APCOTEX SOLUTIONS INDIA PRIVATE LIMITED ( Formerly known as OMNOVA SOLUTIONS INDIA PRIVATE LIMITED) Balance Sheet as at March 31, 2016

Transcription

1 Balance Sheet as at AS AT AS AT Note No I. EQUITY & LIABILITIES (1) Shareholders' funds (a) Share Capital 3 160,992, ,992,720 (b) Reserves and surplus 4 880,905, ,854,501 1,041,898, ,847,221 (2) Non current liabilities (a) Other long term liabilities 5-750,000 (b) Long term provisions 6 6,599,866 6,650,347 6,599,866 7,400,347 (3) Current liabilities (a) Short-term borrowings 7 1,725,275 98,256,951 (b) Trade payables 8 i) Total outstanding dues of micro enterprises and small enterprises 9,796,280 6,065,246 ii) Total outstanding dues of creditors other than micro enterprises and small enterprises. 109,373,264 42,803, ,169,544 48,868,355 (c) Other current liabilities 9 143,389, ,321,944 (d) Short-term provisions 10 1,476,017 1,521, ,760, ,968,933 TOTAL 1,314,258,364 1,280,216,501 II. ASSETS (1) Non current assets (a) Fixed assets 11 (i) Tangible assets 318,451, ,017,289 (ii) Intangible assets 898, ,604 (iii) Capital work-in-progress 1,085,000 - (b) Non current investments 12 2,492,510 2,492,510 (c) Deferred tax assets (net) ,098,000 - (d) Long-term loans and advances 14 39,718,195 30,825,836 (e) Other non-current assets 15 57,841, ,604, ,585, ,893,862 (2) Current assets (a) Inventories ,354, ,486,250 (b) Trade receivables ,438, ,589,147 (c) Cash and cash equivalents 18 49,912,472 63,564,744 (d) Short-term loans and advances 14 47,019,996 33,768,837 (e) Other current assets 19 64,947,002 55,913, ,672, ,322,639 TOTAL 1,314,258,364 1,280,216,501 Significant Accounting Policies 2 The accompanying Note 1 to 41 are integral part of the Financial Statements As per our report of even date attached For and on behalf of the Board of Directors of For KALYANIWALLA AND MISTRY Apcotex Solutions India Private Limited CHARTERED ACCOUNTANTS Registration No W Anand Kumashi Abhiraj Choksey Director Director Ermin K. Irani D.I.No D.I.No Partner Membership No Dinesh Bale Binay Yadav Chief Financial Officer Company Secretary Place : Mumbai Date : May 16, 2016 Place: Mumbai Date: May 16, 2016

2 Statement of Profit and Loss for the period ended Note No For the Period Ended For the Year Ended I. Revenue from operations ,698,298 1,832,667,042 II. Other income 21 12,701,685 20,569,899 III. Total Revenue ( I + II ) 552,399,983 1,853,236,941 IV. Expenses : Cost of materials consumed ,935,227 1,139,237,242 Changes in inventories of finished goods, Work- in-progress and Stock-in-Trade 23 3,996,283 52,685,013 Employee benefits expenses 24 42,520, ,252,037 Other expenses ,200, ,386,197 Total Expenses 528,652,025 1,870,560,489 V. Earning before Interest, Tax, Depreciation and Amortisation ( EBITDA) 23,747,958 (17,323,548) Depreciation and amortisation expense 11 19,988,280 72,441,920 Finance costs 26 2,806,604 13,492,564 VI. Profit/ (Loss) before tax 953,074 (103,258,032) VII. Less - Tax expenses : Current Tax - - Deferred Tax (114,098,000) - Total tax expense (114,098,000) - VIII. Profit/(Loss) After tax 115,051,074 (103,258,032) IX. Basic and Diluted Earnings per Equity Share of 10/- each (8.01) Significant Accounting Policies 2 The accompanying Note 1 to 41 are integral part of the Financial Statements As per our report of even date attached For and on behalf of the Board of Directors of For KALYANIWALLA AND MISTRY Apcotex Solutions India Private Limited CHARTERED ACCOUNTANTS Registration No W Anand Kumashi Abhiraj Choksey Director Director Ermin K. Irani D.I.No D.I.No Partner Membership No Dinesh Bale Binay Yadav Chief Financial Officer Company Secretary Place : Mumbai Date : May 16, 2016 Place: Mumbai Date: May 16, 2016

3 Apcotex Solutions India Private Limited ( Formerly known as Omnova Solutions India Private Limited) Cash Flow Statement for the period ended For the Period Ended For the year ended Cash flow from operating activities Profit /(Loss) before tax 953,074 (103,258,032) Adjustment to reconcile loss before tax to net cash flows Depreciation and amortisation 19,988,280 72,441,920 Interest expenses 2,806,604 12,536,984 Unrealized foreign exchange gain (762,673) (156,112) Interest income (11,869,059) (12,042,237) Impairment on tangible assets/ (Written back) (53,971,625) 53,971,625 Assets Written off 42,499,674 - (Profit)/ Loss on sale of fixed assets (net) 11,138, ,379 Bad debts written off 1,264,757 1,644,274 Provision for doubtful debts 3,659,207 16,043,295 Operating profit / (loss) before working capital changes 15,706,857 41,725,096 Movements in working capital: Increase/ (Decrease) in trade payables 70,909,747 (64,270,110) Increase/(Decrease) in other current liabilities (54,692,997) (39,513,632) Increase/( Decrease) in short term provisions (45,666) 5,340,594 Increase/(Decrease) in long-term provisions (50,481) 1,633,419 Increase/(Decrease) in other long term liabilities (750,000) 474,326 Decrease/(Increase) in short term loan and advances (13,251,159) 13,165,019 Decrease/( Increase) in trade receivables (619,662) 56,571,824 Decrease/( Increase) in inventories 24,131,783 47,755,833 Decrease/(Increase) in other current assets (3,965,434) 30,488,573 Decrease/(Increase) in long-term loans and advances (8,948,267) (45,122,844) Decrease/(Increase) in other non-current assets 42,763,003 57,841,620 Cash generated from operations 71,187, ,089,718 Direct taxes Refund/ (paid) 55,908 (217,413) Net cash flow generated from operating activities (A) 71,243, ,872,305 Cash flows from investing activities Purchase of fixed assets, including Capital work in progress (3,520,436) (3,983,459) Proceeds from sale of fixed assets 5,333, ,553 Interest received 11,869,059 11,913,980 Net cash generated from / (used in) investing activities (B) 13,681,956 8,144,074 Cash flows from financing activities Proceeds from issue of share capital - 257,907,000 Repayment of excess share capital proceeds - (3,145,354) Proceeds from short-term borrowings 79,225,275 - Repayment of short-term borrowings (175,756,951) (367,278,930) Interest paid on others (2,046,184) (12,538,822) Net cash generated from/(used in) financing activities (C) (98,577,860) (125,056,106) Net (decrease)/increase in cash and cash equivalents (A+B+C) (13,652,272) (11,039,727) Cash and cash equivalents at the beginning of the year 63,564,744 74,604,471 Cash and cash equivalents at the end of the year 49,912,472 63,564,744 Components of cash and cash equivalents Cash on hand 93, ,075 Balance with banks - on current account 49,819,369 63,299,669 Total Cash and cash equivalents (note 18) 49,912,472 63,564,744 As per our report of even date For KALYANIWALLA AND MISTRY CHARTERED ACCOUNTANTS Registration No W For and on behalf of the Board of Directors of Apcotex Solutions India Private Limited Ermin K. Irani Anand Kumashi Abhiraj Choksey Partner Director Director Membership No D.I.No D.I.No Place: Mumbai Date: May 16, 2016 Dinesh Bale CFO Binay Yadav Company Secretary Place: Mumbai Date: May 16, 2016

4 Apcotex Solutions India Private Limited (Formerly known as Omnova Solutions India Private Limited) Notes to financial statements for the period ended Note 1 : Corporate information note on Business Activity APCOTEX Solutions India Private Limited ( the Company ) (formerly known as Omnova Solutions India Private Limited) is a 100% subsidiary of Apcotex Industries Limited. The Company is engaged in manufacturing of Synthetic Rubber & Lattices. The Company is leading producers of Nitrile Rubber in India, and its various grades of Synthetic Rubber find the application in products such as Automobile, V-belts, Footwear, Rice Roll. NOTE 2 : Significant Accounting Policies i. Basis of Accounting The financial statements of the Company have been prepared on accrual basis under the historical cost convention and ongoing concern basis in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP), to comply with the Accounting Standards specified under section 133 of the Companies Act 2013, read together with Rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of The Companies Act, 2013 (" the ACT") / The Companies Act, 1956 as applicable. The classification of assets and liabilities of the Company into current or non-current is based on the criterion specified in the Schedule III of the Companies Act, The Company has ascertained its operating cycle as 12 months for the purpose of current and non-current classification of assets and liabilities. ii. Use of Estimates :- The preparation of financial statements in conformity with Indian GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of contingent liabilities, at the end of reporting period. Although these estimates are based upon management s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods. iii. Fixed Assets and Depreciation / Amortization a. Fixed Assets Tangible fixed assets are carried at the cost of acquisition or construction, less accumulated depreciation and accumulated impairment, if any. The cost of fixed assets includes taxes (other than those subsequently recoverable from tax authorities), duties, freight and other directly attributable costs related to the acquisition or construction of the respective assets. Know-how related to plans, design and drawings of buildings or plant and machinery is capitalized under relevant asset heads. Intangible assets are recorded at the consideration paid for acquisition of such assets and are carried at cost less accumulated amortization and impairment, if any. Capital work-in-progress comprises of the cost of fixed assets that are not ready for the intended use at the reporting date. Profit or Loss on disposal of tangible assets is recognized in the Statement of Profit and Loss. b. Depreciation and Amortization On Tangible Assets : The Company has provided depreciation on basis of useful lives as prescribed in Schedule II of the Companies Act, 2013 w.e.f. December 1, Leasehold Land - Amortized over a period of ninety nine years. On Intangible Assets : Intangible assets are amortized on SLM method over the useful life, based on the economic benefits that would be derived, as per the estimates made by the management. Computer Software - Written off over a period of three years. c. Impairment The carrying amounts of the Company's tangible and intangible assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the assets' recoverable amounts are estimated in order to determine the extent of impairment loss, if any. An impairment loss is recognised whenever the carrying amount of an asset exceeds the recoverable amount. The impairment loss, if any, is recognized in the Statement of Profit and Loss in the period in which impairment takes place. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, however subject to the increased carrying amount not exceeding the carrying amount that would have been determined (net of amortization or depreciation) had no impairment loss been recognized for the assets in prior accounting periods. iv) Borrowing Cost Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs, if any, directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized. All other borrowing costs are expensed in the period they occur. (v) Investments Non-current investments are valued at cost less provision for diminution in value, if the diminution is other than temporary. Current Investments are stated at lower of cost and fair value. On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the Statement of Profit and Loss. Profit or loss on sale of investments is determined on average cost basis.

5 Apcotex Solutions India Private Limited (Formerly known as Omnova Solutions India Private Limited) Notes to financial statements for the period ended (vi) Inventory Inventories are valued at lower of Cost and Net Realizable Value. The cost is determined as follows: (a) Raw and Packing Materials are valued at cost or market value, whichever is lower, computed on FIFO basis. The cost includes the cost of purchase and other expenses directly attributable to their acquisition but excludes duties and taxes, which are subsequently recoverable from the taxing authorities. (b) The finished goods inventory is valued at cost or net realizable value whichever is lower. Cost includes material cost, conversion, appropriate factory overheads, any tax or duties and other costs incurred in bringing the inventories to their present location and condition. (c) Work-in-Process is valued at material cost and cost of conversion appropriate to their location in the manufacturing cycle. (d) Stores, Spares and consumables are valued at cost, computed on FIFO basis. The cost includes the cost of purchase and other expenses directly attributable to their acquisition but excludes duties and taxes that are subsequently recoverable from the taxing authorities, if any. Slow-moving and damaged, unserviceable stocks are adequately provided wherever considered necessary. (vii) Excise Duty : Excise Duty paid on goods manufactured by the Company is accounted for at the time of dispatch of goods from the factories. Excise Duty payable on goods manufactured is accrued for stocks held in factories at the year-end. Excise Duty paid/payable on goods manufactured by the Company and remaining in stock, is included in the value of Finished Goods. Excise duty related to the difference between the closing stock and opening stock of Finished Goods is recognized in the Statement of Profit and Loss. (viii) Foreign currency transactions (a) Initial Recognition Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction. (b) Measurement of foreign currency items at the Balance Sheet date: Foreign currency denominated monetary assets & liabilities of the Company are restated at the closing exchange rates. Non-monetary items are recorded at the exchange rate prevailing on the date of the transaction. Exchange differences arising out of these translations are recognised in the Statement of Profit and Loss. However exchange differences relating to fixed assets have been included in the carrying amount of fixed assets. The Exchange Rate Difference and the forward premium on the loan taken for capital assets are being capitalized along with Interest till the date of commissioning of the said capital assets. (ix) Forward Exchange Contracts Hedging The company uses forward exchange contracts to hedge it's foreign exchange exposures relating to the underlying transactions and firm commitments. The use of these foreign exchange forward and options contracts reduce the risk or cost to the Company and the Company does not use those for trading or speculation purposes. The premium on forward contracts taken for purchase of fixed assets are capitalized as the cost of the asset and the premium on other contracts is recognized over the life of the contract in the Statement of Profit or Loss. (x) Employee Benefits i) Short term employee benefit: All employees benefits payable wholly within twelve months of rendering service are classified as short term employee benefits and they are recognised in the period in which the employee renders the related service. The Company recognizes the undiscounted amount of short-term employee benefits expected to be paid in exchange for services rendered as liability ( accrued expense ) after deducting any amount already paid. (ii) Post-employment benefits: Defined contribution Plans: Retirement benefit in the form of provident fund and superannuation fund is a defined contribution scheme. Contributions payable to the provident fund and superannuation fund are charged to the profit and loss account during the period in which the employee renders the related service. The Company contributes a sum equivalent to certain percentage of basic salary of the eligible managerial cadre employees salary to Superannuation Fund administered by trustees and managed by an insurance company. The company has no obligation, other than the contribution payable to the provident fund and superannuation fund. ii) Defined benefit plans: The company operates a defined benefit plan for its employees, viz., gratuity. The costs of providing benefits under this plan are determined on the basis of actuarial valuation at each year-end. Separate actuarial valuation is carried out for each plan using the projected unit credit method. The Company has taken an insurance policy under the Group Gratuity Scheme with the Future Generally Life Insurance to cover the gratuity liability of the employees and amount paid/payable in respect of the present value of liability for past services is charged to the Statement of Profit and Loss every year. Actuarial gains and losses for the defined benefit plan are recognized in full in the period in which they occur in the statement of profit and loss. iii) Other long-term employee benefits :Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefits. The company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date. The Company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year-end. Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred. The Company presents the entire leave as a current liability in the balance sheet, since it does not have an unconditional right to defer its settlement for 12 months after the reporting date.

6 Apcotex Solutions India Private Limited (Formerly known as Omnova Solutions India Private Limited) Notes to financial statements for the period ended xi) Research and Development (a) Capital expenditure is shown separately under respective heads of fixed assets. These assets are depreciated over their useful life (b) Revenue expenses are included under the respective heads of expenses. (xii) Taxes on Income Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the Incometax Act, The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted at the reporting date. Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized for deductible timing differences only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits. At each reporting date, the company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax asset to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized. Minimum Alternate Tax ( MAT) credit is recognised as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax during the specified period in which such credit can be carried forward for set-off. (xiii) Cash and cash equivalents Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less. (xiv) Lease - Assets taken on Operating Lease Lease rentals on assets taken on operating lease are recognized as expense in the statement of profit and loss on an accrual basis over the lease term of the asset. (xv) Revenue recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognized: (a) Sale of goods :Revenue from sale of goods is recognized when all the significant risks and rewards of ownership of the goods have been passed to the buyer, usually on delivery of the goods. The company collects sales taxes and value added taxes (VAT) on behalf of the government and, therefore, these are not economic benefits flowing to the company. Hence, they are excluded from revenue. Excise duty deducted from revenue (gross) is the amount that is included in the revenue (gross) and not the entire amount of liability arising during the year. (b) Export benefits : Export benefits are accounted on accrual basis on the basis of exports made. (c) Interest: Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head other income in the statement of profit and loss. (d) Dividends :Dividend income is recognized when the company s right to receive dividend is established by the reporting date. (e) Insurance Claims : Insurance claims are recognized post filling of the claim with the insurer. (xvi) Provisions and Contingencies: A provision is recognized when the enterprise has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to their present values and are determined based on management estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current management estimates. Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence is confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. (xvii) Earnings per share Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares, if any. (xviii) Measurement of EBITDA The Company has elected to present earnings before interest (finance cost), tax, depreciation and amortization (EBITDA) as a separate line item on the face of the Statement of Profit and Loss for the year. The Company measures EBITDA on the basis of profit / (loss) from continuing operations.

7 NOTE 3 : SHARE CAPITAL ( ) Authorised Share Capital 16,160,000 Equity shares of 10 each 161,600, ,600,000 Issued Subscribed and Paid Up 16,099,272 Equity shares of 10 each 160,992, ,992, ,992, ,992,720 a) Reconciliation of Number of shares outstanding at the beginning and at the end of the Period : ( ) No of Shares Amount () No of Shares Amount () Equity Shares outstanding at the beginning of the Period/ year Issued during the Period/ year Equity Shares at the end of the Period / year 16,099, ,992,720 12,010, ,100, ,089,272 40,892,720 16,099, ,992,720 16,099, ,992,720 b) Terms/ rights attached to equity shares The Company has only one class of equity share having a par value of 10 per share. Each holder of equity shares is entitles to one vote per share. In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders. c) Details of shareholders holding more than 5% in the company ( ) No of Shares % Holding No of Shares % Holding Apcotex Industries Limited ( including shares held by nominee representative) ( Holding Company w.e.f. February 5, 2016 ) OMNOVA Solutions India France Holding SAS, France ( including shares held by nominee representative)( Holding company upto February 4, 2016) 16,099, % ,099, % d) Aggregate number of shares issued for consideration other than cash during the five years immediately preceding the reporting date ( ) Equity shares allotted on conversion of fully compulsory convertible debentures (shares allotted as on February 8, 2013) 12,000,000 12,000,000 ( ) NOTE 4 : RESERVES AND SURPLUS a) Share premium reserve As per last balance sheet 1,293,868,926 1,080,000,000 Add: premium on issue of equity shares - 213,868,926 1,293,868,926 1,293,868,926 b) Surplus in the statement of profit and loss As per last balance sheet (528,014,425) (424,756,393) Add : Profit/(Loss) for the period/ year 115,051,074 (103,258,032) (412,963,351) (528,014,425) TOTAL 880,905, ,854,501 ( ) NOTE 5 : OTHER LONG TERM LIABILITIES Interest free deposits from consignment agents - 750,000 TOTAL - 750,000

8 ( ) NOTE 6 : LONG TERM PROVISIONS a) Provision for Employee benefits Provision for Leave Encashment 6,599,866 6,650,347 TOTAL 6,599,866 6,650,347 ( ) NOTE 7 : SHORT TERM BORROWINGS a) Loan repayable on demand from banks i) Secured Cash Credit ( refer Note 7.1) 1,725,275 - ii) Unsecured Cash Credit ( refer Note 7.2) - 98,256,951 TOTAL 1,725,275 98,256,951 Note 7.1 : Current year - the above facility is made available against charge on Inventories and Trade receivable of the Company along with Corporate Guarantees of 50,000,000/- from Apcotex Industries Limited ( Holding Company with effect from February 5, 2016 ) for the Working capital requirement, which carries interest at the rate of % p.a. Note 7.2 : The above loan is made available against standby letter of credit (SBLC) granted by BNP Paribas Bank, Paris out of the credit facility provided to OMNOVA Solutions India France Holding SAS (Holding Company till February 4, 2016), which carries interest at the rate of 12.90% p.a. NOTE 8 : TRADE PAYABLES ( ) i) Total outstanding dues of micro enterprises and small enterprises ( refer note 8.1) 9,796,280 6,065,246 ii) Total outstanding dues of creditors other than micro enterprises and small enterprises. 109,373,264 42,803,109 TOTAL 119,169,544 48,868,355 Note 8.1 : Dues to related parties ( w.e.f February 5, 2016) Apcotex Solutions Limited ( Holding Company) 38,982 - Note 8.2 : Details of dues to micro and small enterprises as defined under the MSMED Act, 2006 The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting year - Principal amount due to micro and small enterprises ( Refer Note 8) - Interest due on above ( Refer Note 9) The amount of interest paid by the buyer in terms of section 16 of the MSMED Act 2006 along with the amounts of the payment made to the supplier beyond the appointed day during each accounting year. The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the MSMED Act The amount of interest accrued and remaining unpaid at the end. The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the MSMED Act ,796,280 6,065,246 39,107 28,243 9,835,387 6,093, ,107 28, The above information has been determined to the extent such parties have been identified on the basis of information available with the company and is relied upon by auditors.

9 ( ) NOTE : 9 OTHER CURRENT LIABILITIES a) Interest accrued and due ( Refer note 9.2) 710,700 - b) Interest accrued but not due ( Refer note 8.2) 77,963 28,243 c) Statutory Payable - Excise duty Liability 23,835,220 25,884,794 Service Tax payable ( Refer 9.4) 17,710,343 17,710,343 Tax deducted at Source Payable 2,267,014 1,611,077 Provident Fund payable 811, ,364 Superannuation payable - 1,464,125 Professional tax payable 40,410 39,580 d) Payable to employees Salary & Wages 7,216,498 7,449,524 Bonus 7,240,282 4,935,613 Incentives 3,471,287 2,495,350 Leave encashment 1,709,104 - e) Amount payable to Gratuity Trust as a contribution for Gratuity 11,034,914 11,244,085 f) Other payable - Security Deposits 12,179,200 11,434,200 Payable for Expenses 14,939,087 11,123,635 Advance from customers 1,255, ,992 Payable to Related Parties ( Refer Note 9.1) - 67,329,987 Outstanding expenses ( Refer Note 9.3) 38,456,266 33,160,582 Other payables 434, ,450 TOTAL 143,389, ,321,944 Note 9.1 : Dues to related parties ( till February 4, 2016) OMNOVA Solutions International SAS ( Fellow Subsidiary) - 23,282,447 OMNOVA Solutions SAS ( Fellow Subsidiary) - 8,656,662 OMNOVA Solutions India France Holding SAS (Holding Company) - 34,079,999 OMNOVA Solutions Inc. ( Ultimate Holding Company) - 1,310,879 Note 9.2 : Dues to related parties ( w.e.f February 5, 2016) Apcotex Solutions Limited ( Holding Company) 710,700 - Note 9.3 : Pertains to stamp duty on land payable since March ,234,458 8,234,458 Note 9.4: It has been provided in the books of account against show cause notice received for wrong availment of Input service tax on sales commission from Excise and Service tax Additional commissioner for an amount of 12,350,954/- Note 9.5: There are no amount due and outstanding to be credited to Investors education and protection fund. () NOTE 10 : SHORT TERM PROVISIOINS For Leave encashment 1,476,017 1,521,683 TOTAL 1,476,017 1,521,683

10 NOTE 11 : FIXED ASSETS A. Tangible Assets : () Gross Block Depreciation/ Impairment Net Block Value Additions Deletions/ Upto For the Deletions/ Upto December 1, 2015 Adjustments December 1, 2015 Period/ year Adjustments Freehold Land 532, , , ,896 Leasehold Land 102,827,750 2,094,024 (24,840,000) 80,081,774 32,033, ,176 (24,840,000) 7,519,078 72,562,696 70,793,848 Buildings 99,455,811 - (250,800) 99,205,011 27,915,168 1,731,892 (250,800) 29,396,260 69,808,751 71,540,643 Plant and Equipment 535,778,024 - (101,358,145) 434,419, ,980,992 17,026,879 (96,290,237) 263,717, ,702, ,797,032 Computers 2,922,773 6,982-2,929,755 1,817, ,412-1,946, ,410 1,104,840 Office Equipments 3,869,377 76,469-3,945,846 2,295, ,620-2,442,507 1,503,339 1,573,490 Furnitures & Fixtures 2,475,026 13,161-2,488,187 1,570,963 97,805-1,668, , ,063 Vehicles 3,888, ,888,494 2,118, ,885-2,349,901 1,538,593 1,770,478 Leasehold improvements 2,023, ,023,360 2,023, ,023, Wind Turbine Generator 39,270,000 - (39,270,000) - 34,270,000 - (34,270,000) - - 5,000,000 Total tangible assets 793,043,511 2,190,636 (165,718,945) 629,515, ,026,221 19,688,669 (155,651,037) 311,063, ,451, ,017,290 B. Intangible Assets : Goodwill 14,085, ,085,310 14,085, ,085, Computer Softwares 11,621, ,800-11,866,509 10,668, ,611-10,967, , ,604 Total intangible assets 25,707, ,800-25,951,819 24,753, ,611-25,053, , ,604 Total (A+B) 818,750,530 2,435,436 (165,718,945) 655,467, ,779,636 19,988,280 (155,651,037) 336,116, ,350, ,970,894 Previous year 814,426,486 5,986,797 (1,662,753) 818,750, ,271, ,413,545 (905,822) 471,779,636 Capital Work-in-progress 1,085, ,435, ,970,894 Notes: a.the Company is in the process of registering Title deeds of following immovable property in the name of the Company: Type of Assets Number of cases Gross Block as at Net Block as at Remarks Lease Hold Land 1 39,493,120 35,920,707 the Company is in the process of transferring the title deeds. Lease Hold Land 1 21,193,800 13,465,835 It is in the name of erstwhile company, Company is in the process of transferring the title deeds. Buildings 2 6,707,025 5,082,578 It is in the name of erstwhile company, Company is in the process of transferring the title deeds. b. Leasehold land measuring hectares taken from Gujarat Energy Development Agency ('GEDA') for wind farm at Navadara, Gujarat. The land lease taken is going to expire by, which is further renewable on payment of annual lease rentals. During the previous year, the Company has decided to amortise the fair value of the land carried in the books over the current lease period, i.e. till. Accordingly, the Company has recognised higher amortisation charge of 16,906,725. During the current year same has been sold off. c. The Depreciation for the year includes Impairment provision on Plant & Machinery Nil (Previous year 53,971,625/-). In the Previous year, the Company has recognised the following impairment loss on written down of following assets to their recoverable amount. Particulars Amt in Building related to windmills 47,018 Leasehold land related to windmills 5,701,573 Plant and Machinery related to windmills 5,723,360 Plant and Machinery related to Gas turbine and instruments 42,499,674 Total 53,971,625 The impairment loss in case of above asset is recognised on account of management`s decision to disinvest these assets and these assets being not in use due to technical issues. The Company written-down these assets to net realisable value based on management estimate. In current period these assets are transferred from Fixed Asset to "Assets held for disposal" and accordingly, the impairment provision on the same assets has been reversed ( included in deletion / adjustments). d. Impairment provision included in accumulated depreciation Nil /- (as at 53,971,625/-). e. The Company has changed its accounting policy in regard with depreciation as to be in line with Schedule II of the Companies Act, 2013.This has resulted in the depreciation expenses for period being higher by 6,533,836/- and profits being lower to the same extent.

11 NOTE 12 : NON CURRENT INVESTMENTS ( ) Trade, Unquoted ( Valued at Cost unless stated otherwise) Investment in equity instruments a) 247,500 Shares of Narmada Clean Tech Limited of Rs 10/- each fully paid up 2,475,000 2,475,000 (formerly known as Bharuch Eco-Aqua Infrastructure Limited) ( Refer Note 12.1) b) 1,751 Shares of Bharuch Enviro Infrastructure Limited of 10/- each fully paid up 17,510 17,510 TOTAL 2,492,510 2,492,510 Note 12.1: The investment of 2,475,000/- made by the Company in Equity shares of Narmada Clean Tech Limited is still in the erstwhile name of the Company, the company is in process of transferring the same in the name of the company. Note 13: Deferred Tax Assets ( ) Deferred tax liability Fixed assets; Impact of differences between tax depreciation and depreciation/amortization (including impairment) 16,939,000 20,816,041 charged for the financial reporting Gross deferred tax liabilities (A) 16,939,000 20,816,041 Deferred tax asset Carried forward losses - 44,237,300 Carried unabsorbed depreciation losses 107,904,000 95,732,269 Provision for doubtful debts 15,063,000 13,100,152 Provision for gratuity and leave encashment 7,205,000 3,474,422 Impact of expenditure charged to profit and loss account in the current year but allowed for tax purposes on payment 865,000 6,958,170 Gross deferred tax assets (B) 131,037, ,265,013 Restricted to deferred tax liability - 20,816,041 Net deferred tax asset / (liability) 114,098,000 The Company follows Accounting Standard (AS-22) "Accounting for taxes on Income", as notified by Companies Accounting Standards Rules, Due to losses, the Company has "Deferred tax asset with unabsorbed depreciation and brought forward losses" as a major component. Note 13.1: On April 22, 2016, the Board of Directors of its holding company i.e. Apcotex Industries Limited have approved the scheme of amalgamation of the Company with its holding company effective from. The necessary documents have been filled with stock exchange for their consent before filing petition with Honarable High Court Judicature at Bombay. As a result of this, deferred tax asset has been created during the year on account of virtual certainty ( Refer Note 39(b)). In Previous Year, deferred tax asset has been recognized only to the extent of deferred tax liability since there was no convincing evidence which demonstrates virtual certainty of realization of such deferred tax asset in the near future. NOTE 14 : LONG TERM LOANS & ADVANCES Non-current Current () a) Unsecured and Considered good Capital Advances 4,398, Security Deposit 27,615,698 27,679, b) Other Loans and Advances Advance to Suppliers ,725, ,876 Balance with Excise and Service Tax Authorities 7,494,289 2,879, Advance payments of Income Tax (Net of Provision for Tax) 210, , Advances to employees - - 3,363,208 3,300,647 Other advances receivable in cash or in kind ,931,202 29,814,314 TOTAL 39,718,195 30,825,836 47,019,996 33,768,837

12 () NOTE 15 : OTHER NON -CURRENT ASSETS a) Long Term Trade Receivables (Unsecured and considered doubtful) Debts outstanding for a period exceeding 6 months 43,525,006 42,395,313 Other debt ,525,006 42,395,313 Less: Provision for doubtful debts (43,525,006) (42,395,313) - - b) Sales Tax Refund Receivable 57,841, ,604,623 TOTAL 57,841, ,604,623 () NOTE 16 : INVENTORIES ( Valued at lower of cost and net realisable value) a) Raw Materials ( includes in Transit 8,965,358/- ; Previous year 5,536,274/-) 43,541,675 65,038,516 b) Work-in-Progress ( Refer note 23) 39,302,127 14,498,727 c) Finished goods ( Refer note 23) 146,754, ,312,121 d) Packing Materials 1,928,322 2,395,021 e) Stores and Spares 1,828,040 - f) Scrap - 2,241,865 TOTAL 233,354, ,486,250 () NOTE 17 : TRADE RECEIVABLES Unsecured and considered good - Outstanding for a period more than six months from due date 2,205,427 5,803,327 - Others 382,233, ,785,820 TOTAL 384,438, ,589,147 Note 17.1 : Dues from related parties ( w.e.f February 5, 2016) Apcotex Solutions Limited ( Holding Company) 7,910,076 - () NOTE 18: CASH AND CASH EQUIVALENTS a) Cash on hand 93, ,075 b) Balance with Scheduled banks : - in Current accounts 49,819,369 63,299,669 TOTAL 49,912,472 63,564,744 () NOTE 19 : OTHER CURRENT ASSETS a) Sales Tax Refund Receivable 47,458,490 46,078,768 b) Interest receivable on Sales Tax Refund Receivable 12,420,604 9,834,893 c) Assets held for disposal 5,067,908 - TOTAL 64,947,002 55,913,661 For the period ended () For the year ended NOTE 20 : REVENUE FROM OPERATIONS a) Sale of product: i) Domestic 572,845,611 1,313,278,951 ii) Exports 21,784, ,536,981 Turnover 594,630,178 2,026,815,932 Less : Excise duty 60,831, ,810, ,798,867 1,817,005,158 b) Other operating revenue i) Scrap Sales 5,421,419 13,124,413 ii) Duty Drawback 398,738 2,537,471 iii) Insurance Claim received 79,274-5,899,431 15,661,884 TOTAL 539,698,298 1,832,667,042

13 For the period ended () For the year ended NOTE 21 : OTHER INCOME a) Interest on: i) Fixed deposits with banks - 1,582,771 ii) Others 11,869,059 13,143,637 b) Profit on sales of assets (net) - 8,000 c) Wind mill income - 5,251,275 d) Miscellaneous income 832, ,216 TOTAL 12,701,685 20,569,899 For the period ended () For the year ended NOTE 22 : COST OF MATERIALS CONSUMED a) Raw Materials Consumed (( Refer Note 22.2)) Opening Stock 65,038,516 59,400,457 Add :- Purchases 322,308,253 1,129,638, ,346,769 1,189,038,551 Less: Sale of Raw materials - 7,023, ,346,769 1,182,015,260 Less :- Closing Stock 43,541,675 65,038,516 Total 343,805,094 1,116,976,744 b) Packing material consumed Opening Stock 2,395,021 3,103,900 Add: - Purchases 6,663,434 21,551,619 9,058,455 24,655,519 Less: Closing Stock 1,928,322 2,395,021 Total 7,130,133 22,260,498 TOTAL 350,935,227 1,139,237,242 Note 22.1: Details of Cost of Material Consumed For the period ended () For the year ended Acrylonitrile 125,510, ,294,771 Butadiene 59,692, ,830,323 Styrene 88,264, ,365,273 Others including packing material 77,467, ,746, ,935,227 1,139,237,242 Note 22.2 : the Company has changed its accounting policy for valuing its inventory from weighted average method to First In First Out method, This has resulted in increase of overall inventory by 9,785,459/- (i.e. Raw materials by 760,585/-, Finished Goods and Work-in Progress by 9,024,874/-) further the company has valued its unissued stores and spares at its cost of 1,828,040/-, as result of which the profit of the current period is increased to the extent of 11,613,499/-. For the period ended () For the year ended NOTE 23 : CHANGE IN INVENTORIES OF FINISHED GOODS & WORK IN PROCESS ( Refer Note 22.2) (Increase)/Decrease in Inventories Opening Stock - Finished goods 173,312, ,099,444 - Work-in-progress 14,498,727 43,003,362 - Scrap 2,241,865 1,634, ,052, ,737,726 Less: Closing Stock - Finished goods 146,754, ,312,121 - Work-in-progress 39,302,127 14,498,727 - Scrap - 2,241, ,056, ,052,713 TOTAL 3,996,283 52,685,013

14 NOTE 24 : EMPLOYEE BENEFITS EXPENSES For the period ended () For the year ended a) Salaries, bonus and allowances 38,565, ,770,060 b) Contribution to provident and other funds 2,294,461 10,014,810 c) Staff welfare expenses 1,660,630 4,467,167 TOTAL 42,520, ,252,037 For the period ended () For the year ended NOTE 25 : OTHER EXPENSES Consumption of stores and spare parts 3,671,274 29,826,592 Labour charges 11,941,770 37,389,419 (Increase)/decrease of excise duty on inventory 2,855,622 (18,862) Power, electricity and fuel 58,202, ,829,227 Water charges 3,358,190 10,533,593 Freight and Forwarding charges 6,838,188 21,332,380 Rent 1,464,352 4,476,396 Rates and taxes 5,069,837 8,697,446 Storage Charges 354,111 2,151,649 Insurance 3,465,998 10,820,545 Repairs and maintenance - Plant and machinery 4,283,132 19,107,580 - Building 1,880,283 6,297,037 -Others 5,695,142 19,553,451 Discount and Sales Commission 6,701,302 32,646,026 Traveling, conveyance and Vehicle expenses 4,575,347 15,229,087 Payment to auditors (Refer Note 25.1) 79,803 3,567,750 Legal and Professional fees 1,720,548 10,030,569 Foreign Exchange Fluctuation (Gain)/ Loss (Net) (278,316) 9,884,979 Bad Debts Written off 3,659,207 16,043,295 Provision for Doubtful Debts/ (written back) (1,264,757) - Loss on Sales of Assets 11,138, ,378 Impairment of fixed asset/ (written back) (53,971,625) 53,971,625 Assets Written off 42,499,674 - Bank charges 1,258,226 13,135,771 HO - Bank charges - 2,684,171 Service Charges to HO 420,353 11,374,624 Provisions no longer required, written back (131,954) (26,201,385) Miscellaneous administrative & selling expenses 5,712,875 20,471,854 TOTAL 131,200, ,386,197 Note 25.1 : Auditor`s Remuneration For the period ended () For the year ended Statutory Audit 400,000 3,200,000 Reimbursement of Expenses 9,035 45,327 For the period ended 409,035 3,245,327 () For the year ended NOTE 26 : FINANCIAL COST Interest - Banks ( Short term borrowings) 1,757,291 11,324,283 - others 1,049,313 2,168,281 TOTAL 2,806,604 13,492,564

15 NOTE 27 : Earnings /(Loss per share) Profit / (Loss) After Tax 115,051,074 (103,258,032) Weighted average number of equity shares in calculating basic and diluted EPS 16,099,272 12,883,872 Basic and diluted Earning / (loss) per share 7.15 (8.01) Note 28 : Contingent Liabilities Claim against the company not acknowledged as debts ( Gross ) ( previous year ) Income tax liability on account of disputed liability Excise duty, Service Tax, and Customs 52,594,000 30,767, ,000-53,469,000 30,767,000 Note 29: Capital and other commitments, the company has capital commitments ( net of advances ) of 1,520,450/- (: NIL). Note 30: Un-hedged foreign currency exposure Particulars of un-hedged foreign currency exposure as at the reporting date Particulars Trade Payables Trade Receivables Amount US$ 2,51, (: US$ ) Rs 1,66,70,148 (November 30, 2015: 4,40,47,589) GBP NIL (: GBP 824) RS NIL (: Rs 82,704) US$ 96, (: US$ 66,266) 63,84,954 (: 44,27,571) Note 31 : Gratuity The company operates gratuity plan, wherein every employee who has completed at-least five years of service gets a gratuity on departure at the rate of 15 days of last drawn salary for each completed year of service. Gratuity is payable to all eligible employees of the Company on retirement or separation or death or permanent disablement in terms of the provisions of the Payment of Gratuity Act, The following table summaries the components of net benefit recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheets Statement of profit and loss Net employee benefit expense recognized in the employee cost Current service cost 506,834 1,600,143 Interest cost on benefit obligation 672,771 1,742,543 Expected return on plan assets (377,304) (1,127,310) Net actuarial( gain) / loss recognized in the year (1,011,472) (29,046) Net benefit expense (209,171) 2,186,330 Actual return on plan assets 1,941,800 1,953,579 Balance sheet Benefit asset/ (liability) Present value of defined benefit obligation (24,291,173) (25,378,818) Fair value of plan assets 13,256,259 14,134,733 Plan asset / (liability) (11,034,914) (11,244,085) Changes in the present value of the defined benefit obligation are as follows: Opening defined benefit obligation 25,378,818 22,968,903 Current service cost 506,834 1,600,143 Interest cost 672,771 1,742,543 Benefits paid (2,820,274) (1,729,994) Actuarial (gains) / losses on obligation 553, ,223 Closing defined benefit obligation 24,291,173 25,378,818

16 (Note 31 Continued..) Changes in the fair value of plan assets are as follows: Opening fair value of plan assets 14,134,733 12,525,665 Expected return 377,304 1,127,310 Contributions by employer - 1,385,483 Benefits paid (2,820,274) (1,729,994) Actuarial gains / (losses) 1,564, ,269 Closing fair value of plan assets 13,256,259 14,134,733 The major categories of plan assets as a percentage of the fair value of total plan assets are as follows: Investments with insurer 100% 100% The principal assumptions used in determining gratuity benefit obligations for the company's plans are shown below: Discount rate 7.55% 8.00% Expected rate of return on assets 9.00% 9.00% Future salary increase 7.00% 12% for first 3 years and 8% thereafter Employee turnover Age % and Age % 11% for all ages The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been significant change in expected rate of return on assets due to change in the market scenario. Experience Adjustments Year Ended November 30, 2012 Year Ended November 30,2013 Year Ended November 30, 2014 Year Ended Period Ended Rupees Rupees Rupees Rupees Rupees Defined Benefit Obligation 19,034,877 21,567,368 22,968,903 2,537,888 24,291,173 Plan Assets 10,043,087 11,896,717 12,525,665 14,134,733 13,256,259 Surplus / (Deficit) (8,991,790) (9,670,651) (10,443,238) (11,244,085) (11,034,911) Exp. Adj on Plan Liabilities 1,092, , , ,030 3,433,230 Exp.Adj on Plan Assets 166, ,121 (673,138) 826,269 1,564,496 Note 32: Segment information a) Segment information for primary reporting (by business segment) Since the Company has only one reportable business segment of synthetic rubber, hence information for Primary business segment is not applicable. b) Segment information for secondary segment reporting (by geographical segment) The Company has two reportable geographical segments based on location of customers. i) Revenue from customers within India ii) Revenue from customers outside India Geographical Segments The company's secondary segments are the geographic distribution of activities. Revenue and receivables are specified by location of customers while the other geographic information is specified by the location of the assets. The following table shows the distribution of the Company's sales by geographical market, regardless of where the goods were produced: Sales Revenue by Geographical Market India (domestic) 517,913,731 1,742,122,744 Outside India (exports) 21,784,567 90,544, ,698,298 1,832,667,042 The revenue figures are reported above are net of excise duty. Total assets and additions to tangible and intangible fixed assets by geographical area The following table shows the carrying amount of segment assets and addition to segment assets by geographical area in which assets are located: Carrying amount of segment assets and intangible assets ( ) Receivables for sales made within India 1,307,873,410 1,275,788,930 Receivables for sales made outside India 6,384,954 4,427,571 1,314,258,364 1,280,216,501 Note: The Company has common fixed assets for producing goods for sale within India and sales outside India. Hence, the separate disclosure for fixed assets is not required to be furnished.