91,72,031 2. Work-in-Progress 23,45,814 20,86,090

65,30,363 1,12,58,121 (Increase) / Decrease in Inventories 47,27,758 (38,86,337)

2.21 EMPLOYEES BENEFIT EXPENSES a. Salaries and Wages 9,57,11,208 9,15,96,098 b. Contribu on to Provident and Other Funds (Including Admn. Charges) 1,04,72,200 1,14,47,591 c. Staff Welfare Expenses 1,59,69,236 1,63,37,174

12,21,52,644 11,93,80,863 Note :i. Employees Benefit Expenses includes

- Provision for Gratuity 44,13,562 79,10,343 - Provision for Leave Encashment 91,73,330 13,44,087

1,35,86,892 92,54,430 ii. Employees Benefit Expenses includes Managerial Remunera on

` 68,63,654/- (` 58,92,137/-)



(Amount in `)



2.22 FINANCE COST a. Interest Expenses

- Bank 9,66,42,882 8,11,99,102 - Others 5,94,30,964 3,93,43,469

15,60,73,846 12,05,42,571 b. Other Borrowing Costs 4,05,73,927 4,16,77,325 Total (2.22) 19,66,47,773 16,22,19,896

2.23 OTHER EXPENSES a. Consump on of Stores and Spares Part 59,69,170 1,09,90,196 b. Rent (Net) 14,05,075 11,45,008 c. Transporta on Charges (Net) 32,01,894 93,51,207 d. Repairs & Maintenance 5,12,31,745 3,29,67,113

i) Buildings 38,52,639 44,32,165 ii) Plants & Machineries 2,80,82,862 1,66,16,437 iii) Others 1,92,96,244 1,19,18,511

e. Insurance 19,33,985 15,24,774 f. Rates and Taxes 68,21,230 68,52,578 g. Travelling & Vehicles Expenses 89,30,215 94,68,054 h. Legal Expenses 11,42,170 7,22,826 i. Loss on Sale/Discard of Fixed Assets 1,87,944 64,336 j. Bad Debts Wri en Off 29,96,414 – k. Difference of Excise Duty on Opening/Closing of Finished Goods Stocks (7,29,228) 4,51,245 l. Director's Si ng Fees 1,95,000 2,15,000 m. Payments to the Auditor 3,76,672 3,90,493 n. CSR Expenses 18,83,920 17,57,992 o. Miscellaneous Expenses 2,07,82,511 1,77,70,905

10,63,28,717 9,36,71,727 Notes :1. Rent (Net)

- Rent Paid 14,94,830 13,95,099 - Rent Received (89,755) (2,50,091)

14,05,075 11,45,008 2. Transporta on Charges (Net)

- Paid 13,00,38,836 13,56,47,570 - Realised (12,68,36,942) (12,62,96,363)

32,01,894 93,51,207

3.Repairs & Maintenance includes consump on of stores and spares part ` 2,25,43,880/- (` 1,89,25,372/-)

4. Payments to the Auditora. Auditors' Remunera on 1,30,618 1,30,618 b. For Taxa on Ma ers 50,000 50,000 c. For Other Services 1,33,375 1,56,875 d. For Re-imbursement of Expenses 32,679 23,000 e. Payment to Cost Auditor 30,000 30,000

3,76,672 3,90,493 5. CSR Expenses includes Dona on of ` 4,00,000/- (` 4,00,000/-).

Notes to the Consolidated Statement of Profit & Loss


2.24 PRINCIPLES OF CONSOLIDATION (i) Consolidated Financial Statements relate to Jayshree Chemicals Limited (The Company) and its subsidiary - East Coast

Powers Limited (The Subsidiary).

(ii) The Financial Statement of the Company and its Subsidiary have been prepared on a line by line consolida on by adding the book values of the like items of assets, liabli es, income and expenses as per the respec ve audited financial statements of the respec ve Companies.

The accounts of the Subsidiary have been audited by the auditors qualified to conduct audit.

The Consolidated Financial Statements have been prepared using uniform accoun ng policies for like transac ons and other events in similar circumstances and are presented to the extent possible, in the manner the Company's individual financial statements.

Minority Interest consists of the amount of equity a ributable to the minority shareholders at the date on which investments have been made by the Company in the Subsidiary Company and further movements in their share in equity subsequent to the date of investments.

Intra Group balances, intra group transac ons and resul ng unrealized profits have been eliminated.

2.25 CONTIGENT LIABILITIES AND COMMITMENTS



a. Con gent Liabili es

Claims against the Company not Acknowledge as Debt (Net of Deposit)

i) Sales Tax Demand under Appeals 45,98,885 45,98,885

ii) Income Tax Demand under Appeals 2,23,629 2,23,629

iii) Others 5,01,15,126 3,38,63,924

5,49,37,640 3,86,86,438

Guarantees 8,35,08,582 7,60,51,089

Total (2.5) 13,84,46,222 11,47,37,527

2.26 SEGMENT REPORTING

The Company has no reportable business segment as per AS-17 "Segment Repor ng" as it mainly deals into the business of chemicals only.

The Company caters mainly to the needs of domes c market. There is no export turnover during the year, as such there are no reportable Geographical segments.

2.27 RELATED PARTY DISCLOSURE

Notes to the Consolidated Financial Statements

Name of the Party Rela onship

A) Name of the related party with whom the Company has transac ons during the year :

The West Coast Paper Mills Ltd. Control of KMP

Shree Ram Trust Control of KMP

Fort Gloster Industries Ltd. Control of KMP

Gloster Cables Ltd. Control of KMP

Orbit Udyog Pvt. Ltd. Control of KMP

B. N. Kapur Pvt. Ltd. Control of KMP

The Thirumbadi Rubber Co. Ltd. Control of KMP

(Amount in `)




B) Related Party Transac ons are as follows :

Rent Received from The West Coast Paper Mills Ltd. 1,59,904 1,58,616

Sale of goods to The West Coast Paper Mills Ltd. 39,00,161 8,28,146

Rent & Service Charges paid - Veer Enterprises Ltd. 11,01,128 8,76,408

Dona on paid - Shree Ram Trust, Kolkata 4,00,000 4,00,000

Loan received from The Diamond Co. Ltd. 2,00,00,000 –

Loan repayment to The Diamond Co. Ltd. 50,00,000 –

Interest paid to The Diamond Co. Ltd. 2,03,835 –

Loan received from Sri Girija Prasanna Co ons Mills Ltd. 1,52,00,000 –

Loan repayment to Sri Girija Prasanna Co ons Mills Ltd. – –

Interest paid to Sri Girija Prasanna Co on Mills Ltd. 14,19,042 –

Loan received from Shree Satyanarayan Investment Co. Ltd. 3,25,00,000 –

Loan repayment to Shree Satyanarayan Investment Co. Ltd. 1,00,00,000 –

Interest paid to Shree Satyanarayan Investments Co. Ltd. 3,80,068 –

Loan received from Crossley & Towers Pvt. Ltd. 1,00,00,000

Loan repayment to Crossley & Towers Pvt. Ltd. - –

Interest Paid to Crossley & Towers Pvt. Ltd. 12,86,302 –

Loan received from The Thirumbadi Rubber Co. Ltd 4,00,00,000 –

Loan repayment to The Thirumbadi Rubber Co. Ltd. 4,00,00,000 –

Interest paid to The Thirumbadi Rubber Co. Ltd. 1,82,602 –

Loan received from B. N. Kapur Pvt. Ltd. 20,00,000 –

Loan repayment to B. N. Kapur Pvt. Ltd. – –

Interest paid to B. N. Kapur Pvt. Ltd. 1,23,945 –

Loan Received from Veer Enterprises Ltd. 4,00,00,000 –


(Amount in `)

Name of the Party Rela onship

Crossley & Towers Pvt. Ltd. Control of KMP

Shree Satyanarayan Investments Co. Ltd. Control of KMP

The Diamond Company Ltd. Control of KMP

Sri Girija Prasanna Co on Mills Ltd. Control of KMP

The Indra Company Ltd. Control of KMP

Veer Enterprises Ltd. Control of KMP

Virendraa Bangur Managing Director

P. N. Ojha Execu ve Director

Smt. Shashi Devi Bangur Rela ve of KMP

Bhara Bangur - Execu ve (Corporate Affairs) Rela ve of KMP

Note : KMP means Key Managerial Personnel


Nature of Transac onsYear Ended 31.03.2014


C) Details of Outstanding Payment to Related Party :

The West Coast Paper Mills Ltd. 6,56,902 2,67,576

Veer Enterprises Ltd. 2,01,49,054 –

B. N. Kapur Pvt. Ltd 20,23,671 –

The Diamond Company Ltd. 1,50,95,547 –

Crossley & Towers Pvt. Ltd. 1,03,36,576 –

Shree Satyanarayan Investments Co. Ltd. 2,26,62,431 –

Sri Girija Prasanna Co on Mills Ltd. 1,52,05,696 –

2.28 The excep onal items represents losses of raw materials because of Cyclone-Phailin and flood.

2.29 The Company has lost produc on because of shutdown of plant due to Cyclone-Phailin, flood and break down of transformer due to a er effect of cyclone.

2.30 Basis of calcula on of Basic and Diluted Earnings Per Share is as under :



Profit a er Tax (`) (18,08,92,255) 84,42,484

Weighted average number of Equity Shares 2,93,26,457 2,93,26,457

Basic and Diluted Earnings Per Share (`) (6.17) 0.29

Nominal Value of Share (Par Value) (`) 10 10


2.31 Figures in bracket represent amount related to previous year.

2.32 Previous year`s figures have been rearranged / regrouped wherever necessary.

Signatures to Notes No. 1 & 2.

(Amount in `)


Loan repayment to Veer Enterprises Ltd. 2,00,00,000 –

Interest paid to Veer Enterprises Ltd. 3,14,247 –

Remunera on paid to Virendraa Bangur 43,00,549 35,07,000

Remunera on paid to P. N. Ojha 25,63,105 23,85,137

Remunera on paid to Bhara Bangur 6,36,821 6,07,598

Professional Fees paid to Smt. Shashi Devi Bangur 7,500 –



Registered O Notice CIN : L24119OR1962PLC007123 · appointment of Shri S. P. S. Dangi, Cost...

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Transcript of Registered O Notice CIN : L24119OR1962PLC007123 · appointment of Shri S. P. S. Dangi, Cost...