10TH ANNUAL REPORT 2013-2014 - Bombay Stock Exchange

10THANNUAL REPORT

2013-2014

Company Information

BOARD OF DIRECTORS

1. Mr. Jyotiprasad D. Chiripal

2. Mr. Vedprakash D. Chiripal

3. Mr. Ambalal C. Patel

4. Mr. Murli R. Goyal

5. Mr. Rajendraprasad J. Shah

6. Ms. Renu C. Siddhu

COMPANY SECRETARY

Mr. Romin N. Shah

BANKERS1. State Bank of India

2. Bank of Baroda

3. Central Bank of India

4. Uco Bank

REGISTERED OFFICE & PLANTSurvey No. 396(P), 395/4(P),

Moraiya Village, Sarkhej-Bavla Highway,

Tal. Sanand, Ahmedabad-382210.

Phone : +91-9825800060

Fax : +91-2717-250556,251612

Email : [email protected]

Website : www.cnpcl.com

CORPORATE INDENTIFICATION NUMBERL17111GJ2003PLC043354

CORPORATE OFFICE“Chiripal House”,

Shivranjani Cross Roads,

Satellite, Ahmedabad - 380015.

Tel : 91-079-26734660-2-3

Fax : 91-079-26768656

COMMITTEES OF BOARD

AUDIT COMMITTEEMr. Ambalal C. Patel Chairman

Mr. Murli R. Goyal Member

Mr. Jyotiprasad D. Chiripal Member

Mr. Rajendraprasad J. Shah Member

NOMINATION & REMUNERATION COMMITTEEMr. Murli R. Goyal Chairman

Mr. Ambalal C. Patel Member


Ms. Renu C. Siddhu Member

STAKEHOLDERS RELATIONSHIP COMMITTEEMr. Ambalal C. Patel Chairman

Mr. Murli R. Goyal Member


AUDITORSM/s J.T. Shah & Co.,

Chartered Accountants,

201/202, Lalita Complex,

Nr. Mithakhali Cross Roads,

Navrangpura, Ahmedabad - 380 009

REGISTRAR & TRANSFER AGENTLink Intime India Private LimitedUnit No. 303, 3rd Floor, Shoppers Plaza-V,

Opp. Muninicipal Market, B/h. Shoppers Plaza-II,

Off. C.G. Road, Navrangpura, Ahmedabad-380009.


Tel No : 079-26465179

Fax No : 079-26465179

CONTENTS Page No.

Notice 1-8

Directors' Report 9-11

Management Discussion 14

and Analysis Report

Report on Corporate Governance 15-20

Independent Auditors’ Report 21-23

Balance Sheet 24

Statement of Profit & Loss 25

Cash Flow Statement 26

Notes Forming part of the Financial Statements 27-46

Annual Report 2013-14 1

NOTICE

Notice is hereby given that the Tenth Annual General Meeting of the members of CIL Nova Petrochemicals Limited will be held on Saturday, 20th

day of September, 2014 at 3.00 pm at the registered office of the company at Survey No. 396(P), 395/4(P), Moraiya Village, Sarkhej-Bavla

Highway, Tal. Sanand, Ahmedabad – 382210 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statement of the Company for the financial year ended 31st March, 2014 and Reports

of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Jyotiprasad D Chiripal (DIN 00155695) who retires by rotation and being eligible offers himself for

re-appointment.

3. To appoint M/s J.T Shah & Co , Chartered Accountants as Statutory Auditors to hold office from conclusion of this Annual General Meeting

upto the conclusion of next Annual General Meeting and to authorize the Board to fix their remuneration.

SPECIAL BUSINESS

4. To appoint Mr. Jyotiprasad D Chiripal (DIN 00155695) as Managing Director of the Company and in this regard to consider and, if thought

fit, to pass with or without modification the following resolution as an Ordinary Resolution:

RESOLVED THAT in pursuance of the provisions of Sections 196, 197, 198 and other applicable provisions, if any, of the Companies Act,

2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof, for the time being in force), read

with Schedule V to the said Act and subject to such other approvals, consents as may be required, the consent of the Members of the

Company be and is hereby accorded for the Appointment of Mr. Jyotiprasad D Chiripal, as a Managing Director of the Company for a period

of 5 (five) years from 6th August,2014 to 5th August,2019 , on such terms & conditions, without remuneration as set out in the Explanatory

Statement annexed to the notice convening the meeting, with liberty to the Board of Directors (hereinafter referred to as “the Board”

which term shall be deemed to include the Nomination & Remuneration Committee constituted by the Board) to alter and vary the terms

& conditions of the said appointment in such manner as may be agreed to between the Directors and Mr. Jyotiprasad D Chiripal, subject

to Schedule V of the Companies Act, 2013, including any statutory modification or re-enactment thereof for the time being in force or as

may hereafter be made by the Central Government in that behalf from time to time, or any amendments thereto whose period of office

shall be liable to retire by rotation.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as may be necessary, proper or expedient to give

effect to the above stated resolutions.

5. To appoint Mr. Rajendraprasad J Shah (DIN 01982424) as an Independent Director and in this regard to consider and if thought fit, to

pass with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the

Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules,2014 (including any statutory modification(s)

or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Rajendraprasad J Shah who was

appointed as Additional Director pursuant to the provisions of section 161(1) of the Companies Act,2013 and who holds office upto the

date of the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing under section 160 of

the Companies Act,2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent

Director of the Company to hold office for 5 (five) consecutive years commencing from 20th September,2014 to 19th September,2019.

6. To appoint Ms. Renu C. Siddhu (DIN 05263778) as an Independent Director and in this regard to consider and if thought fit, to pass with

or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the

Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules,2014 (including any statutory modification(s)

or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Ms. Renu C. Siddhu who was appointed as

Additional Director pursuant to the provisions of section 161(1) of the Companies Act,2013 and who holds office upto the date of the

ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing under section 160 of the Companies

Act,2013 from a member proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director of

the Company to hold office for 5 (five) consecutive years commencing from 20th September,2014 to 19th September,2019.

7. To appoint Mr. Ambalal C. Patel (DIN 00037870) as an Independent Director and in this regard to consider and if thought fit, to pass with


RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 and the rules

made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV of

the Companies Act, 2013, Mr. Ambalal C. Patel, a non-executive Director of the Company, who has submitted a declaration that he meets

Annual Report 2013-142

the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as

an Independent Director of the Company for a term of 5(five) years commencing from 20th September,2014 to 19th September,2019.

8. To appoint Mr. Murli R Goyal (DIN 02329431) as an Independent Director and in this regard to consider and if thought fit, to pass with


RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 and the rules

made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV of

the Companies Act, 2013, Mr. Murli R Goyal, a non-executive Director of the Company, who has submitted a declaration that he meets the

criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an

Independent Director of the Company for a term of five years commencing from 20th September,2014 to 19th September,2019.

9. To reconfirm authority to the Board of Directors for borrowing money upto Rs.2000 Crores and in this regard to consider and if thought

fit, to pass with or without modifications(s), the following resolution as a Special Resolution:

RESLOVED THAT in suppression of the resolution passed in this regard at the Annual General Meeting of the Company held on 23th

September,2010 in this regard and pursuant to the provision of Section 180(1)(c) of the Companies Act,2013 and the rules made there

under (including any statutory modifications or re-enactment thereof for the time being in force)(‘the Act’) and other applicable provisions,

if any, of the Companies Act,2013, consent of the company be and is hereby accorded to the Board of Directors(hereinafter referred as

“Board” which term shall include a Committee thereof authorized for the purpose) of the Company to borrow in any manner from time to

time any sum or sums of money(including non-fund based banking facilities) as may be required for the purpose of the business of the

Company, from one or more Banks, Financial Institutions and other persons, firms, bodies corporate, whether in india and abroad,

notwithstanding that the money to be borrowed by the Company together with the monies already borrowed by the Company (apart from

temporary loans obtained from the Company’s Bankers in the ordinary course of business) may at any time exceed the aggregate of the

paid up capital of the Company and its free reserves that is to say, reserves not set apart for any specific purpose, provided that the

maximum amount of money may be borrowed by the Board and outstanding at any one time shall not exceed the sum of ` 2000 Crores

(Two Thousand Crores only).

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do and perform all such acts, deeds,

matters and things as may be necessary and expedient for the purpose of giving effect to this resolution.

10. To approve creation of charge/security over the assets/undertaking of the Company in respect of borrowing and in this regard to consider

and if thought fit, to pass with or without modifications(s), the following resolution as a Special Resolution :

RESOLVED THAT in supersession of the resolution passed in this regard at the Annual General Meeting of the company held on 23th

September, 2010, and pursuant to the provisions of section 180(1)(a) of the Companies Act,2013 and rules made thereunder (including

any statutory modifications or re-enactment thereof for the time being in force)(‘the Act) and other applicable provisions, if any, of the

Act, the consent of the company be and is hereby accorded to the Board of Directors(hereinafter referred as ‘Board’ which term shall

include a Committee thereof authorized for the purpose) of the Company to mortgage, hypothecate, pledge and/ or charge in addition to

the existing charges, mortgages and hypothecation created by the company, on such movable and immovable properties of the company,

both present and future and /or any other assets or properties, either tangible or intangible, of the company on such terms, at such time,

in such form and in such manner as the board may deem fit, together with power to take over the management and the business and

concern of the company in case of certain events of defaults, in favour of the Lender(s), Agent(s) and Trustee(s), for securing the

borrowing availed or to be availed by the Company, by way of any loans, debentures or any other securities or otherwise, in foreign

currency or in Indian rupees from time to time, up to the limits approved or as may be approved by the shareholders under section

180(1)(c) of the Act along with interest, additional interest, accumulated interest , liquidated charges, commitment charges or costs,

expenses and all other monies payable by the company including any increase as a result of devaluation/revaluation/fluctuation in the

rate of exchange.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do and perform all such acts, deeds,

matters and things as may be necessary and expedient for the purpose of giving effect to this resolution.

11. To adopt new Articles of Association of the Company containing regulations in conformity with the Companies Act,2013 and in this regard

to consider and if thought fit, to pass with or without modifications(s), the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of section 14 and other applicable provisions, if any, of the Companies Act, 2013 read with the

Companies (Incorporation) Rules, 2014 including any statutory modification(s) or re-enactments thereof, for the time being in force, the

draft regulations contained in the Articles of Associations submitted to this meeting be and are hereby approved and adopted in

substitution, and to the entire exclusion, of the regulations contained in the existing Articles of Association of the company.

RESOLVED FURTHER THAT board of directors of the company be and is hereby authorized to do all such acts and take such actions as may

be necessary, expedient and proper to give effect to this resolution.

By order of the Board of Directors

Date : 6th August,2014 Romin ShahPlace : Ahmedabad Company Secretary


NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIM/HER SELF AND PROXY NEED NOT BE A MEMBER OF THE COMPANY.PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THEREGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE ANNUAL GENERALMEETING. A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGRATE NOTMORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORETHAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT SINGLE PERSON ASPROXY AND SUCH PERSON SHALL NOT ACT AS PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

2. The Statement pursuant to Section 102(1) of the Companies Act, 2013, which sets out details relating to Special Business to be

transacted at the meeting is annexed hereto .

3. Electronic copy of the Annual Report for FY 2013-14 is being sent to all the members whose email IDs are registered with the Company/

Depository Participants(s) for communication purpose unless any member has requested for a Physical copy of the same. For members

who have not registered their email address, physical copies of the Annual Report for FY 2013-14 are being sent through the permitted

mode. Members may also note that the Notice of Annual General Meeting and Annual Report for 2013-14 will also be available on the

Company’s website www.cnpcl.com .

4. Nomination facility is available to individual shareholders. The shareholders who are holding shares in physical form and are desirous of

availing this facility may kindly write to the Company’s Share Transfer Agent M/s Link Intime India Pvt Ltd at Unit No 303, 3rd floor

Shoppers Plaza V, Opp Municipal Market, Behind Shoppers Plaza II, Off C.G Road, Ahmedabad-380009.

5. Corporate Members intending to send their authorized representatives to attend and vote at the Annual General Meeting are requested to

send a duly certified copy of the Board Resolution at registered office of the company authorizing their representative to attend and vote

on their behalf at the meeting.

6. Members are requested to bring their Attendance Slip along with copies of their Annual Report to the meeting.

7. In case of joint holders attending the meeting, only such joint holder who is higher in the order of name will be entitled to vote.

8. Brief resume of Directors including those proposed to be appointed / re-appointed , nature of their expertise in specific functional areas,

names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, shareholding and relationships

between directors inter-se as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the annexure

to the notice calling Annual General Meeting.

9. Members holding equity shares in electronic form are requested to notify the change of address or bank mandates to their Depository

Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise anychange in their address or bank mandates immediately to the Company’s Registrar and Share Transfer Agent, M/s Link Intime India Private

Limited .

10. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company/Registrar of any change in

address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long.

Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.

11. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant

in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants

with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the

Registrar and Share Transfer Agent of the Company.

12. The Register of Members and Share Transfer Register shall remain closed for registering share transfer from Monday 15th day of September,

2014 to Saturday 20th day of September, 2014 (Both days inclusive).

13. All documents referred to in the accompanying notice and the Statement are open for inspection by the members at the Registered Office

of the Company on all working days, except Saturdays, during business hours upto the date of the Annual General Meeting.

14. In compliance with the provisions of section 108 of the Companies Act,2013 and the Rules framed there under and pursuant to clause 35B

of the Listing Agreement entered into by the Company with the Stock Exchanges, the Company is pleased to offer e-voting facility to its

Members to enable them to cast their votes electronically, through the e-voting services provided by CSDL, on all resolutions set forth in

this Notice.

15. Voting Through electronic means :-

In case of members receiving e-mail:

i) Log on to the e-voting website www.evotingindia.com

ii) Click on “Shareholders” tab.

iii) 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.

iv) Next enter the Image Verification as displayed and Click on Login.

v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company,

then your existing password is to be used.


vi) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN* 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 Participant are requested

to use the first two letters of their name and the last 8 digits of the demat account/folio number in

the PAN field.

• In case the folio number is less than 8 digits enter the applicable number of 0’s before the number

after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with

folio number 100 then enter RA00000100 in the PAN field.

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for the said demat

account or folio in dd/mm/yyyy format.

Dividend Bank Details# Enter the Dividend Bank Details as recorded in your demat account or in the company records for the

said demat account or folio.

• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with

the depository or company please enter the number of shares held by you as on the cut off datein the Dividend Bank details field.

vii) After entering these details appropriately, click on “SUBMIT” tab.

viii) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in

demat form will now reach ‘Password Creation’ 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 voting for resolutions of any other

company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended

not to share your password with any other person and take utmost care to keep your password confidential.

ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

x) Click on the EVSN for the relevant <CIL Nova Petrochemicals Limited> on which you choose to vote.

xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option

YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the

Resolution.

xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

xiii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation 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.

xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

xv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

xvi) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on

Forgot Password & enter the details as prompted by the system.

• Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to www.evotingindia.com and

register themselves as Corporates.

• They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to

[email protected].

• After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able

to cast their vote.

• They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the

Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

In case of members receiving the physical copy:

A. Please follow all steps from sr. no. (i) to (xvi) above to cast vote.

B. The voting period begins on Monday 8th September, 2014 at 10.00 a.m. and ends on Tuesday, 9th September, 2014 at 6.00 p.m. During

this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 22nd

August, 2014, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

C. Mr. Jatin Kapadia ( Membership No. 26725 and COP No. 12043, Address : D/22, Satellite Appartment, Jodhupur Cross Road, Satellite

Ahmedabad-15. has been appointed as scrutinizer to scrutinize e-voting process.


D. The Scrutinizer shall, within a period not exceeding three working days from the conclusion of the e-voting period, unblock the votes

in the presence of at least two witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in

favour or against, if any, and submit forthwith to the Chairman of the Company.

E. A Member can opt for only one mode of voting i.e. either through e-voting or by Ballot. If a Member casts votes by both modes, then

voting done through e-voting shall prevail and Ballot shall be treated as invalid.

F. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.cnpcl.com within two working

days of the passing of the resolutions at the Tenth AGM of the Company and communicated to the BSE Limited and National Stock

Exchange of India Limited, where the shares of the Company are listed.

G. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting

manual available at www.evotingindia.com under help section or write an email to [email protected] . Other Contact

Details : (i) Company : CIL Nova Petrochemicals Limited – Survey No. 396(P),395/4(P), Moraiya Village, Sarkhej-Bavla Highway,

Tal.Sanand, Ahmedabad -382210 and Email : [email protected] (ii) Registrar & Transfer Agent : Link

Intime India Private Limited – Unit No. 303, 3rd floor Shoppers Plaza V, Opp Municipal Market, B/h Shoppers Plaza II, Off C.G Road,

Ahmedabad – 380009 and Email : [email protected] (iii) Scrutinizer : Mr. Jatin Kapadia and Email : [email protected]

16. Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communication

including Annual Report, Notices, Circulars, etc. from the Company electronically.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice :

Item No. 4

The Board had appointed Mr. Jyotiprasad D. Chiripal (DIN 00155695) as the Managing Director for the period of 5 (five) years commencing

from 6th August, 2014 to 5th August, 2019, subject to the approval of the members. Mr. Jyotiprasad D. Chiripal, aged 60 years, is a Commerce

Graduate from Gujarat University. Mr. Jyotiprasad D. Chiripal brings with him around three decades of proven experience in the textile sector.

He is one of the founder of Chiripal Group.

The principal terms and conditions of Mr. Jyotiprasad D. Chiripal, appointment as Managing Director are as follows:

(1) Tenure of Appointment:

For a period of 5 years commencing from 6th August, 2014 to 5th August, 2019.

(2) Nature of duties:

(a) The Managing Director shall devote his whole time and attention to the business of the Company and carry out such duties as may

be entrusted to him by the Board from time to time and separately communicated to him and exercise such powers as may be

assigned to him, subject to superintendence, control and directions of the Board in connection with and in the best interests of the

business of the Company and the business of any one or more of its associated companies and/or subsidiaries, including performing

duties as assigned by the Board from time to time by serving on the boards of such associated companies and/or subsidiaries or any

other executive body or any committee of such a company.

(b) The Managing Director shall not exceed the powers so delegated by the Board pursuant to Clause 2(a) above.

(c) The Managing Director undertakes to employ the best of his skill and ability to make his utmost endeavours to promote the interests

and welfare of the Company and to conform to and comply with the directions and regulations of the Company and all such orders

and directions as may be given to him from time to time by the Board.

(d) All personnel policies of the Company and the related Rules, which are applicable to other employees of the Company, shall also be

applicable to the Managing Director, unless specifically provided otherwise.

Apart from the above mentioned details, the below mentioned terms and conditions have been entered into between the Company and the

Managing Director:

1. The Managing Director is also required to adhere with the Code of Conduct, intellectual property, non-competition, no conflict of interest

with the Company and maintenance of confidentiality.

2. The Managing Director shall not become interested or otherwise concerned, directly or through his spouse and/or children, in any selling

agency of the Company.

3. The terms and conditions of the appointment of the Managing Director may be altered and varied from time to time by the Board as it

may, in its discretion deem fit, irrespective of the limits stipulated under Schedule V to the Act or any amendments made hereafter in this

regard in such manner as may be agreed to between the Board and the Managing Director, subject to such approvals as may be required.

4. This appointment may be terminated by giving two months notice on either side .

5. The employment of the Managing Director may be terminated by the Company without notice or payment in lieu of notice:

(a) if the Managing Director is found guilty of any gross negligence, default or misconduct in connection with or affecting the business

of the Company or any subsidiary or associated company for which he is required to render services; or

(b) in the event of any serious or repeated or continuing breach (after prior warning) or non - observance by the Managing Director of

any of the stipulations to be executed between the Company and the Managing Director; or

(c) in the event the Board expresses its loss of confidence in the Managing Director.


6. In the event the Managing Director is not in a position to discharge his official duties due to any physical or mental incapacity, the Board

shall be entitled to terminate his contract on such terms as the Board may consider appropriate in the circumstances.

7. Upon the termination by whatever means of the Managing Director’s employment :

(a) the Managing Director shall immediately tender his resignation from offices held by him in any subsidiaries and associated companies

and other entities without claim for compensation for loss of offices and in the event of his failure to do so the Company is hereby

irrevocably authorised to appoint some person in his name and on his behalf to sign and deliver such resignation or resignations to

the Company and to each of the subsidiaries and associated companies of which the Managing Director is at the material time a

Director or other officer;

(b) the Managing Director shall not without the consent of the Company at any time thereafter represent himself as connected with the

Company or any of the subsidiaries or associated companies.

8. The Managing Director’s appointment is by virtue of his employment in the Company and his appointment shall be subject to the

provisions of Section 167 of the Act.

In compliance with the provisions of Sections 196, 197 and other applicable provisions of the Act read with Schedule V to the Act, the terms

of appointment specified above are now being placed before the members for their approval. Except Mr. Jyotiprasad D Chiripal and Mr.

Vedprakash D Chiripal, None of the Directors, Key Managerial Personnel of the Company /their relatives are in any way concerned or interested

in the proposed resolution.

The Board considers it desirable that the Company should continue to avail the services of Mr. Jyotiprasad as Director and Managing Director,

in terms of Item No. 4 of the accompanying Notice, and recommends the same for acceptance by the Members of the Company.

Item No.5

Mr. Rajendraprasad J. Shah (DIN 01982424) was appointed as an Additional Director by the Board of Directors on 18th March, 2014 in

accordance with the provisions of Section 161 of the Companies Act, 2013. Pursuant to the said section the above director holds office up to

the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member of the company proposing his

candidature for appointment as Director of the Company in accordance with the provisions of section 160 of the Companies Act,2013. Mr.

Rajendraprasad J Shah is not disqualified from being appointed as a Director in terms of section 164 of the act. Section 149 of the Act

stipulates the criteria of Independence and pursuant to said section an independent director can hold office for a term upto 5(five) consecutive

years on the Board of the company and shall not be included in the total number of directors for retirement by rotation. The Company has

received a declaration from Mr. Rajendraprasad J. Shah that he meets the criteria of Independence as prescribed under sub- section(6) of

section 149 of the Act and under Clause 49 of the Listing Agreement. Brief resume of Mr. Rajendraprasad J Shah together with other details as

required under clause 49 of the Listing Agreement is provided as an annexure to the notice calling Annual General Meeting. The Board feels

that presence of Mr. Rajendraprasad J. Shah on the Board is desirable and would be beneficial to the company and hence recommend the

resolution for adoption.

Except Mr. Rajendraprasad J. Shah, None of the other Directors/Key Managerial Personnel of the Company/their relatives are in any way,

concerned or interested in the proposed resolution.

Item No.6

Ms. Renu C. Siddhu (DIN 05263778) was appointed as an Additional Director by the Board of Directors on 6th August, 2014 in accordance with

the provisions of Section 161 of the Companies Act, 2013. Pursuant to the said section the above director holds office up to the date of the

ensuing Annual General Meeting. The Company has received a notice in writing from a member of the company proposing her candidature for

appointment as Director of the Company in accordance with the provisions of section 160 of the Companies Act,2013. Ms. Renu C. Siddhu is

not disqualified from being appointed as a Director in terms of section 164 of the act. Section 149 of the Act stipulates the criteria of

Independence and pursuant to said section an independent director can hold office for a term upto 5(five) consecutive years on the Board of

the company and shall not be included in the total number of directors for retirement by rotation. The Company has received a declaration

from Ms. Renu C. Siddhu that she meets the criteria of Independence as prescribed under sub- section(6) of section 149 of the Act and under

Clause 49 of the Listing Agreement. Brief resume of Ms. Renu C. Siddhu together with other details as required under clause 49 of the Listing

Agreement is provided as an annexure to the notice calling Annual General Meeting. The Board feels that presence of Ms. Renu C. Siddhu on

the Board is desirable and would be beneficial to the company and hence recommend the resolution for adoption.

Except Ms. Renu C. Siddhu, None of the other Directors/Key Managerial Personnel of the Company/their relatives are in any way, concerned or

interested in the proposed resolution.

Item No . 7

Mr. Ambalal C. Patel (DIN 00037870) is a Non Executive Independent Director of the Company, whose period of office was liable to be

determined by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. However, as per

requirements of provisions of the Companies Act, 2013 and rules made thereunder, the Independent Directors are not liable to retire by

rotation and are required to be appointed by Shareholders. Therefore, it is proposed to appoint Mr. Ambalal C. Patel as an Independent Director

for a term of five consecutive years from 20th September,2014 to 19th September,2019.

Brief resume of Mr. Ambalal C. Patel together with other details as required under clause 49 of the Listing Agreement is provided as an

annexure to the notice calling Annual General Meeting. In the opinion of the Board, Mr. Ambalal C. Patel fulfils the conditions specified in the

Companies Act, 2013 and rules made thereunder for his appointment as an Independent Director of the Company and is independent of the

management. The terms and conditions of appointment of the above Director shall be open for inspection by the Members at the Registered

Office of the Company during normal business hours on any working day, excluding Saturday.


The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail

services of Mr. Ambalal C. Patel as an Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of

Mr. Ambalal C. Patel as an Independent Director, for the approval by the shareholders of the Company.

Except Mr. Ambalal C. Patel, None of the other Directors/Key Managerial Personnel of the Company/their relatives are in any way, concerned or


Item No. 8

Mr. Murli R. Goyal (DIN 02329431) is a Non Executive Independent Director of the Company, whose period of office was liable to be

determined by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. However, as per

requirements of provisions of the Companies Act, 2013 and rules made thereunder, the Independent Directors are not liable to retire by

rotation and are required to be appointed by Shareholders. Therefore, it is proposed to appoint Mr. Murli R. Goyal as an Independent Director

for a term of five consecutive years from 20th September,2014 to 19th September,2019.

Brief resume of Mr. Murli R. Goyal together with other details as required under clause 49 of the Listing Agreement is provided as an annexure

to the notice calling Annual General Meeting . In the opinion of the Board, Mr. Murli R. Goyal fulfils the conditions specified in the Companies

Act, 2013 and rules made thereunder for his appointment as an Independent Director of the Company and is independent of the management.

The terms and conditions of appointment of the above Director shall be open for inspection by the Members at the Registered Office of the

Company during normal business hours on any working day, excluding Saturday.

The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail

services of Mr. Murli R. Goyal as an Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of Mr.

Murli R. Goyal as an Independent Director, for the approval by the shareholders of the Company.

Except Mr. Murli R. Goyal, None of the other Directors/Key Managerial Personnel of the Company/their relatives are in any way, concerned or


Item No. 9 & 10

In terms of the provisions of Section 180(1)(a) and 180(1) (c) of the Companies Act, 2013, the Board of Directors of the Company cannot,

except with the consent of the Company by a special resolution, borrow moneys, apart from temporary loans, in excess of aggregate of the paid

up capital and its free reserves (section 180(1)(c)) nor the Board can create security or create mortgages, charges and hypothecations over

the assets of the Company which would be required to secure aforesaid borrowings(section 180(1)(a)).

The above section 180 of the Companies Act, 2013 corresponds to section 293 of Companies Act, 1956 under which the consent of the

Company was required by ordinary resolution.

Accordingly, the shareholders of the Company had accorded consent by ordinary resolutions to the Board of Directors for borrowing any sum

or sums of money outstanding at any point of time, not exceeding the sum of `2000 Crores (Rupees Two Thousand Crores only) and to create

security or create mortgages, charges and hypothecations over the assets of the Company to secure above borrowings, at the Annual General

Meeting of the Company held on 23th September, 2010.

However, the Ministry of Corporate Affairs, New Delhi vide its General Circular No. 4/2014 dated 25th March, 2014 has stated that such

ordinary resolutions passed under old Companies Act, 1956 for borrowing money in excess of limits and to create security on undertaking of

the Company, shall remain valid upto one year from the commencement of the Companies Act, 2013 i.e. upto 11th September, 2014.

Therefore, it is proposed to reconfirm the limit of such borrowing power of `2000 Crores (Two Thousand Crores Only). The Board recommends

the resolution set out in Item no. 8 & 9 for the approval of the members.

None of the Directors/Key Managerial Personnel of the Company/their relatives are in any way, concerned or interested in the proposed

resolution.

Item No. 11

The Articles of Association (hereinafter referred to as “AOA”) of the company as presently in force are based on the Companies Act,1956 and

several regulations in the existing AOA contain references to specific sections of the Companies Act, 1956 which is no longer in force.

Consequent upon coming into force of the Companies Act, 2013 several regulations of the existing AOA of the Company require alteration or

deletion in several articles. It is expedient to replace the existing AOA by the new set of Articles.

The company cannot alter its Articles of Association without the approval of members by passing a Special Resolution. The new set of Articles

of Association is available for inspection at the registered office of the Company during normal business hours on any working day, excluding

Saturday.

None of the Directors/Key Managerial Personnel of the Company/their relatives are in any way, concerned or interested in the proposed

resolution.

By order of the Board of Directors

Date : 6th August,2014 Romin ShahPlace : Ahmedabad Company Secretary


Details of Directors seeking re-appointment at the Annual General Meeting :

Name of Director & their Shareholding

Nature of Expertise in Functional Area List of Directorship/Committee Membership in other public companies as on 31

st March,2014.

Mr. Jyotiprasad D Chiripal 6250

Mr. Jyotiprasad D Chiripal aged 60 years is a Promoter Director. He is Commerce Graduate from Gujarat University. He brings with him around three decades of proven experience in the textile sector.

Other Directorship Vishal Fabrics Ltd, Chiripal Energy Limited, Chiripal Industries Limited, Chiripal Infrastructure Limited,

Committee position held in CIL Nova Petrochemicals Ltd Member - Audit Committee Member - Investor Grievance Committee Member - Remuneration Committee

Committee position held in other Public Companies Nil

Mr. Ambalal C Patel 350

Mr. Ambalal C Patel aged 70 years is an Independent Director of CIL Nova Petrochemicals Limited. He is an engineering graduate and has obtained his Bachelor of Engineering(Metallurgy) degree from the Indian Institute of Science, Bangalore. He has vast experience in advising regarding financial matters and project appraisal.

Other Directorship Sal Steel Ltd, Nandan Exim Ltd, Chiripal Industries Ltd, Jindal Hotels Limited, Vishal Malleables Ltd, Sumeru Industries Ltd, Circuit System India Ltd, Shree Precoated Steels Ltd, Ajmera Reality & Infra India Ltd. Committee position held in CIL Nova Petrochemicals Ltd Chairman - Audit Committee Chairman - Investor Grievance Committee Member - Remuneration Committee

Committee position held in other Public Companies Chairman of Audit Committee of Nandan Exim Limited, Member of Audit Committee of Shree Precoated Steels Ltd, Sal Steel Ltd, Ajmera Reality & Infra India Ltd and Jindal Hotel Ltd.

Mr. Rajendraprasad J Shah Nil

Mr. Rajendraprasad J Shah aged 65 years is an Independent Director of CIL Nova Petrochemicals Limited. He is an Engineering Graduate and has obtained his Bachelor and Masters of Engineering (Mechanical) degree from Maharaja Sayajirao University, Baroda . He has an experience of around four decades in Industrial Engineering, Project Implementation, Industrial Development and other technical matters.

Other Directorship Bhagwati Autocast Limited

Committee position held in CIL Nova Petrochemicals Ltd Nil

Committee position held in other Public Companies Member of Audit Committee and Remuneration Committee of Bhagwati Autocast Limited.

Mr. Murli R Goyal Nil

Mr. Murli R Goyal, aged 54 years, is an Independent Director of CIL Nova Petrochemicals Limited. He is a Commerce Graduate and has obtained his Bachelor of Commerce Degree from Maharashtra University and has also cleared CA Intermediate Examination. He is having a rich experience in the textile line of business of domestic as well as export market.

Other Directorship Nil

Committee position held in CIL Nova Petrochemicals Ltd Member - Audit Committee Member - Investor Grievance Committee Chairman - Remuneration Committee


Ms. Renu C Siddhu Nil

Ms. Renu C Siddhu aged 53 yeras is an independent Director of CIL Nova Petrochemicals Limited. She has done Masters in Mathematics from Guru Nanakdev University, Punjab. She remained as President of IPS Officers Wives Association during the year 2011 to 2013. She is having a rich experience in management and administration of an organization.

Other Directorship Nil

Committee position held in CIL Nova Petrochemicals Ltd Nil


�


DIRECTORS’ REPORTTo ,The MembersCIL Nova Petrochemicals Limited

Your Directors are pleased to present the 10th Annual Report along with the Audited Financial Statements for the period from 1st April,2013 to

31st March,2014.

FINANCIAL RESULTS

The Company’s financial performance, for the year ended March 31, 2014 is summarised below:

(` in crores )Particulars 2013-14 2012-13

Sales & Services 316.97 296.35

Other Income 0.97 0.73

Total Income 317.94 297.08

Total Expenses 314.07 293.59

Profit/(Loss) Before Tax 3.87 3.48

Tax Expense 0.97 0.72

Profit/(Loss) After Tax 2.90 2.77

Add : Balance brought forward (22.71) (25.47)

Amount available for appropriations (19.81) (22.71)

Appropriations :

Dividend - -

Tax on Dividend - -

General Reserve - -

Balance Carried Forward (19.81) (22.71)

PERFORMANCE

During the year under review, turnover increased from ` 323.65 crore to ` 344.56 crore . The profit before tax was at ` 3.87 crore as against

previous year profit before tax of ̀ 3.48 crore . The profit after tax was at ̀ 2.90 crore as against a profit of ` 2.77 crore over the previous year.

The increase in profit is due to better realization of finished goods rate and better utilization of available resources. Your Directors expect to

improve the performance even better during the current year.

DIVIDEND

Your directors do not recommend any dividend on equity shares for the financial year 2013-14.

DIRECTORS

In accordance with the provisions of the Companies Act,2013 Mr. Jyotiprasad D Chiripal, retires by rotation at the ensuing Annual General

Meeting and being eligible, offer himself for re-appointment . Further the Board of Directors at their meeting held on 6th August,2014 appoint

him as Managing Director subject to approval of members in the ensuing annual general meeting.

Mr. Ambalal C Patel and Mr. Murli R Goyal, Independent Directors whose period of office was liable to determination by retirement of Directors

by rotation under the erstwhile applicable provisions of the Companies Act,1956. However as per provisions of the Companies Act,2013 the

Independent Directors are required to be appointed by shareholders and they shall not be liable to retire by rotation. Accordingly it is

proposed to appoint them for a term of five consecutive years commencing from 20th September,2014 to 19th September,2019.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013, Mr. Rajendraprasad J. Shah was appointed as an Additional Director

designated as an Independent Director w.e.f. March 18, 2014 and Ms. Renu C. Siddhu was appointed as an Additional Director designated as

an Independent Director w.e.f 6th August,2014. They shall hold office up to the date of the ensuing Annual General Meeting. The Company has


received requisite notice in writing from a member proposing Mr. Rajendraprasad J. Shah and Ms. Renu C. Siddhu for appointment as an

Independent Director.

PUBLIC DEPOSITS

Your company has not accepted any deposits from the public as defined under section 58A of the Companies Act,1956 and rules made there

under.

CONSOLIDATION OF EQUITY SHARES

Your Directors would like to state that your Company has consolidated the face value of Equity Shares from ` 5/- per share to ` 10/- per share

during the year under review. On complying with the necessary formalities of the stock exchanges, depositories and other regulatory authorities

in connection with the said issue the trading in the equity shares of face value of `10/- per share had recommenced on 1st January,2014. Your

Directors therefore would like to inform the stakeholders that the face value of the equity shares of the Company is now ` 10/- per share.

DELISTING OF EQUITY SHARES

Presently the equity shares of the company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India

Limited(NSE). During the year under review, the equity shares of the company were delisted voluntarily under Clause 6 (a) of SEBI (Delisting

of Equity Shares) Regulations, 2009 from Ahmedabad Stock Exchange Limited (ASE) with effect from 31st March, 2014. Based on the Securities

and Exchange Board of India (Delisting of Equity Shares) Regulations 2009, it is open for the company to voluntarily delist its equity shares

from one or more stock exchange (s) if it continues to remain listed on any stock exchange having nationwide trading terminals. Accordingly,

the equity shares of the company were delisted as aforesaid from ASE without giving any exit opportunity to the share holders as the equity

Shares of the company continued to be listed on BSE and NSE which is having nation wide trading terminals. The delisting of the company’s

equity shares from ASE will not be prejudicial to or affect the interests of the investors.

INSURANCE

All assets of the company including inventories, building, plant and machineries are adequately insured.

VIGIL MECHANISM

Every listed Company and other Company as may be prescribed have to formulate the vigil mechanism for Directors and Employees of the

Company to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or

ethics policy in terms of provisions of Section 177(9) of the Companies Act, 2013 and Rules made thereunder and revised clause 49 of the

Listing Agreement with Stock Exchanges.

Your Company has established a vigil mechanism policy for its directors and employees to safeguard against victimization of persons who use

Vigil mechanism and report genuine concerns. The Audit Committee of your Company shall oversee the Vigil mechanism.

CORPORATE GOVERNANCE

A separate report on Corporate Governance and Management Discussion and Analysis together with a certificate from Company’s Auditors

confirming compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement are being published

as a part of the Annual Report of the Company.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000 with

respect to Directors Responsibility Statement, it is hereby confirmed;

(i) that in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been

followed along with proper explanation relating to the material departures,

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March,2014 and of the profit or

loss of the company for the year under review,

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the

provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other

irregularities,

(iv) that the Directors have prepared the annual accounts on a going concern basis.


RESTRUCTURING OF BANK DUES UNDER CDR MECHANISM

Your Company has obtained various credit facilities from different banks secured by the assets of the Company. In view of the losses incurred

by the company, the CDR Cell and Banks while approving restructuring and also demerger have stipulated that the unsecured loan from

Promoters group/ associates be converted in to capital so that Total Net Worth remain positive all the time.

AUDITOR’S AND AUDITOR’S REPORT

M/s. J.T Shah & Co, Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting and are eligible

for re-appointment. The Company has received confirmation from them to the effect that their re-appointment, if made, would be within the

prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. You are requested

to appoint the auditors and fix their remuneration.

The Statutory Auditor has qualified its Audit Report in respect of non-deposit of our part of ` 3.39 lacs of unpaid/unclaimed dividend into

Investor Education & Protection Fund till balance sheet date. Your director would like to clarify that the amount lying in unclaimed dividend

in respect of earlier year was of erstwhile Nova Petrochemicals Limited and the same amount lying in the Bank Account was seized by the Sales

Tax Authority which could not be accessed by the company to be transferred to Investor Education & Protection Fund when it became due and

till date the seizure of the account is still continue. Further the company namely erstwhile Nova Petrochemicals Limited was demerged by order

of the Honorable High Court of Gujarat and accordingly as per sharing ratio our liability in respect of transfer of unclaimed dividend comes to

Rs 3.39 lacs and balance part is of GSL Nova Petrochemicals Limited, demerged company.

COST AUDITORS

Pursuant to the order no.52/26/CAB-2010 dated 24th January,2012 of the Ministry of Corporate Affairs (“MCA”) it was mandatory for the

company to carried out audit of cost records of its textiles products . In terms of the said order Cost Audit have been conducted for F.Y 2013-

14 by M/s. Kiran J Mehta, firm of Cost Accountants having its office at 257, 2nd Floor, Ellisbridge Shopping Centre, Opp. MJ Library, Ahmedabad

and have submitted the cost audit report to the board.

PARTICULARS OF EMPLOYEES

Pursuant to the provision of section 217(2A) of the Act, read with (Particulars of Employees) Rules,1975 and amendment made thereto from

time to time the names and other particulars of employees are require to be annexed to the Director’s Report. However during the year under

review there were no employees drawing the salary more than the limit prescribed under the said rules. Your Directors therefore do not attach

the annexure as prescribed under the provision of section 217(2A) of the companies Act,1956.

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

Particulars as required under section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of

Board of Directors) Rules,1988 are given in the Annexure to this report.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the support and co-operation received from the financial institutions, banks,

government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep

sense of appreciation for the committed services by the Company’s executives and workers.

For and on behalf of Board of Directors

Date : 6th August,2014 Jyotiprasad D ChiripalPlace : Ahmedabad Chairman


ANNEXURE TO DIRECTOR’S REPORT

Particulars pursuant to section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of

Directors) Rules,1988 and forming part of the Report of the Directors.

A. CONSERVATION OF ENERGY

[a] Energy conversion measures taken :

• To increase production in FDY all teijin winder of line no 5,11 & 12 converted from 12 end to 16 end. Total 16 winder converted

from 12 end to 16 end .

• POY line 1&3 melt pump panel shifted in spinning control room to reduce failure rate of AC Drive.

• New two centrifugal compressor 4400 cfm, 8.5 kg/cm2 and 4200 cfm, 4.0 kg/cm2 installed in utility for power saving.

• New centrifugal chiller (800 TR) installed in utility for better cooling of POY & FDY Plant.

[b] impact of the measures at (a) above for reduction of energy consumption and consequent impact on the cost of production of goods.

The above measures will reduced the cost of operation.

[c] Total energy consumption and energy consumption per unit of production as per Form A of the Annexure in respect of industries

specified in the schedule thereto.

FORM - A

A. POWER AND FUEL CONSUMPTION 31.03.2014 31.03.2013

1. Electricity

a) Purchased

Unit in KWH Nil Nil

Total Amount in `

Average Rate/Unit in `

Own Generation

i. Through Diesel Generator

Unit in KWH 416656 170032

Unit per ltr. of Fuel /Oil 3.16 3.31

Cost/Unit in ` 19.46 12.35

ii. Through Steam Turbine /Generator

Unit in KWH 20843400 29142234

Unit per Kg of Coal 0.54 0.43

Cost/Unit in ` 5.52 4.97

2. Coal/Lignite

Quantity in Kg 37496227 68043226

Total Cost in ` 1151.70 1996.37

Average Rate in Rs/Kg 3.07 2.93

3. Furnace Oil (Used in the Generation of Steam)

Quantity (k.ltrs.) Nil Nil

Total Amount in `

Average Rate in `/KL

4. Others/Internal Generation

Quantity Nil Nil

Total Cost in `

Rate /Unit in `

B. CONSUMPTION PER UNIT OF PRODUCTION

Products (with details )

Unit Electricity (KWH/Ton of Product)

a) Partially Oriented yarn 615 687

b) Fully Drawn Yarn 1199 1455

c) Draw Twisting Nil 1662

d) Draw Texturising Nil 1928


FORM - B

RESEARCH AND DEVELOPMENT (R & D)

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

• All dryer covered with sheet.

• New warehouse fabricated for POY & FDY godown purpose.

• New machine for elongation checkins of POY & FDY installed in quality control department for better quality testing of yarn.

• CCTV Cameras installed in every area of plant for better controlling and monitoring.

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

The Company has yet to analyse the results.

3. Future Plan of Action

• To convert BARMAG POY Winders from 10 End to 15 End & TMT FDY Winders from 12 End to 18 End is under process. It will

increase the production.

• In POY Lines intermiings AIR JETS will be replaced from 1.2 mm to 0.8 mm HOLE DIA for AIR saving purpose. This will save the

power consumption substantially.

TECHNOLOGY, ABSORPTION, ADAPTION AND INNOVATION

1. Efforts made towards technology absorption, adaption and innovation :-

The modifications are made in the existing equipments as and when required for the smooth conducting of the operations.

2. Benefits derived as a result of the above efforts

The Company's existing equipments is getting absoulte day by day such modification help us to perform our operations in cost of

effective manner.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

For the details pertaining to the foreign exchange earning and outgo refer to points no 36 & 37 of notes on accounts.


MANAGEMENT DISCUSSION AND ANALYSIS REPORT

OVERVIEW OF THE ECONOMY

The economic growth for 2013-14 remained at around 5% almost at the same levels as that of the previous financial year. In the last five years,

the growth rate of the economy has been lower than the estimates. Commodity prices stayed at high levels and food inflation reached an all

time high which resulted in sustained CPI inflation of over 10% in the last financial year. However high interest rates, depreciated currency

and uncertainty due to general elections have led to deceleration in the economic recovery. Looking at the outlook for FY 2014-15 it is

expected to see a recovery from the period of recessions and weakness. While a lot will depend on the measures announced after formation of

new government, resurgence in exports, reduction in inflation & deficits (trade, current and fiscal), along with global economic revival are

likely to add impetus to the economy.

TEXTILE SECTOR

Among all the sectors of the Indian economy textile sector is the leading sector . The reason behind this is it contributes about 14% to

industrial production, 4% to the GDP and 17% to the country’s foreign exchange earnings and is the largest employer next only to agriculture

providing direct employment to about 35 million people. Indian Textile Industry is not only of paramount importance to the national economy,

it also has an influential presence in global market. Globally, India is the largest producer of Jute fibre, and 2nd largest producer of cotton,

silk, cellulosic and synthetic fibres. The fundamental strength of this industry flows from its strong production base of wide range of fibres /

yarns from natural fibres like cotton, jute, silk and wool to synthetic /man-made fibres like polyester, viscose, nylon and acrylic.

Exports of textiles have also increased over the last few years. The Planning Commission has estimated the overall growth for exports at 15%

with an export target of USD 65 bn by the end of the Twelfth Five Year Plan (2012-2017). On exports front, there are both positive and

negative factors. Positive factors include the weak currency and decreasing cost competitiveness of China that are likely to give positive

impact to the Indian exports. At the same time, factors like slowdown and uncertainty in the global markets, volatile foreign exchange rates

and increase in cotton and yarn prices are likely to negatively affect growth and profitability for the textile exports.

Looking at the growth prospects of this sector the government has also extended the Technology Upgradation Fund Scheme (TUFS) for the

Twelfth Five Year Plan. The Planning commission has approved an allocation of 120 bn under the Scheme for the Twelfth Five Year Plan. Furtherbeing second largest employment provider and in order to provide the industry with adequately trained manpower, the government has started

various institutes where textile specific courses are conducted and has also launched Integrated Skill Development Schemes.

FINANCIAL RESULTS

During the year under review total revenue stood at ` 317.94 Crores against `297.07 Crores over previous year. Employees Cost was ` 4.99

Crores against `4.67 Crores over previous year. Depreciation was lower at ` 7.16 Crores against `7.82 Crores in the previous year as the

company is using written down value method for depreciating its plant and machinery. Profit after tax stood at ` 2.90 Crores as against 2.76

Crores. The earning per share for the year was ` 2.14 as against ` 2.04.

INTERNAL CONTROL SYSTEM AND ADEQUACY

The Company has an adequate internal control system commensurate with its size and nature of operations. Regular internal audits and checks

are carried out by firm of Chartered Accountants and their findings are reported to the management and also considered by the audit

committee to ensure efficient conduct of the business.

HUMAN RESOURCE AND INDUSTRIAL RELATION

We believe that people are the most valuable asset of the Company as they contribute individually as well as collectively for the achievement

of organization goals. Yours company’s endeavor is to provide suitable work environment that encourages positive attitude and superior

performance. Human resource policies of the company though business focused, are employee friendly, clear and concise, thereby providing

employees with appropriate opportunities to grow professionally as well as personally.

CAUTIONARY STATEMENT

Statement in this report describing the company’s objectives , projection, estimates , expectations or predictions may be forward looking

statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or

implied. Important factors that could make a difference to the company’s operations include economic conditions affecting demand / supply

and price condition in the domestic markets in which the company operates, changes in the government regulations, tax laws and other

statutes and other incidental factors.


1. COMPANY’S PHILISOPHY ON GORPORATE GOVERNANCE

Corporate governance is the method by which a corporates are directed , administered or controlled. It includes the laws and customs

affecting that direction as well as the goals for which the corporates are governed. The principal participants are the shareholders ,

management and the board of directors, regulators ,employees, suppliers and customers.

The Company adheres to good corporate governance practices and is constantly striving to make them better .Your Company’s believes that

good governance is an essential ingredient in corporate success and sustainable economic growth.

2. BOARD OF DIRECTORS

The Board comprises of 5(Five) Directors of which 2 are Executive and Promoter Directors and 3 are Non-Executive and Independent

Directors. The Chairman of the Board is Executive Promoter Director.

During the year 6(Six) Board Meetings were held on 30.05.2013, 13.08.2013, 13.11.2013, 11.12.2013, 12.02.2014 and on 18.03.2014 . The

interval between any two meetings did not exceed four months. All the relevant and necessary information are placed before the board for

their approval/noting.

The Composition of Directors and their attendance at the Board Meeting during the year and also number of other directorships/membership

of Committees are as follows :

No of DirectorshipSr. Meeting in other CommitteeNo. Name of Directors Category Attended public Company Membership Chairmanship

1 Mr. Jyotiprasad D Chiripal Promoter Executive 6 5 3 -

2 Mr. Vedprakash D Chiripal Promoter Executive 5 4 4 -

3 Mr. Ambalal C Patel Non-Executive Independent 6 9 9 5

4 Mr. Murli R Goyal Non-Executive Independent 5 - 2 1

5 Mr. Rajendraprasad J Shah * Non-Executive Independent - 1 2 -

* Mr. Rajendraprasad J Shah was appointed on March 18,2013.

* As required by Clause 49 of the Listing Agreement, the disclosure includes memberships / chairmanships of audit committee, Remuneration

Committee, Share Transfer Committee and investors’ grievance committee in public limited companies.

3. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Ambalal C Patel, Mr. Murli R Goyal, Mr. Jyotiprasad D Chiripal and Mr. Rajendraprasad J Shah. Mr.

Ambalal C Patel acts as a Chairman of the Audit Committee. All the members of audit committee are financially literate.

During the year 4 meetings of the Audit Committee were held on 30.05.2013, 13.08.2013, 13.11.2013 and on 12.02.2014, the attendance

of members at the meeting were as follows :

Sr. No. Name of Members Position No. of Meeting Attended

1 Mr. Ambalal C Patel Chairman 4

2 Mr. Murli R Goyal Member 4

3 Mr. Jyotiprasad D Chiripal Member 4

4 Mr. Rajendraprasad J Shah * Member -

*Appointed as member of Audit Committee on May 30, 2014.

• The terms of reference of the Audit Committee cover the matters specified for Audit Committees under Clause 49 of the Listing

Agreement with the Stock Exchanges and also as required under Section 292A of the Companies Act, 1956. The Statutory Auditors,

Internal Auditors, Finance/Accounts Heads usually attend the meetings of the Audit Committee.

• In accordance with Section 177(1) of the Companies Act,2013 and as per requirements of SEBI Circular dated April 17,2014 for

amendment of Equity Listing Agreement ( which is effective from October 1,2014) the Board of Directors of the Company at their

Meeting held on May 30,2014, have approved new terms of reference for the Audit Committee and thereupon the revised terms of

reference of the Audit committee are in conformity with the requirements of Clause 49(III)(D) of the revised Listing Agreement and

Section 177(1) of the Companies Act,2013.Further the Audit Committee have been granted powers as prescribed under Clause 49

(III)(C) of the Listing Agreement.

REPORT ON CORPORATE GOVERNANCE


4. REMUNERATION COMMITTEE

The Remuneration Committee inter alia, reviews and recommends the remuneration and commission / performance incentive of Executive

and Non – Executive Directors and Senior Management Personnel. The Terms of reference of the Remuneration Committee include the

matters specified in Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

During the year under review, no meeting of the remuneration committee was held. The composition of Remuneration Committee are as

follows

Sr.No. Name of Members Position

1 Mr. Murli R Goyal Chairman

2 Mr. Ambalal C Patel Member

3 Mr. Jyotiprasad D Chiripal Member

4 Ms. Renu C Siddhu * Member

*Appointed as member of Remuneration Committee on August 6, 2014.

In accordance with Section 178 of the Companies Act,2013 and as per the requirements of SEBI Circular date April 17, 2014 for amendment

to Equity Listing Agreement ( which is effective from October 1,2014), the Board of Directors of the Company at their meeting held on May

30,2014, have approved the revision of terms and rename such committee as Nomination and Remuneration Committee.

Remuneration paid to the Directors for the year ended on March 31,2014 are as follows :

Sr. No. Name of Directors Sitting Fees(`) Salaries and Perquisites (`) Commission(`) No of Shares held

1 Mr. Vedprakash D Chiripal Nil Nil Nil 727469

2 Mr. Jyotiprasad D Chiripal Nil Nil Nil 6250

3 Mr. Ambalal C Patel 70000 Nil Nil 350

4 Mr. Murli R Goyal Nil Nil Nil Nil

5 Mr. Rajendraprasad J Shah Nil Nil Nil Nil

5. SHAREHOLDERS /INVESTORS GRIEVANCE COMMITTEE

The Shareholders/Investor Grievance Committee specifically looks into the complaints of investors like transfer, transmission, dematerialisation

of shares, non-receipt of dividends, non-receipt of annual report etc. and resolves the same within the time limit prescribed by the

regulatory authority.

Committee met four times during the year on 30.05.2013, 13.08.2013, 13.11.2013 and on 12.02.2014. The composition of Shareholders/

Investors Grievance Committee are as follows

Sr. No. Name of Members Position No. of Meeting Attended

1 Mr. Ambalal C Patel Chairman 4

2 Mr. Murli R Goyal Member 4

3 Mr. Jyotiprasad D Chiripal Member 4

In accordance with Section 178(5) of the Companies Act,2013 and as per the requirements of SEBI Circular dated April,2014 for amendment

to Equity Listing Agreement ( which is effective from October 1,2014), the Board of Directors of the Company at their meeting held on May

30,2014, have approved the revision of terms and rename such committee as Stakeholder Relationship Committee.

During the year under review one complaint was received by the company which was resolved on time and no complaint remains pending at

the end of the year.


6. GENERAL BODY MEETINGS

Financial Year Ended Date & Time Venue Special Resolution Passed

March 31,2013 Saturday, Survey No. 396(P), 395/4(P) Moraiya Village, 0

28th September,2013 Sarkhej Bavla Highway, Tal. Sanand, Ahmedabad-382210

3.00 PM.

March 31,2012 Saturday, Survey No. 396(P), 395/4(P) Moraiya Village, 0


3.00 PM.

March 31,2011 Wednesday, Survey No. 396(P), 395/4(P) Moraiya Village, 0


3.30 pm

The Company has not passed any resolution through postal ballot during the year under reference, none of the resolutions proposed for the

ensuing Annual General Meeting need to be passed through Postal Ballot.

7. DISCLOSURES

• For significant related party transactions refer to point no. 30 of the Notes on Accounts contained in financial statements in this

Annual Report.

• The Company has followed the guidelines prescribed by The Institute of Chartered Accountants of India in preparation of financial

statements.

• The Company has complied with all the requirements of Regulatory Authorities. There has not been any non-compliance by the

Company and no penalties or strictures imposed by SEBI or Stock Exchanges or any statutory authority on any matter relating to capital

markets, during the last three years except the debarment order dated 12.01.2010 restraining erstwhile Nova Petrochemicals Limited

from buying, selling, dealing or accessing the securities market directly or indirectly in any manner whatsoever for a period of two

years.

• The Company has adopted a Code of Conduct for Prevention of Insider Trading (“The Code”) in accordance with the requirements of

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 1992. The Code is amended from time to time in

accordance with the changes brought in by SEBI in the Insider Trading Regulations.

• The Board of Directors of the Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel

of the Company. The Board Members and the Senior Management personnel have affirmed compliance with the code for the year 2013-

14. The said Code of Conduct has been posted on the website of the Company. A declaration to this effect, is annexed and forms part

of this report. Further the board has approved the Whistle Blower Policy at its meeting held on May 30,2014.

• The Disclosure on remuneration of directors, pecuniary relationship or transaction with Non-Executive Directors, details of notice

period, severance fees, No. of shares held by Directors etc have been provided earlier under the head “Remuneration Committee” in this

Corporate Governance Report .

8. MEANS OF COMMUNICATION

The Quarterly/ Annual Financial Results are sent to the Stock Exchanges immediately after they are approved by the Board. The said results

are then published in the prescribed proforma within 48 hours of the conclusion of the meeting of the Board in which they are considered,

atleast in one English newspaper circulating in the whole or substantially the whole of India and in one vernacular newspaper of the state

where the Registered Office of the Company is situated. The Company’s website www.cnpcl.com contains a separate section called “Investors

Relation” where latest Shareholders information is available. The Quarterly and Annual Financial Results are posted on the website . The

Company supplies copies of the Financial Results and Annual Report of the Company to various analysts, share brokers, various government

departments & agencies and other investors and all those interested in getting the same as and when requested. The Company electronically

files data such as Shareholding Pattern, Corporate Governance Report, Reconciliation of Share Capital Audit Report and other Corporate

Announcements on NSE Electronic Application Processing System (NEAPS) web based application designed by NSE and on BSE Corporate

Compliance & Listing Centre Online Portal of BSE. Management Discussion and Analysis Report forms part of the Annual Report.

9. GENERAL SHAREHOLDERS INFORMATION

i) Annual General Meeting

Date : Saturday, September 20,2014

Time : 3.00 pm

Venue : Survey No. 396(P),395/4(P), Moraiya Village, Sarkhej-Bavla Highway, Tal. Sanand, Ahmedabad –

382210.


Financial Year : April 1,2013 to March 31,2014

Date of Book Closure : Monday, September 15,2014 to Saturday, September 20,2014(Both days inclusive)

Dividend Payment Date : Nil

ii) Listing on Stock Exchanges and Stock Codes :

The Company’s Equity Shares are listed on the following Stock Exchanges in India :

Name of the Stock Exchanges Code Address

Bombay Stock Exchange Limited (BSE) 533407 Phirozee Jeejeebhoy Towers, Dalal

Street, Mumbai – 400001.

National Stock Exchange of India Limited CNOVAPETRO-EQ Exchange Plaza, Bandra-KurlaComplex,

(NSE) Bandra (East), Mumbai – 400051.

ISIN for Equity Shares : INE672K01025

The Company has paid Annual Listing Fees as applicable to the BSE and the NSE for the FY 2014-15.

iii) Market Price Data :

The monthly high and low of the share price of the Company during each month in the last financial year at BSE and NSE are as under

:

BSE NSEMonth High Low Volume High Low Volume

April,2013 18.15 13.25 2715 15.00 13.00 2391

May,2013 13.25 12.55 18034 13.30 13.00 11533

June,2013 13.91 13.25 7080 13.30 13.25 8500

July,2013 13.30 12.60 9249 13.30 12.60 10350

August,2013 13.24 9.55 5162 13.25 10.00 4300

September,2013 10.10 10.00 1900 10.05 09.60 1800

October,2013 10.00 9.51 1700 10.00 10.00 1800

November,2013 10.00 10.00 1400 10.00 10.00 1400

December,2013 10.00 10.00 200 10.00 10.00 1300

January,2014 20.50 15.05 13922 0.00 0.00 0.00

February,2014 18.50 16.25 8513 18.50 18.00 549816

March,2014 24.50 17.50 23929 24.00 18.00 5239

iv) Registrar & Share Transfer Agents :

The details of Registrar & Share Transfer Agent appointed by the Company are as under :

M/s Link Intime India Private Limited

Unit No. 303, 3rd floor Shoppers Plaza V, Opp Municipal Market, B/h Shoppers Plaza II, Off C.G Road, Ahmedabad-380009.

Phone : 079-26465179 Fax No :079-26465179 E-mail : [email protected]

v) Share Transfer System :

The Registrar and Share Transfer Agent of the Company are undertaking all the shares related work. Share Transfers are registered and

returned within prescribed time if the documents are complete in all respects. The Company obtains from a Company Secretary in

Practice half yearly certificate of compliance with the share transfer formalities as required under clause 47(c) of the Listing Agreement

with Stock Exchanges and files a copy of the certificate with the Stock Exchanges were the company is listed.


vi) Shareholding by Category :

SR.No Category March 31,2014No. of Shares Held % of shareholding

A Promoters HoldingIndividuals/HUF 5857229 43.23

Bodies Corporate 2800407 20.66

B Non Promoter HoldingFIs, Mutual funds and Banks 300 0.00

Bodies Corporate 3352893 24.74

Indian Public 1226520 9.06

Any other (FII’s, Trusts, Clearing Member, NRI-Rep, 312651 2.31

NRI- Non Rep, Overseas Bodies Corporate)

Total 13550000 100.00

vii) Distribution of Shareholding :

The Distribution of Shareholding as on March 31,2014 are as follows :

Sr. No. Shares Range No. of holders % of Total Shares Allotted % to No. of Holders

From To

1 1 500 6081 94.38 730671 5.39

2 501 1000 165 2.56 140953 1.04

3 1001 2000 87 1.35 129371 0.96

4 2001 3000 28 0.44 68286 0.50

5 3001 4000 4 0.06 13550 0.10

6 4001 5000 7 0.11 33109 0.24

7 5001 10000 17 0.26 125672 0.93

8 10001 9999999999 54 0.84 12308388 90.84

TOTAL 6443 100.00 13550000 100.00

viii)Dematerialisation of Shares and Liquidity :

The Company’s shares are compulsorily traded in dematerialized form. The Company has arrangements with National Securities Depository

Limited and Central Depository Services (India) Limited for demat facility. As on March 31, 2014 96.43 % of the Share Capital of the

Company have been dematerialized. The Company is compliant of SEBI’s requirements relating to the shareholding of the Promoters

being in demat form.

ix) Outstanding ADRs/GDRs or Warrants or any Convertible Instrument, conversion dates and likely impact on equity. :NIL

x) Address for Investor Correspondence :

The Company SecretaryCIL Nova Petrochemicals LtdSurvey No. 396(P), 395/4(P),Moraiya Village, Sarkhej-Bavla Highway, Tal. Sanand, Ahmedabad-382210


Phone : +91-2717-250556-7-8, +91-9825800060

Fax : +91-2717-251612

Link Intime India Private LimitedUnit No. 303, 3rd floor Shoppers Plaza V, Opp Municipal Market, B/h Shoppers Plaza II, Off C.G Road, Ahmedabad-380009.

E-mail : [email protected]

Phone : 079-26465179

Fax No :079-26465179

DECLARATION UNDER CLAUSE 49(1D) OF THE LISTING AGREEMENT

I hereby confirm that all Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial

year ended March 31, 2014.

For CIL Nova Petrochemicals Limited

Date : August 6, 2014 Jyotiprasad D ChiripalPlace : Ahmedabad Chairman


REPORT ON CORPORATE SOCIAL RESPONSIBILITYCorporate Social Responsibility is a form of corporate self- regulation integrated into a business model. CSR is about capacity building forsustainable livelihoods. With the same objectives, the Chiripal Group gave birth to the Chiripal Charitable Trust. The CSR activities of the groupare guided by the vision and philosophy of the Mr. Vedprakash D. Chiripal, who got the inspiration from his parents. He enunciated the value oftrusteeship in business and laid strong foundation for its ethical and value based functioning.

As a responsible “Corporate Citizen”, the group is engaged in various social welfare activities. Through its social commitment, it intends topromote initiatives, for the educational and health awareness amongst the weaker sections of the society. Every year the blood donation camp isorganized with the support of Prathma blood center, at the corporate office and all over the group units, where thousands of units of blood iscollected , through voluntary donation and active participation of our staff members and workers. With addition to this, as a regular practice, thetrust and the companies run employee welfare schemes to help the employees and their families.

Every year, as the pilgrims of Dakor temple pass through Dakor, the trust organizes a rest camp for them. Hot water bath, massages and meals areserved to over 10-12 lakh pilgrims.

Shanti Educational Initiatives Ltd (SEIL) has been established with an objective of bringing about a change in academic content, curriculum andmethodology through extensive research by the country’s best academicians as well as to bridge deficiency gaps. With the conception of SEIL, thegroup has made the necessary developments in the educational field, starting from pre-school education, going right up to post graduation. In2009, it launched Shanti Asiatic School followed by Shanti Juniors, a chain of pre-schools. It went on to establish Shanti Business School in thefield of management studies and further established Shanti Communication School, in the field of communication, media and business studies.SEIL also established Hopskotch, a premium pre-school in order to bring elite education to India. In 2013, SEIL introduced a multifacetedUndergraduate Program with 70+ specializations and aims at imparting an integrated knowledge of BBA+BCA+BCom domains altogether, whichis the first of its kind in India.

Prayaas is a students’ initiative of Shanti Asiatic School where the students are given a chance to relish the joy through sharing with the underprivileged, the elderly abandoned at old age homes and with those affected by natural disasters. This student of grade I and II felt blessed asgrandparents from Old Age Home, Ambli visited SAS and shared their experience with them. The students of grade VII and VIII were fortunate toget the opportunity of serving the underprivileged children of the society. SAS backed the State Government’s strong stance towards Gutkha bybanning it across the state. More than 150 students of grade VII and VIII carried out street plays. Students performed these plays at HimalayaMall and Big Bazaar in Ahmedabad.

At Shanti Juniors, the kids were taken to the old age home and were taught the importance of elders in their lives. The kids also had a visit toorphanage and Blind People Association. Protest/Rallies were also done by SJ on various occasions where they were taught to stand and expresstheir objection by words or action for any immoral, incorrect, unethical incident, situation, policies or events in life.

Co-operating and aligning its belief of Corporate Citizenship, Shanti Business School continuously engages in doing their bit for the society. Thestudents of BBA program of Shanti Business School initiated an educational camp where they taught the basics of education to the slum kids ofneighbourhood. The slum kids were also provided books, materials and dresses which can assist them in studies and keeps them motivated. Thestudents of Shanti Communication School celebrated their Christmas with the kids who are cancer patients of Civil Hospital at Gujarat CancerSociety. Further, the group engages itself in sponsoring schemes for under-privileged children. Also, it donates and helps them for their medicaland other educational requirements. With the same intention, the group has also provided employment to a lot of villagers of Shela, who livearound its educational institutions. Continuously striving and making its humble contributions to the society and its betterment, the ChiripalGroup stands as a proud corporate citizen.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

To,

The Members,

CIL Nova Petrochemicals Limited

We have examined the compliance of conditions of Corporate Governance by CIL Nova Petrochemicals Limited for the year ended March31,2014,

as stipulated in clause 49 of the Listing Agreement entered into with the Stock Exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the Company’s Management. Our examination was limited to

procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of the Corporate Governance. It

is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanation given to us and the representation given by the Management,

we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

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

which the management has conducted the affairs of the Company.

For J.T Shah & Co.Chartered Accountants

(FRN No. 109616W)

Sd/-( J.T Shah)

Date : 6th August ,2014 PartnerPlace : Ahmedabad ( M. No. 3983)


To,The Members ofCIL NOVA PETROCHEMICALS LIMITEDAhmedabad1. Report on the Financial Statements

We have audited the accompanying financial statements of CIL NOVA PETROCHEMICALS LIMITED (“the Company”), which comprise theBalance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year on that date annexedthereto (herein after referred to as financial statements), and a summary of significant accounting policies and other explanatoryinformation.

2. Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation of these financial statements that give a true and fair view of the financial position,financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) ofsection 211 of the Companies Act, 1956 (“the Act”) read with the General Circular 15/2013 dated 13th September 2013 of the Ministry ofCorporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation andmaintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and

are free from material misstatement, whether due to fraud or error.3. Auditors’ Responsibility-

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance withthe Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. Theprocedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to theCompany’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by

management, as well as evaluating the overall presentation 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.

4. OpinionIn our opinion and to the best of our information and according to the explanations given to us, the financial statements give theinformation required by the Act in the manner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India:i. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

ii. In the case of the Profit and Loss Account, of the profit for the year ended on that date; andiii. In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirementsi. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-

section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of theOrder.

ii. As required by section 227(3) of the Act, we report that:a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the

purpose 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

examination of those books;c) The Balance Sheet, Statement of Profit and 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 and Loss, and Cash Flow Statement comply with the Accounting Standards

notified under the Companies Act,1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry ofCorporate Affairs in respect of section 133 of the Companies Act, 2013.

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board ofDirectors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g)

of sub-section (1) of section 274 of the Companies Act, 1956.For J. T. Shah & Co.

Chartered Accountants

(FRN No. 109616W)

Sd/-( J.T. Shah)

Date : 30/05/2014 Partner

Place : Ahmedabad (M. No. 3983)

INDEPENDENT AUDITORS’ REPORT


ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 5 (i) of our Report of even date to the Members of CIL NOVA PETROCHEMICALS LIMITED for the year ended 31st

March, 2014.

1. In respect of Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b. As per the information and explanations given to us, the management at reasonable intervals during the year in accordance with a

programme of physical verification physically verified the fixed assets and no material discrepancies were noticed on such verification

as compared to the available records.

c. In our opinion, the Company has not disposed off any major / substantial part of the fixed assets during the year and the going

concern status of the company is not affected.

2. In respect of its Inventories:

a. The inventory other than the inventory of work in progress has been physically verified during the year by the management. We have

been informed that looking at the manufacturing process; it is not possible to physically verify the inventory of work in progress. In

our opinion, the frequency of verification is reasonable.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the

size of the Company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records

of inventory. The discrepancies noticed on verification between the physical stocks and books records were not material.

3. In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the

register maintained under section 301 of the Companies Act, 1956.

a. During the year under audit, the company has not granted any loans, secured or unsecured, to the companies, firms and other parties

covered in the register maintained under section 301 of the Companies Act, 1956 hence clause 4 (iii) (a), (iii) (b), (iii) (c) and (iii)

(d) of the Companies (Auditor’s Report) Order, 2003 are not applicable.

b. There is One party covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has

taken loans. The maximum amount involved during the year was ` 9,38,42,300/- and the year-end balance of loans taken from such

parties was ` 9,38,42,300/-.

c. In our opinion and according to the information and explanations given to us, in case of loans taken during the year, the rates of

interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

d. In respect of loans taken by the company, the company has taken interest free loans and hence question of payment of interest does

not arise. The company is regular in repayment of principal.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate

with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale

of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In respect of contracts or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are

of the opinion that the contracts or arrangements that need to be entered into the register maintained under section 301 have been

so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or

arrangements entered in the registers maintained under section 301 in respect of any party during the year have been made at prices

which are reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposits from public.

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

8. We have broadly reviewed the books of account maintained by the company pursuant to the companies (Cost Accounting Records)

Rule,2011 prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prime

facie the prescribed accounts and records have been maintained. However, we have not made a detailed examination of the cost records

with a view to determine whether they are accurate or complete.

9. In respect of Statutory Dues:

a. According to the records of the Company, the Company is by and large regular in depositing with appropriate authorities undisputed

statutory dues including wealth tax, Service Tax, Gujarat Valued Added Tax, Central Sales Tax, Professional Tax, Tax Deducted at

Source, Custom duty, Provident fund, excise duty, Cess and other statutory dues applicable to it with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Service Tax,

Customs Duty, Gujarat Valued Added Tax, Central Sales Tax and Excise Duty were outstanding as at 31st March, 2014 for a period of more

than six months from the date they became payable except Investor Education & Protection Fund of `3,38,715/- which is outstanding

for more than six months from the date they became due.


c. On the basis of our examination of the records, following disputed statutory dues have not been deposited with the appropriate

authorities;

Name of the Statute Nature of the Dues Amount in Year Forum where dispute is pending `

The Income Tax Act, 1961 Interest on Income Tax 2,72,135 2001-02 The Income Tax Appellate Tribunal

The Income Tax Act, 1961 Income Tax 27,19,970 2010-11 Commissioner of Income Tax

(Appeals)

The Income Tax Act, 1961 Penalty 1,33,650 2000-01 Commissioner of Income Tax,

(Appeals)

3,49,750 2001-02

11,050 2003-04

Wealth Tax Act,1957 Wealth Tax 2,56,434 2007-08 Commissioner of Income Tax

(Appeals)

The Central Excise and Excise Duty and Penalty 32,30,730 2003-04 Custom Excise and Service Tax

Customs Act 33,98,641 2004-05 Appellate Tribunal

The Central Excise and Excise Duty and Penalty 19,59,742 2006-07 Commissioner of Excise and Customs

Customs Act & 2007-08 (Appeals)

The Central Excise and Excise Duty and Penalty 1,46,479 2005-06 Assistant/Additional Commissioner of

Customs Act Central Excise

The Textile Committee Textile Cess 50,90,119 1995 to 2005 Textiles Committee, Government of

Amendment Act, 1973 India, Ministry of Textiles

10. The accumulated losses at the end of the financial year are not more than fifty percent of its net worth. The Company has not incurred

cash loss during the year under audit and in the immediately preceding financial year.

11. Based on our audit procedure and according to the information & explanations given to us, we are of the opinion that the company has

not defaulted in repayment of dues to banks.

12. Based on our examination of documents and records and information and explanations given to us, the Company has not granted any

loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund/Societies are not applicable to the Company.

Therefore, clause 4 (xiii) of the Companies (Auditor’s Report) Order, 2003 is not applicable to the company.

14. The Company is not dealing or trading in shares, securities, debentures or other investments and hence, the requirements of Para 4 (xiv)

are not applicable to the Company.

15. As per the information provided to us, the Company has not given any guarantee for loans taken by others from bank or financial

institutions.

16. The company has not obtained any term loans from banks or financial institutions during the year under audit.

17. According to the information and explanations given to us and on the basis of an overall examination of the balance sheet of the

company, we report that no funds raised on short-term basis have been used for long-term purpose.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register

maintained under Section 301 of the Companies Act, 1956.

19. During the year, the company has not issued any debentures.

20. During the year, the Company has not raised any money by way of Public issues.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or

by the Company has been noticed or reported during the year.

For J. T. Shah & Co.Chartered Accountants

(FRN No. 109616W)

Sd/-

( J.T. Shah)Date : 30/05/2014 Partner

Place : Ahmedabad (M. No. 3983)


BALANCE SHEET AS AT 31/03/2014

Particulars As at As atNote 31/03/2014 31/03/2013No. ` `

EQUITY AND LIABILITIES

[1] Shareholders’ Funds :[a] Share Capital 2 185,500,000 185,500,000

[b] Reserves & Surplus 3 354,284,964 325,289,886

539,784,964 510,789,886

[2] Share Application Money Nil Nil

[3] Non-Current Liabilities :[a] Deferred Tax Liabilities (Net) 4 Nil Nil

[b] Long Term Borrowings 5 521,233,496 621,391,514

[c] Long Term Provisions 6 Nil 934,485

521,233,496 622,325,999

[4] Current Liabilities[a] Short Term Borrowings 7 233,640,356 259,319,361

[b] Trade Payables 8 334,645,152 98,130,289

[c] Short term Provisions 6 3,829,806 11,061,156

[d] Other Current Liabilities 9 258,333,042 247,020,854

830,448,355 615,531,660

Total ..... 1,891,466,815 1,748,647,545

ASSETS :

[1] Non-Current Assets[a] Fixed Assets :

(i) Tangible Assets 10 990,635,930 1,045,376,410

(ii) Intangible Assets Nil Nil

(iii) Capital Work in Progress 48,160,593 48,338,831

1,038,796,523 1,093,715,241

[b] Non-Current Investments 11 12,218 12,218

[c] Long Term Loans and Advances 12 43,289,611 47,970,516

[d] Other Non-Current Assets 13 828,877 787,339

1,082,927,229 1,142,485,313

[2] Current Assets[a] Inventories 14 100,460,688 128,928,896

[b] Trade Receivables 15 558,204,527 247,709,149

[c] Cash & Bank Balances 16 23,659,033 15,590,664

[d] Short term Loans and Advances 12 126,215,338 213,933,523

808,539,586 606,162,232

Total ..... 1,891,466,815 1,748,647,545

Significant Accounting Policies 1

Notes forming part of Financial Statements 2 to 38As per our report of even date attached herewithFor, J. T. SHAH & COMPANYChartered Accountants(FRN No. 109616W)

Sd/-(J. T. Shah)PartnerMembership No. 3983Place : AhmedabadDate : 30/05/2014

For, CIL NOVA PETROCHEMICALS LIMITED

Jyotiprasad D. Chiripal Vedprakash D. ChiripalChairman Director

Romin N. ShahCompany Secretary


STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31/03/2014

Particulars For the For theyear ended year ended

Note 31/03/2014 31/03/2013No. ` `

INCOME

Revenue from Operations 17 3,445,567,770 3,236,487,891

Less: Excise Duty 275,916,567 272,992,351

3,169,651,203 2,963,495,540

Other Income 18 9,738,629 7,263,394

Total Revenue 3,179,389,832 2,970,758,934

EXPENDITURE

Cost of Materials Consumed 19 1,765,496,584 1,755,128,214

Purchase of Stock in Trade 20 855,965,210 622,136,573

Changes in Inventories of Finished Goods & Work in Process 21 34,777,837 (3,076,926)

Employee Benefits Expense 22 49,862,737 46,668,933

Finance Costs 23 69,573,773 80,289,209

Depreciation and Amortisation expense 24 71,646,906 78,172,191

Other Expenses 25 293,412,209 356,608,340

Total Expenses 3,140,735,256 2,935,926,534

Profit/(Loss) before Tax 38,654,576 34,832,400

Less : Tax expense:

- Current Tax 7,918,042 7,180,000

- Deferred Tax 4 Nil Nil

- Short Provision of Income Tax of Earlier Years 1,741,456 Nil

Profit for the year 28,995,078 27,652,400

Basic & diluted earnings per share of face value of `10 each 30 2.14 2.04

Significant Accounting Policies 1

Notes on Financial Statements 2 to 38

As per our report of even date attached herewithFor, J. T. SHAH & COMPANYChartered Accountants(FRN No. 109616W)






CASH FLOW STATEMENT FOR THE YEAR ENDED 31-03-201431-03-2014 31-03-2013

A Cash from Operating ActivityProfit Before Tax from Continuing Operation 38,654,576 34,832,400

38,654,576 34,832,400Non Cash Adjustment to reconcile profit before tax to net cash flowsDepreciation 71,646,906 78,172,191Bad Debts Written Off/ Sundry Balance Written off (1,492,435) (12,698)(Profit)/Loss on sale of fixed assets (net) 338,339 (131,522)Interest Received (6,170,219) (5,999,907)Provision for Doubtful debt (531,102) 526,807

63,791,489 72,554,871Dividend Income (300) -Interest and Finance Charges 69,573,773 80,289,209

69,573,473 80,289,209Adjustment for Movements in Working Capital:Increase/(decrease) in trade Payable 238,007,298 41,205,691Increase/(decrease) in long-term Provision (934,485) (321,390)Increase/(decrease) in short-term Provision (122,524) 7,710,726Increase/(decrease) in other current liability 257,256 (3,348,319)Increase/(decrease) in other long-term liability - -Decrease/(increase) in trade receivable (309,964,276) 103,993,898Decrease/(increase) in inventories 28,468,208 (4,574,120)Decrease/(increase) in long term loans and advances 30,208,681 (9,756,083)Decrease/(increase) in short term loans and advances 86,158,145 (170,810,247)Decrease/(increase) in other current assets - -Decrease/(increase) in other non-current assets - (2,176,959)

72,078,303 (38,076,802)

CASH GENERATED FROM 0PERATIONS 244,097,841 149,599,677Direct Taxes paid (15,727,875) 1,212,300

(15,727,875) 1,212,300

NET CASH FLOW FROM OPERATIONS 228,369,966 150,811,977

B Cash flow from investing activitiesPurchase of Fixed Assets (Incl. WIP) (45,807,746) (22,184,199)Sale of Fixed Assets 1,474,201 131,522Investment in Fixed deposit (1,705,413) -Proceeds from sale / disposed of investments - 3Investment received back from Fixed deposit - 3,523,139Interest Received 6,167,640 6,180,498Dividend Income 300 -

NET CASH USED IN INVESTING ACTIVITY (39,871,018) (12,349,037)

C Cash flow from financing activitiesLong Term Borrowing Taken during the year - -Long Term Borrowing Paid during the year (86,686,883) (74,782,092)Short Term Borrowing Taken During the year 5,250,613Short Term Borrowing Paid During the year (25,679,005) -Share Application Money paid back - -Interest paid (69,573,773) (80,289,209)Dividend paid on Equity Shares (Incl. Dividend Tax) (154,793) (173,529)

NET CASH USED IN FINANCING ACTIVITY (182,094,454) (149,994,217)

Net Increase/(Decrease) in cash and cash equivalents 6,404,494 (11,531,277)

Cash and cash equivalent Opening Balance 3,725,944 15,257,221Cash and cash equivalent Closing Balance 10,130,438 3,725,944

Net Increase/(Decrease) in cash and cash equivalents 6,404,494 (11,531,277)

Notes:=> The above Cash Flow Statement has been prepared under the Indirect Method set out in Accounting Standard 3.=> Cash and Cash equivalent includes ` NIL (P.Y. `157,319/.-) towards Unclaimed dividend which have been kept in separate earmarked

accounts and no transactions except for the stated purpose are done through such account.







1 SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Preparation of financial Statements

The financial statements have been prepared to comply with the Accounting Standards referred to in the Companies (Accounting

Standards) Rule, 2006 issued by the Central Government in exercise of the power conferred under sub-section ( I ) (a) of section 642

and the relevant provisions of the Companies Act, 1956 (the ‘Act’). The accounts are prepared on historical cost convention on an

accrual basis. The accounting policies have been consistently applied by the Company and are consistent with those used in the

previous year.

b. Use of estimates

In preparing the Company’s financial statements in conformity with the accounting principles generally accepted in India, management

is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of

contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting

period. Actual results could differ from those estimates. Any revision to accounting estimates is recognised prospectively in the

current and future periods.

c. Fixed Assets

Fixed Assets are stated at cost, net of Cenvat, less accumulated depreciation. All costs, including financial costs till commencement

of commercial production are capitalized to the cost of qualifying assets. CENVAT credits on capital goods are accounted for by

reducing the cost of capital goods.

When assets are disposed or retired, their cost is removed from the financial statements. The gain or loss arising on the disposal or

retirement of an asset is determined as the difference between sales proceeds and the carrying amount of the asset and is recognised

in Statement of Profit and Loss for the relevant financial year.

d. Intangible Assets

Intangible Assets are stated at cost of acquisition net of recoverable taxes less accumulated amortization. All costs, including

financing costs in respect of qualifying assets till commencement of commercial production, net charges on foreign exchange

contracts and adjustments arising from exchange rate variations attributable to the intangible assets are capitalized.

Intangible assets are amortized on a straight – line basis over their estimated useful lives. A rebuttable presumption that the useful

life of an intangible asset will not exceed ten years from the date when the asset is available for use is considered by the management.

The gain or loss arising on the disposal or retirement of an intangible asset is determined as the difference between net disposal

proceeds and the carrying amount of the asset and is recognised as income or expenses in the Statement of Profit and Loss in the

year or disposal.

e. Depreciation

Depreciation on Fixed Assets other than Plant and Machinery has been provided on “Straight Line Method” at the rates provided in

Schedule XIV to the Companies Act, 1956. Depreciation on Plant and Machinery has been provided on “Written down Value Method”

at the rates provided in Schedule XIV to the Companies Act, 1956.

When assets are disposed or retired, their cost is removed from the financial statements. The gain or loss arising on the disposal or

retirement of an asset is determined as the difference between sales proceeds and the carrying amount of the asset and is recognised

in Statement of Profit and Loss for the relevant financial year.

f. Inventories

Inventories at year-end are valued at the lower of cost or net realizable value. The basis of determining the cost for various

categories of inventories is as follows:

(i) In case of Raw Materials, Stores, Spares, Fuel and Packing Materials on FIFO basis.

(ii) In case of Finished Goods and Work-In-Progress on FIFO basis.

g. Foreign Currency Transactions

Transactions denominated in Foreign Currency are normally recorded at the exchange rate prevailing at the time of transaction.

Monetary items denominated in foreign currencies at the year are translated at the rate prevailing on the date of Balance Sheet.

Exchange differences are dealt with in the Profit & Loss account.

h. Sales

Sales are accounted for on dispatch of goods to the customers and are inclusive of Excise Duty and Sales Tax but net of sales returns

and trade discounts.


i. Investments

Non-Current Investments are stated at its cost. Provision is made for any diminution in the value of the Long Term Investments, if

such decline is other than temporary.

j. Borrowing Cost

Borrowing Costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of

such assets, till such assets are ready for their intended use. A qualifying asset is the one which necessarily takes substantial period

to get ready for intended use. All other borrowing costs are charged to revenue. Capitalization of borrowing cost is suspended when

active development is interrupted.

k. Leases

Where the Company is the lessee

Leases, wherein the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified

as operating leases. Operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line

basis over the lease term.

Where the Company is the lessor

Leases in which the company does not transfer substantially all the risks and benefits of ownership of the asset are classified as

operating leases. Assets subject to operating leases are included in fixed assets. Lease income is recognized in the statement of

profit and loss on a straight-line basis over the lease term. Costs, including depreciation are recognized as an expense in the

statement of profit and loss. Initial direct costs such as legal costs, brokerage costs, etc. are recognized immediately in the

statement of profit and loss.

l. Taxation

i) Provision for current tax is made and retained in the accounts on the basis of estimated tax liability as per the applicable

provisions of the Income Tax Act, 1961.

ii) Deferred Tax resulting from “timing difference” between taxable and accounting income is accounted for using the tax rates and

laws that are enacted or subsequently enacted as on the balance sheet date. Deferred tax asset is recognised and carriedforward only to the extent that there is virtual certainty that the assets will be realized in future.

m. Provisions, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result

of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed

in the notes to accounts. Contingent Assets are neither recognized nor disclosed in the financial statement.

n. Impairment of Assets

The Management Periodically assesses using external and internal sources whether there is an indication that an asset may be

impaired. If an asset is impaired, the company recognizes an impairment loss as the excess of the carrying amount of the asset over

the recoverable amount. The impairment loss recognised in prior accounting periods is reversed if there has been a change in the

estimate of recoverable amounts.

o. Earning Per Share

Basic earning per share is calculated by dividing net profit after tax for the year attributable to equity share holders of the company

by the weighted average number of equity shares issued during the year. Diluted earning per share is calculated by dividing net

profit attributable to equity share holders (after adjustment for diluted earnings) by average number of weighted equity shares

outstanding during the year.

p. Employee Benefits

(i) The employee and Company make monthly fixed Contribution to Government of India Employee’s Provident fund equal to a

specified percentage of the covered employee’s salary, Provision for the same is made in the year in which service are rendered

by the employees.

(ii) The Liability for Gratuity to employee, which is a defined benefit plan, is determined on the basis of actuarial Valuation based

on Projected Unit Credit method. Actuarial gain/Loss in respect of the same is charged to the profit and loss account.

(iii) Leave encashment benefit to eligible employee has been ascertained on actuarial basis and provided for. Actuarial gain/loss in

respect of the same is charged to the profit and loss account.

(iv) Short Term benefits are recognised as an expense at the undiscounted amounts in the Statement of Profit and Loss of the year

in which the related service is rendered.


2 Share Capital

As at As at31/03/2014 31/03/2013

` `

[i] Authorised :

27500000 (Previous Year 55000000) Equity shares of par value of ` 10 (P.Y. ` 5) each 275,000,000 275,000,000

500000 (Previous Year 500000) 8% Non Cumulative Redeemable Preference Shares of 50,000,000 50,000,000

` 100 (P.Y. ` 100) each

Total ….. 325,000,000 325,000,000

[ii] Issued, Subscribed & Paid-up Capital :

13550000 (Previous Year 27100000) Equity shares of ` 10 (P.Y. ` 5) each fully paid up. 135,500,000 135,500,000

500000(Previous Year 500000) 8% Non Cumulative Redeemable Preference Shares of 50,000,000 50,000,000

` 100 (P.Y. ` 100) each fully paid up

Total ….. 185,500,000 185,500,000

2.1 Each Equity Shareholder is entitle to vote at the meeting shall unless a poll is demanded be decided on a show of hand and upon

show of hands every member entitle to vote and present in person shall one vote, and upon a poll every member entitle to vote and

persent in person or by proxy shall have one vote, for every share held by him.The Preference share holders shall not carry any right

to vote on any matter except their rights are affected as provided under the provisions of Article of Association and Companies

Act,1956.

2.2 In the event of liquidation of the Company, the Preference Share holders will be entitled to receive any of the remaining assets of the

company prior to equity share holders, after the distribution of all other preferential amounts. The holders of equity shares will be

entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts and preference share

capital in proportion to the number of equity shares held by the shareholders.

2.3 Under the scheme of demerger of Nova Petrochemicals Ltd, the company issued and allotted 2,70,00,000 equity shares amounting to

`13,50,00,000/- to the share holders of Nova Petrochemicals Ltd. in the ratio of one equity share of face value of `5 each fully paid

up in the company for every one equity share of `10 each fully paid up held by the shareholders of Nova Petrochemicals Ltd in the

year 2009-10.

2.4 Reconciliation of the number of Equity shares outstanding and the amount of share capital as at 31/03/2014 & 31/03/2013 is set

out below.

Particulars As at 31/03/2014 As at 31/03/2013No. of Shares Amt(`) No. of Shares Amt(`)

Shares at the beginning of face value of ` 5 27,100,000 135,500,000 27,100,000 135,500,000

Cancellation of share of Face Value of ` 5 Nil Nil - -

on consolidation of shares

Reduction in number of shares upon consolidation (13,550,000) Nil - -

of Equity Shares of ` 5 in to Equity Shares of ` 10 each

Shares at the end of face value of `10/- each 13,550,000 135,500,000 27,100,000 135,500,000

2.5 Reconciliation of the number of Preference shares outstanding and the amount of share capital as at 31/03/2014 & 31/03/2013 is

set out below.

Particulars As at 31/03/2014 As at 31/03/2013No. of Shares Amt(`) No. of Shares Amt(`)

Shares at the beginning 500,000 50,000,000 500,000 50,000,000

Addition - - - -

Deletion - - - -

Shares at the end 500,000 50,000,000 500,000 50,000,000

2.6 The details of equity shareholders holding more than 5% shares as at 31/03/2014 and 31/03/2013 is set out below.

Name of Shareholder As at 31/03/2014 As at 31/03/2013No. of Shares % held No. of Shares % held

Chiripal Exim LLP 2,750,000 20.30% 5,500,000 20.30%

Chiripal Industries Ltd. 1,504,000 11.10% 3,008,000 11.10%

Vedprakash D Chiripal 727,469 5.37% 1,454,938 5.37%


2.7 The details of Preference shareholders holding more than 5% shares as at 31/03/2014 and 31/03/2013 is set out below.

Name of Shareholder As at 31/03/2014 As at 31/03/2013No. of Shares % held No. of Shares % held

Sparrow Exports Pvt Ltd 500,000 100.00% 500,000 100.00%

2.8 In the absence of adequate distributable Profit, no provision is required to be made in respect of dividend on Non-Cumulative

Redeemable Preference Shares.

2.9 Details of Redeemable Preference Shares are as Follows:-

Particulars Rate of Interest Date of Issue Period of Redumption

Preference Share Capital 8% 26/03/2010 Within 10 years with the option to redeem

after the period of 5 years at the discretion of Board.

3 Reserves & Surplus

As at As at31/03/2014 31/03/2013

` `

Share Premium

Balance as per last financial Statement 118,970,013 118,970,013

Closing Balance 118,970,013 118,970,013

Revaluation Reserve


Closing Balance 410,893,433 410,893,433

General Reserve


Closing Balance 22,500,000 22,500,000

Surplus/(deficit) in the Statement of Profit and Loss

Balance as per last financial Statement (227,073,560) (254,725,960)

Add : Profit for the year 28,995,078 27,652,400

Net Deficite in the statement of profit and loss (198,078,482) (227,073,560)

Total ….. 354,284,964 325,289,886

3.1 General reserve is created out of profit in accordance with Companies (Transfer of Profit to Reserve) Rule, 1975 and is distributable

in accordance with Companies(Distribution of dividend out of Reserve) Rules 1975.

4 The Company is entitled for set off of carried forward unabsorbed depreciation against the future income under the Income Tax Act.

Further company is also eligible for MAT credit under Income Tax Act . In the absence of reasonable certainity in respect of future income

and as a matter of prudence, the company is not recognising the deferred tax asset as provided in the Accounting Standard 22 issued by

The Institute of Chartered Accountants of India.


5 Long Term Borrowings

Non-Current CurrentAs at As at As at As at

31/03/2014 31/03/2013 31/03/2014 31/03/2013` ` ` `

Loan From Related Party 93,788,300 93,788,300 Nil Nil

Intercorporate Loans 227,000,000 243,600,000 Nil Nil

Vehicle Loans 2,924,419 587,048 1,608,327 353,881

Term Loan From Banks 197,520,777 283,416,166 85,019,563 72,802,873

521,233,496 621,391,514 86,627,890 73,156,754

The above amount Includes

Secured Borrowings 200,445,196 284,003,214 86,627,890 73,156,754

Unsecured Borrowings 320,788,300 337,388,300 Nil Nil

521,233,496 621,391,514 86,627,890 73,156,754

Amount disclosed under the head Nil Nil (86,627,890) (73,156,754)

‘Other Current Liabilities’ (Note No. 9)

Total ….. 521,233,496 621,391,514 Nil Nil

Security :

Term Loans under Consortium finance are secured by first parri passu charge on the entire Fixed Assets (movable & immovable) of the

company both present and future, second charge on entire Current Assets of the Company including consumable stores. Promoter’s equity

shares equivalent to 30% paid up capital is pledged and further the loan is guaranteed by personal guarantee of some of the Directors.

Vehicle Loans are secured by Hypothecation of Vehicles.

Loan from related party and Intercorporate Loans are unsecured

Interest:

Term Loans carry an interest rate of 10.75% p.a payable on monthly basis.

Interest on Vehicle Loans are ranging between 9.57% to 15.21% payable on monthly basis.

Loan from related party and Intercorporate Loans are interest free Loans.

Repayment:

Term Loan Facilities are repayable in following schedule in monthly instalments as follows:-

Particulars Upto 1 year 2 to 4 Years More than 5 years

Term Loan 85,019,563 197,520,777 -

Vehicle Loans are repayable in following schedule in monthly instalments as follows:-

Particulars Upto 1 year 2 to 4 Years More than 2 years

Vehicle Loans 1,608,327 2,924,419 -

Loan from related party and Intercorporate Loans are repayable during the financial year 2015-16.

6 Provisions


31/03/2014 31/03/2013 31/03/2014 31/03/2013` ` ` `

Provisions for employee benefits

For Leave Encashment Nil Nil 2,854,612 3,220,688

For Gratuity (Net of Assets) Nil 934,485 975,194 731,642

Provision for Income Tax Nil Nil Nil 7,680,583

Less: Advance Tax & TDS Nil Nil Nil (571757)

Nil Nil Nil 7,108,826

Total ….. Nil 934,485 3,829,806 11,061,156


7 Short Term Borrowing

CurrentAs at As at

31/03/2014 31/03/2013` `

Loans repayble on demand (Secured)

Working Capital Loans from Banks 233,640,356 259,319,361

Total ….. 233,640,356 259,319,361

Security :

Working Capital loans are secured by first charge on Book Debt and Stocks, and further secured by personal guarantee of the Promoter

Directors and corporate guarantee of the Promoter’s Group Companies and also further secured by second charge on fixed assets.

8 Trade payables

CurrentAs at As at

31/03/2014 31/03/2013` `

Micro, Small and Medium Enterprises @ Nil Nil

Other trade payables 334,645,152 98,130,289

@ The Company has not received the required information from Suppliers

regarding their status under the Micro, Small and Medium Enterprises

Development Act, 2006. Hence disclosures, if any, relating to amounts

unpaid as at the year end together with interest paid/ payable as required

under the said Act have not been made.

334,645,152 98,130,289

9 Other Liabilies

CurrentAs at As at

31/03/2014 31/03/2013` `

Current Maturity of Long Term Borrowing (Note No. 5) 86,627,890 73,156,754

Creditor for Capital Goods 126,918,839 129,180,251

Creditors for Expense 27,910,657 25,899,461

Advance received from customers 1,151,304 418,431

Interest Accrued and due on Borrowings 971,664 1,268,870

Salary & Wages Payable 4,518,238 5,438,526

Other Statutory dues 2,945,414 1,810,972

Dealer Deposits 2,238,000 3,064,027

Provision for Excise Duty on Finished Goods 4,712,321 6,290,054

Unclaimed Dividend@ Nil 154,793

Investor Education & Protection Fund 338,715 338,715

258,333,042 247,020,854

@ There is no amount due to be transferred to Investor Education & Protection Fund.


10 Fixed Assets (Amount in `)

TANGIBLE ASSETS INTANGIBLEASSETS

Particulars Free Hold Buildings Furniture Electrical Computer Plant & Equipment Vehicle Total of Computer Total ofLand* & Fixtures Installation Machinery Tangible Software Intengible

Assets Assets

AT 01.04.2012 425,442,222 251,060,684 3,727,227 259,237,273 3,278,879 1,640,713,233 14,496,294 7,408,402 2,605,364,214 448,141 448,141Addition - 7,677,712 309,305 130,240 195,835 13,014,718 436,184 1,572,746 23,336,740 - -Disposal - 1,152,871 1,152,871 - -Other Adjustment - - - - - - - - - - -

At 31.03.2013 425,442,222 258,738,396 4,036,532 259,367,513 3,474,714 1,653,727,951 14,932,478 7,828,277 2,627,548,082 448,141 448,141

Addition - 10,648,069 56,464 - 89,575 2,561,747 151,691 5,211,420 18,718,966 - -Disposal - 8,289,556 8,289,556 - -Other Adjustment - - - - - - - - - - -

At 31.03.2014 425,442,222 269,386,465 4,092,996 259,367,513 3,564,289 1,648,000,142 15,084,169 13,039,697 2,637,977,492 448,141 448,141

Depreciation

AT 01.04.2012 - 86,079,325 462,906 118,923,720 2,840,834 1,280,192,980 11,683,955 4,968,633 1,505,152,353 448,141 448,141Change for the year - 7,896,279 251,534 12,404,830 135,423 56,267,256 689,269 527,599 78,172,191 - -Disposal - 1,152,871 1,152,871 - -Other Adjustment - - - - - - - - - - -

At 31.03.2013 - 93,975,604 714,441 131,328,550 2,976,257 1,336,460,236 12,373,224 4,343,361 1,582,171,673 448,141 448,141

Change for the year - 8,544,836 256,207 12,319,957 157,761 48,736,314 712,403 919,428 71,646,906 -Disposal - 6,477,016 6,477,016 -Other Adjustment - - - - - - - - - - -

At 31.03.2014 - 102,520,440 970,648 143,648,507 3,134,018 1,378,719,534 13,085,627 5,262,788 1,647,341,563 448,141 448,141

NET BLOCK

AS AT 31.3.2013 425,442,222 164,762,792 3,322,091 128,038,963 498,456 317,267,715 2,559,254 3,484,916 1,045,376,410 - -

AS AT 31.3.2014 425,442,222 166,866,025 3,122,348 115,719,006 430,270 269,280,608 1,998,542 7,776,909 990,635,930 - -

Note: On 31/03/2010 Company has revalued its Free Hold Land at `42,23,86,556/- as against its original cost of `1,14,93,123/- basedon the Report issued by the Registered Valuer.

Disclosure in respect of assets given on Operating Lease during the year by the Company included in above Block

Particulars Buildings Electrical Installation Plant & Machinery Total

AT 01.04.2012 25,862,753 1,812,368 125,977,283 153,652,404Change for the year - - -Disposal - - -Other Adjustment - - -

At 31.03.2013 25,862,753 1,812,368 125,977,283 153,652,404

Addition -Disposal -Other Adjustment -

At 31.03.2014 25,862,753 1,812,368 125,977,283 153,652,404

Depreciation

AT 01.04.2012 11,121,576 340,555 108,127,738 119,589,869Change for the year 863,816 270,504 4,752,993 5,887,313Disposal - - -Other Adjustment - - -

At 31.03.2013 11,985,392 611,059 112,880,731 125,477,182

Change for the year -Disposal 863,816 187,246 4,162,158 5,213,220Other Adjustment -

At 31.03.2014 12,849,208 798,305 117,042,889 130,690,402

NET BLOCK

AS AT 31.3.2013 13,877,361 1,201,309 13,096,551 28,175,221

AS AT 31.3.2014 13,013,545 1,014,063 8,934,393 22,962,001

Note: Previous years figures have been regrouped, rearranged.


11 Non current investments [Non-Trade]

Non-CurrentAs at As at

31/03/2014 31/03/2013` `

Investment in Equity Shares (Quoted)Nil(Previous Year 1) Equity Shares of Reliance Natural Resources Ltd, of `5/- each fully paid-up Nil Nil50 (Previous Year 50) Equity Shares of Century Enka Ltd, of `10/- each Fully paid-up 1,890 1,89050 (Previous Year 50) Equity Shares of Garden Silk Mills Ltd, of `10/- each Fully paid-up 328 328Investment in Government Security (At Cost)National Saving certificate 10,000 10,000

Total ….. 12,218 12,218

Aggregate Value of Quoted Investment 2,218 2,218Market Value of Quoted Investment 9,013 7,545Aggregate Value of Government Security 10,000 10,000

12 Loans and Advances (Unsecured, Considered Good unless Otherwise Specified)


31/03/2014 31/03/2013 31/03/2014 31/03/2013` ` ` `

Security Deposites 4,793,672 34,911,661 7,500,000 NilAdvances recoverable in Cash or Kind 164,043 254,735 14,663,197 26,701,982Advances For Capital Goods 28,085,182 3,079,576 Nil NilLess: Provision for doubtful Advances (2,445,207) (2,445,207) Nil Nil

25,639,975 634,369 Nil Nil

Advances to Suppliers 2,954,927 2,954,927 93,371,312 174,454,566Less: Provision for doubtful Advances (2,954,927) (2,954,927) Nil Nil

Nil Nil 93,371,312 174,454,566

Balance With Government Authorities Nil Nil 6,946,609 7,632,541Loans to Employees Nil Nil 6,032 1,539Prepaid Expense Nil Nil 3,274,548 3,126,637Advance Tax & TDS 21,400,628 18,514,356 8,371,682 2,563,259Less: Provision For Income Tax (8,708,707) (6,344,605) (7,918,042) (547,000)

12,691,921 12,169,751 453,640 2,016,259

Total ….. 43,289,611 47,970,516 126,215,338 213,933,523

13 Other non-current assets

Non-CurrentAs at As at

31/03/2014 31/03/2013` `

Non Current Bank balance (Amount disclosed under Cash & Bank Balance in Note No.16) 828,877 787,339

Total ….. 828,877 787,339

14 Inventories

CurrentAs at As at

31/03/2014 31/03/2013` `

Raw materials 20,641,006 17,785,028Stores & Spares 19,011,317 21,573,268Power & Fuel 46,125 63,465Packing Material 3,405,586 2,712,588Work In Process 9,080,212 28,870,403Finished Goods 42,936,498 57,924,144Goods in Transit 5,339,944 Nil

Total ….. 100,460,688 128,928,896


15 Trade receivables

CurrentAs at As at

31/03/2014 31/03/2013` `

Trade Receivables (Unsecured unless Otherwise Specified)

Outstanding for a period exceeding Six Months from the date they are due for Payment

Considered Good Nil Nil

Considered Doubtful 4,345,821 4,876,923

4,345,821 4,876,923

Less:Provision for doubtful receivable 4,345,821 4,876,923

Nil Nil

Other Receivables

Others - Considered Good 558,204,527 247,709,149

Others - Considered Doubtful Nil Nil

558,204,527 247,709,149

Less : Provision for doubtful receivable Nil Nil

558,204,527 247,709,149

Total ….. 558,204,527 247,709,149

Note: Trade Receivables are secured to the extent of `36,56,409/- (Previous Year `32,09,388/-)

16 Cash & Bank Balance


31/03/2014 31/03/2013 31/03/2014 31/03/2013` ` ` `

Cash and cash equivalents

Cash on hand Nil Nil 153,093 203,530

Balance With Banks Nil Nil 9,977,345 3,522,414

Total ….. Nil Nil 10,130,438 3,725,944

The Current Account balance includes ` NIL (P.Y. `

157,319/-) towards unclaimed dividend which have

been kept in separate earmarked accounts and no

transactions except for the state purpose are done

through such account.

Other Bank balance

Margin Money Deposits 828,877 787,339 13,528,596 11,864,721

[Amount disclosed under Non Current Assets Note No.13] (828,877) (787,339) Nil Nil

Total ….. Nil Nil 23,659,033 15,590,664


17 Revenue from operation

For the For theyear ended year ended

31/03/2014 31/03/2013` `

Sale of ProductFinished Goods (Net) 3,424,300,078 3,226,880,217

3,424,300,078 3,226,880,217

Other Operating RevenueJob Charges 15,877,325 3,411,615Scrap Sales 5,390,367 6,196,059

Total ….. 3,445,567,770 3,236,487,891

Details of products soldFinished Goods Sold

Partially Oriented Polyester Filament Yarn (POY) 1,482,376,454 1,434,826,651Polyester Texturised Yarn Nil 5,639,973Draw Twisted Yarn Nil 21,061,028Fully Draw Yarn 913,933,766 952,498,905Others 22,277,906 77,869,976

2,418,588,126 2,491,896,533

Traded Goods SoldCloth 944,594,067 719,577,890Polyester Chips 61,117,885 15,405,794

1,005,711,952 734,983,684

Total ….. 3,424,300,078 3,226,880,217

18 Other Income


31/03/2014 31/03/2013` `

Interest Income 6,170,219 5,999,907Dividend Income on Non current investments 300 NilLease Rental Income 840,000 700,000Miscellaneous Income 1,235,675 546,519Insurance Claim Received Nil 4,270

Miscellaneous Balance w/off 1,492,435 12,698

Total ….. 9,738,629 7,263,394

19 Cost of Raw Material Consumed & Finished Goods Purchased


31/03/2014 31/03/2013` `

Inventory at the beginning of the year 17,785,028 19,617,340Add: Purchase 1,768,352,562 1,753,295,902Less: Inventory at the end of the year 20,641,006 17,785,028

Cost of Raw Material Consumed 1,765,496,584 1,755,128,214

Details of Raw Material ConsumedPolyester Chips 1,721,471,904 1,702,660,731Other 44,024,680 52,467,483

1,765,496,584 1,755,128,214

Details of InventoriesPolyester Chips 11,612,218 7,105,190Other 9,028,788 10,679,838

Total ….. 20,641,006 17,785,028


Details fo Value of Imported & Indigenous Raw Material Consumed

Particulars Raw Materials

% Value (`)31/03/2014 31/03/2013 31/03/2014 31/03/2013

I. Imported 2.13 2.26 37,529,801 39,577,334

II. Indigenous 97.87 97.74 1,727,966,783 1,713,718,568

100.00 100.00 1,765,496,584 1,755,128,214

20 Purchase of stock in Trade


31/03/2014 31/03/2013` `

Stock in Trade 855,965,210 622,136,573

855,965,210 622,136,573

Details of Stock in Trade

Cloth 801,570,007 608,617,493

Others 54,395,203 13,519,080

855,965,210 622,136,573

21 Change In Inventories Of Finished Goods,Work In Progress


31/03/2014 31/03/2013` `

Inventory at the beginning of the year

Work-in-Process 28,870,403 25,611,190

Finished Stock 57,924,144 58,106,430

86,794,547 83,717,621

Inventory at the end of the year

Work-in-process 9,080,212 28,870,403

Finished Stock 42,936,498 57,924,144

52,016,710 86,794,547

Decretion / (Accretion) to Stock 34,777,837 (3,076,926)

Details of Inventory

Finished Goods

Partially Oriented Polyester Filament Yarn (POY) 28,661,695 41,884,961

Fully Draw Yarn 14,274,803 16,039,183

42,936,498 57,924,144

22 Employee Benefit Expense


31/03/2014 31/03/2013` `

Salary, Wages & Bonus 46,770,542 42,883,338

Contribution to Provident Fund & Other Funds 1,487,973 1,984,494

Welfare Expenses 1,604,222 1,801,101

Total ….. 49,862,737 46,668,933


Retirement Benefits

As per revised Accounting Standard 15 “Employees Benefits” , the Company has recognized in the financial statements in respectsof Employee Benefits Schemes as per Actuarial Valuation as on 31st March, 2014.

1. Amount of Defined Benefit Obligation in respect of Gratuity liability is recognized in the Balance Sheet as follows:

Particulars 2013-14 2012-13` `

Present Value of Funded Obligations 3,851,316 1,802,682

Fair value of plan assets 2,876,121 1,802,682

Present value of unfunded obligations NIL 1,666,128

Unrecognized past service cost NIL NIL

Net liability/(Asset) 975,195 1,666,128

Amounts in the balance sheet:

Liabilities 3,851,316 3,468,810

Assets 2,876,121 1,802,682

Net liability/(Asset) 975,195 1,666,128

2. Amount of defined benefit obligation in respect of Gratuity liability is recognized in the profit and Loss account as follows:

Particulars 2013-14 2012-13` `

Current service cost 625,675 561,392

Interest on obligation 282,144 236,669

Expected return on plan assets (196,586) (120,062)

Net actuarial losses / (gains) recognized in year (416,355) 85,758

Past service cost - -

Adjustment to opening balance - 3,565

Losses / (Gains) on curtailments and settlement - -

Total included in ‘Employee Benefit Expense’ 294,878 767,322

3. Details of changes in the present value of the defined benefit obligation representing reconciliation of opening and closingbalances thereof in respect of Gratuity are as follows:

Particulars 2013-14 2012-13` `

Opening Defined Benefit Obligation 3,468,810 2,998,269

Service cost 625,675 561,392

Interest cost 282,144 236,669

Actuarial losses (gains) (427,540) 100,334

Losses (gains) on curtailments - -

Liabilities extinguished on settlements - -

Liabilities assumed in an amalgamation in the nature of Purchase - -

Exchange differences on foreign plans - -

Benefits paid (97,773) (427,854)

Closing defined benefit obligation 3,851,316 3,468,810

4. Details of changes in the fair value of plan assets representing reconciliation of the opening and closing balances thereof inrespect of gratuity are as follows:

Particulars 2013-14 2012-13` `

Opening fair value of plan assets 1,802,682 1,000,000

Adjustment to opening balance - (3,565)

Expected return 196,586 120,062

Actuarial gains and (losses) (11,185) 14,576

Assets distributed on settlements - -

Contributions by employer 951,509 944,778

Assets acquired in an amalgamation in the nature of purchase - -


Benefits paid (63,471) (273,169)

Closing fair value of plan assets 2,876,121 1,802,682


5. Details of the major categories of plan assets as a percentage of total plan assets in respect of Gratuity are as follows:

Particulars 2013-14 2012-13` `

Government of India Securities - -

High quality corporate bonds - -

Equity shares of listed companies - -

Property - -

Policy of insurance 100% 100%

Bank Balance - -

6. Details of Principal actuarial assumptions at the balance sheet date in respect of Gratuity (expressed as weighted averages):

Particulars 2013-14 2012-13` `

Discount rate as on 31-03-2014 9.10% 8.25%

Expected return on plan assets at 31-03-2014 8.75% 9.00%

Proportion of employees opting for early retirement - -

Annual increase in Salary costs 6.00% 6.00%

7. Details of Defined benefit pension plans for the current and previous periods are as follows:

Particulars 31/03/2014 31/03/2013 31/03/2012 31/03/2011 31/03/2010

Defined Benefit Obligation 3,851,316 3,468,810 2,998,269 2,797,974 3,125,383

Plan assets 2,876,121 1,802,682 1,000,000 - -

Surplus / (deficit) (975,195) (1,666,128) (1,998,269) (2,797,974) (3,125,383)

Experience adjustments on plan liabilities (68,759) 6,310 66,340 (523,837) (1,069,561)

Acturial Loss/ (Gain) due to change in assumption (358,781) - - - -

Experience adjustments on plan assets 11,185 (14,576) - - -

The expected benefits are based on the same assumptions used to measure Group’s gratuity obligations as at 31st March, 2014. The

Company is expected to contribute `10,00,000/- to gratuity funds for the year ended 31st March,2015.

The Disclosure requirement as required by Accounting Standard 15 of “ Leave Encashment “ is as follows

1. Amount of Defined Benefit Obligation in respect of Leave Encashment is recognized in the Balance Sheet as follows:

Particulars 2013-14 2012-13` `

Present Value of Funded Obligations - -

Fair value of plan assets - -

Present value of unfunded obligations 2,854,612 3,220,687

Unrecognized past service cost - -

Net liability 2,854,612 3,220,687

Amounts in the balance sheet:

Liabilities 2,854,612 3,220,687

Assets - -

Net liability/(Asset) 2,854,612 3,220,687

2. Amount of Defined Benefit Obligation in respect of Leave Encashment is recognized in the profit and Loss account as follows:

Particulars 2013-14 2012-13` `

Current service cost 1,248,618 748,060

Interest on obligation 246,844 215,979

Expected return on plan assets - -

Net actuarial losses / (gains) recognized in year (1,404,260) (217,166)

Past service cost - -

Losses / (Gains) on curtailments and settlement - -

Total included in ‘Employee Benefit Expense’ 91,202 746,872

Actual Return on Plan Assets


3. Details of changes in the present value of the Defined Benefit Obligation representing reconciliation of opening and closingbalances thereof in respect of Leave Encashment are as follows:

Particulars 2013-14 2012-13` `

Opening Defined Benefit Obligation 3,220,687 2,608,036

Service cost 1,248,618 748,060

Interest cost 246,844 215,979

Actuarial losses (gains) (1,404,260) (217,166)

Losses (gains) on curtailments - -

Liabilities extinguished on settlements - -

Liabilities assumed in an amalgamation in the nature of Purchase - -


Benefits paid (457,278) (134,221)

Closing defined benefit obligation 2,854,612 3,220,687

4. Details of changes in the fair value of plan assets representing reconciliation of the opening and closing balances thereof inrespect of Leave Encashment are as follows:

Particulars 2013-14 2012-13` `

Opening fair value of plan assets - -

Expected return - -

Actuarial gains and (losses) - -

Assets distributed on settlements - -

Contributions by employer - -

Assets acquired in an amalgamation in the nature of purchase - -


Benefits paid - -

Closing fair value of plan assets - -

5. Details of the major categories of plan assets as a percentage of total plan assets in respect of Leave Encashment are asfollows:

Particulars 2013-14 2012-13` `

Government of India Securities 0.00% 0.00%

High quality corporate bonds 0.00% 0.00%

Equity shares of listed companies 0.00% 0.00%

Property 0.00% 0.00%

Policy of insurance 0.00% 0.00%

Bank Balance 0.00% 0.00%

6. Details of Principal actuarial assumptions at the balance sheet date in respect of Leave Encashment (expressed as weightedaverages):

Particulars 2013-14 2012-13` `

Discount rate 8.25% 8.25%

Expected return on plan assets - -

Proportion of employees opting for early retirement - -

Annual increase in Salary costs 6.00% 6.00%

Future changes in maximum state health care benefits Employment Market - -


7. Details of Defined benefit pension plans for the current and previous periods are as follows:

Particulars 31/03/2014 31/03/2013 31/03/2012 31/03/2011 31/03/2010

Defined Benefit Obligation 2,854,612 3,220,687 2,608,036 1,007,364 779,516

Plan assets - - - - -

Surplus / (deficit) (2,854,612) (3,220,687) (2,608,036) (1,007,364) (779,516)

Experience adjustments on plan liabilities (776,354) (301,198) 1,235,036 439,284 (1,141,851)

Experience adjustments on plan assets - - - - -

Actuarial Loss/ (Gain) due to change in assumption (627,905) 84,032 (75,152) - -

Actuarial Loss/ (Gain) due to participant experience (776,354) (301,198) 1,235,036 439,284 (1,141,851)

Actuarial Loss/ (Gain) on Liabilities (1,404,260) (217,166) 1,159,884 439,284 (1,141,851)

Net Actuarial Loss/ (Gain) for the year (1,404,260) (217,166) 1,159,884 439,284 (1,141,851)

8. Details of Movement in Net Liability recognized in balance sheet date in respect of Leave Encashment are as follows:

Particulars 2013-14 2012-13` `

Net Opening Liability 3,220,687 2,608,036

P&L Change 91,202 746,872

Contribution Paid

Benefits Paid by the Company (457,278) (134,221)

Closing Net Liability 2,854,612 3,220,687

23 Finance Costs


31/03/2014 31/03/2013` `

Interest to Bank 41,315,342 50,138,197

Other Interest 3,525,667 1,939,272

Other Borrowing Cost 24,732,765 28,211,741

Total ….. 69,573,773 80,289,209

24 Depreciation And Amortisation Expense


31/03/2014 31/03/2013` `

Depreciation of Tangible Assets 71,646,906 78,172,191

Total ….. 71,646,906 78,172,191


25 Other Expense


31/03/2014 31/03/2013` `

Stores & Spares consumed 32,253,607 32,054,743

Packing material consumed 62,582,644 55,068,193

Electricity & Fuel charges 137,309,886 208,659,690

Repairs To:

Building 184,911 170,155

Machinery 4,165,398 2,471,378

Other 1,302,643 1,232,359

Sub Total ….. 5,652,952 3,873,892

Insurance Expense 2,598,781 3,877,356

Rent 104,000 98,400

Rates & Taxes 450,655 286,287

Stationery & Printing 504,137 379,994

Selling & Distribution Expenses 23,552,819 21,935,346

Advertisement Expenses 101,203 148,759

Communication Expense 388,380 682,347

Traveling & Conveyance Expense 3,478,894 2,607,404

Legal & Professional Expenses 4,607,743 1,962,121

Freight & Delivery charges 8,579,713 9,702,599

Increase/(decrease) of excise duty on Inventory (1,577,733) (66,591)

Service Tax Expense 1,710,746 2,101,958

Auditor’s Remuneration:

Audit Fees 350,000 350,000

In other capacity 50,560 74,440

For Tax Audit 50,000 25,000

Sub Total ….. 450,560 449,440

Commission paid 4,462,116 4,131,565

Foreign Exchange (Gain)/Loss (389,776) (453,570)

Donation 1,500 Nil

Provision for Doubtful Debtors (531,102) 526,807

Loss/(Gain) on Sales of Fixed Assets (Net) 338,339 (131,522)

General Charges (including Factory Exps, Laboratory Expense, Office & Misc.Expenses 6,782,145 8,713,122

Admn. Charges, Service and Custodial Charges etc.)

Total ….. 293,412,209 356,608,340

Details of Value of Imported & Indigenous Stores, Components & Spare parts consumed

Particulars Stores, Components & Spare parts

% Value (`)31/03/2014 31/03/2013 31/03/2014 31/03/2013

i. Imported 14.61 19.69 4,712,959 6,310,404

ii. Indigenous 85.39 80.31 27,540,648 25,744,339

100.00 100.00 32,253,607 32,054,743


26 CONTINGENT LIABILITIES:

Particulars 2013-14 2012-13` `

a) Letters of Credit Outstanding 1,21,67,795 733,785

b) Income Tax demands disputed in appeal by the Company/ Income Tax Authorities 62,54,718 1,03,46,247

(Against which the Company has paid amount of ` 12,42,729/-)

c) Excise Duty demands disputed in appeal by the Company/ Excise Authorities 21,62,95,515 21,77,78,989

(Against which the Company has paid amount of ` 8,01,472/-)

d) The Gujarat value Added tax disputed demand in Appeal by company 14,69,152 14,69,152

(Against which the Company has paid amount of `14,69,152/-)

e) Textile Cess Demands disputed pending with Textiles Committee, 50,90,119 50,90,119

Government of India, Ministry of Textiles.

f) Service Tax demand disputed in appeal by the Company/Authority 23,42,101 23,42,101

(Against which the Company has paid amount of `10,06,091/-)

g) Claims not acknowledged as debts by the company 1,12,500 1,12,500

h) Show Cause Notices received from various authorities 25,18,151 25,18,151

i) Bank Guarantee 5,24,990 3,02,427

j) Employees Demands pending before Labour Courts Amount not Amount not

ascertainable ascertainable

k) In respect of restructured debts under CDR Mechanism, the banks will have right Amount not Amount not

to recompense in respect of waivers / sacrifice made by them under CDR Restructuring ascertainable ascertainable

27 Particulars of Prior Period expense debited to respective head of expenditure:-

Particulars 31-03-2014 31-03-2013` `

(i) Miscellaneous Income Nil (6,00,000)

(ii) Salary Expense 11,210 Nil

(iii) Travelling Expense 11,368 Nil

Total . . . 22,578 (6,00,000)


28 Based on the principles for determination of segments given in Accounting Standard 17 “Segment Reporting” issued by the Institute of

Chartered Accountants of India, the company has identified it’s business segment as primary segment. “Others” represents income from

Trading of Cloth and Polyester Chips. There is no reportable secondary segment as none of the conditions as laid down for determining the

geographical segments are satisfied

(Amount in `)

Particulars Yarns Others Total

31-03-14 31-03-13 31-03-14 31-03-13 31-03-14 31-03-13

Revenues 2,160,882,729 (2,228,511,856) 1,008,768,474 (734,983,684) 3,169,651,203 (2,963,495,540)

Unallocable Revenue 3,568,110 (1,263,487)

Total Revenue 3,173,219,313 (2,964,759,027)

Segment Result -40,996,230 (-20,25,540) 143,024,060 (111,147,242) 102,057,631 (109,121,702)

Interest and Finance Charges 69,573,773 (80,289,209)

Interest Income 6,170,219 (5,999,907)

Income from Investments 300 (Nil)

Total Profit Before Tax 38,654,576 (34,832,400)

Taxes 9,659,498 (7,180,000)

Net income after taxes 28,995,078 (27,652,400)

Assets 1510,362,055 (1,567,627,411) 357,445,727 (165,429,470) 1,867,807,782 (1,733,056,881)

Unallocable Assets 23,659,033 (15,590,664)

Total Assets 1,891,466,815 (1,748,647,545)

Liabilities 1,130,584,642 (1,237,857,659) 221,097,209 (Nil) 1,351,681,851 (1,237,857,659)

Unallocable Corporate Liabilities Nil (Nil)

Total Liabilities 1,351,681,851 (1,237,857,659)

Capital Expenditure 18,718,966 (23,336,740) Nil (Nil) 18,718,966 (23,336,740)

Depreciation 71,646,906 (78,172,191) Nil (Nil) 71,646,906 (78,172,191)

Non-cash expenses Nil (Nil) Nil (Nil) Nil (Nil)

29 Earning Per Share (Amount in `)

Particulars 31-03-2014 31-03-2013

Numerator used for calculating Basic and Diluted Earning Per Share (Profit After Tax) 28,995,078 27,652,400

Nominal Value per Share 10 10*

Weighted Average No. of Shares used as denominator for calculating 1,35,50,000 1,35,50,000

Basic and Diluted Earning Per Share

Basic and Diluted earning per share 2.14 2.04*

Note: Due to Consolidation in the Face Value of Shares during the year, EPS of the previous year has been restated.

30 Related Party Disclosures

a) Key Management Personnel

Sr. No. Name Designation

1 Mr. Jyotiprasad Chiripal Chairman

2 Mr. Vedprakash Chiripal Director

b) List of Other Related Parties with whom transactions have taken place during the year

Sr. No. Name

1 Chiripal Industries Ltd.

2 Deepak Enterprise

3 Nandan Denim Ltd.

4 Shanti Exports Pvt. Ltd.

5 Vishal Fabrics Pvt. Ltd.

6 Shanti Polytechnic Foundation


c) Details of Transactions with Key Management Personnel and Related Parties of the Key Management Personnel are as follows:

(Amount in `)

No. Nature of Transaction Key Management RelatedPersonnel Parties Total

1 Unsecured LoansTaken during the year Nil Nil Nil

(Nil) (Nil) (Nil)

Balance as at Balance Sheet Date Nil 93,842,300 93,842,300

(Nil) (93,842,300) (93,842,300)

2 Advances Recoverable inCash or KindGiven during the year Nil Nil Nil

(Nil) (Nil) (Nil)

Balance as at Balance Sheet Date Nil Nil Nil

(Nil) (Nil) (Nil)

3 Advances Received from CustomersReceived during the year Nil 5,62,58,921 5,62,58,921

(Nil) (149,286,403) (149,286,403)

Balance as at Balance Sheet Date Nil 9,48,56,101 9,48,56,101

(Nil) (8,11,89,055) (8,11,89,055)

4 ExpenditureDonation Expense Nil Nil Nil

(Nil) (Nil) (Nil)

Purchase of Goods, Packing Material & Stores Nil 10,37,40,266 10,37,40,266

(Nil) ( 90,820,416) (90,820,416)

Job work Charges Nil Nil Nil

(Nil) (Nil) (Nil)

Purchase of Fix Asset Nil 8,33,170 8,33,170

(Nil) (45,58,500) (45,58,500)

5 Income ReceivedPower & Fuel Income Nil Nil Nil

(Nil) (Nil) (Nil)

Job work Income Nil Nil Nil

(Nil) (34,11,615) (34,11,615)

Interest Income Nil Nil Nil

(Nil) (Nil) (Nil)

6 Stock in tradeSale of Goods Nil 4,92,17,210 4,92,17,210

(Nil) (1,35,38,260) (1,35,38,260)

Sale of Capital Assets Nil 9,61,636 9,61,636

(Nil) (Nil) (Nil)

Balance as at Balance Sheet Date (Nil) 26,71,860 26,71,860

(Nil) (41,39,830) (41,39,830)

Note : List of transaction, out of the transactions reported in the above table, where the transactions entered in to with single party

exceed the 10% of the total related Party transactions of similar nature are as under :

(Amount in `)

(2013-14) (2012-13)

1. Advance Recoverable in cash or Kind Given :-

- Chiripal Industies Ltd. 5,62,58,921 (14,92,86,403)

2. Expenditure :-

Purchase of Goods, Packing Material and Stores :-

- Chiripal Industies Ltd. 1,40,53,814 (24,213,293)

- Vishal Fabrics Ltd. 7,36,22,430 (6,65,97,283)

- Nandan Denim Ltd. 1,60,64,022 (Nil)

Purchase of Fix Asset :-

- Chiripal Industies Ltd. 8,33,170 (4,558,500)


(Amount in `)

(2013-14) (2012-13)

3. Income Received :-

Job work Income:

- Chiripal Industries Ltd. Nil (34,11,615)

4. Stock in trade :-

Sale of Goods

- Chiripal Industries Ltd. 4,92,17,210 (1,35,38,206)

Sale of Capital Goods

- Chiripal Industries Ltd. 9,61,636 (Nil)

31 Impairment of Asset

During the year, the company has impaired it’s all assets to the tune of ` Nil (Previous Year `Nil)

32 Borrowing costs attributable to the acquisition or construction of Qualifying Assets amounting to ̀ Nil (Previous Year ̀ Nil) is capitalized

by the company

33 The amount of Exchange Difference

Credited to Profit and Loss Account ` 3,89,776/- (Previous Year Credited to Profit and Loss Account ` 4,53,570/-)

34 Balance in Current Account with Scheduled Banks includes ` Nil/- (Previous Year ` 1,58,987/-) in the unpaid dividend account with

various banks.

35 C.I.F. Value of Imports includes:- (Amount in `)

Sr.No. Particulars 2013-14 2012-2013

1 Raw Materials 37,951,252 42,539,728

2 Stores and Spares 5,066,576 9,663,020

3 Capital Goods 5,18,184 72,84,389

36 Expenditure in Foreign Exchange

1 Traveling Other Expense Nil Nil

37 Earning in Foreign Exchange :

1 FOB Value of Exports Nil Nil

38 The figures of the previous year have been regrouped and rearranged wherever considered necessary.

Note : Previous year’s figures have been shown in brackets.

Signature to Notes”1" to “38”






CIL NOVA PETROCHEMICALS LIMITED(CIN: L17111GJ2003PLC043354)

Regd Office :- Survey No. 396(P), 395/4(P), Moraiya Village, Sarkhej-Bavla Highway, Tal. Sanand, Ahmedabad.

Phone : +91-9825800060, Fax : +91-2717-250556,251612.

Email : [email protected] Website : www.cnpcl.com

ATTENDANCE SLIPPLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.

DP Id * Folio No.

Client Id* No of Shares

Name and Address of Shareholder :

I hereby record my presence at the Tenth Annual General Meeting of the Company held on Saturday, 20th September,2014 at 3.00 p.m at Survey

No. 396(P), 395/4(P), Moraiya Village, Sarkhej-Bavla Highway,Tal. Sanand, Ahmedabad-382210.

Signature of the Shareholder or Proxy

CIL NOVA PETROCHEMICALS LIMITED(CIN: L17111GJ2003PLC043354)

Regd Office :- Survey No. 396(P), 395/4(P), Moraiya Village, Sarkhej-Bavla Highway, Tal. Sanand, Ahmedabad.

Phone : +91-9825800060, Fax : +91-2717-250556,251612.

Email : [email protected] Website : www.cnpcl.com

FORM OF PROXY

Name of member(s) : Email Id :

Registered Address : Folio No/Client Id :

DP Id :

I/We, being the member(s) of shares of CIL Nova Petrochemicals Limited, hereby appoint :

1. Name : Address :

E-mail Id : Signature : or falling him

2. Name : Address :

E-mail Id : Signature : or falling him

3. Name : Address :

E-mail Id : Signature :

as my/our proxy to attend and vote(on a poll) for me/us and on my/our behalf at the Tenth Annual General Meeting of the Company, to be held

on 20th September,2014 at 3.00 pm at Survey No. 396(P),395/4(P), Moraiya Village, Sarkhej-Bavla Highway, Tal.Sanand, Ahmedabad-382210

and at any adjournment thereof in respect of such resolutions as are indicated below :


P.T.O.

Resolutions Optional

Ordinary Business For Against

1 Adoption of Audited Financial Statements for the year ended 31st March,2014.

2 Re-appointment of Mr. Jyotiprasad D Chiripal as Director of the Company, who retires by rotation.

3 Appointment of Auditors and fixing their remuneration.

Special Business

4 Appointment of Mr. Jyotiprasad D Chiripal as Managing Director.

5 Appointment of Mr. Rajendraprasad J shah as an Independent Director.

6 Appointment of Ms. Renu C Siddhu as an Independent Director.

7 Appointment of Mr. Ambalal C Patel as an Independent Director.

8 Appointment of Mr. Murli R Goyal as an Independent Director.

9 Reconfirmation of authority to the Board of Directors for borrowing money upto Rs. 2000 Crores.

10 Approval for creation of charge / security over the assets of the company in respect of Borrowings.

11 Approval of Alteration of Articles of Association.

Signed this day of ,2014

Signature of Shareholder

Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder

Notes :1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than

48 hours before the commencement of the meeting. The Proxy need not be a member of the Company.

2. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share

capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other

person or shareholder.

** This is only optional. Please put ‘X’ in the appropriate Column against the resolutions indicated in the Box. If you leave the ‘For’ or ‘

Against ‘ Column blank against any or all the resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate.

3. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

Affix

One Rupee

Revenue

Stamp


To,

Gan

apat

i, (

079)

26568111

If undelivered please return to :

CIL NOVA PETROCHEMICALS LIMITED(Formerly Known as NOVA POLYYARN LIMITED)

(CIN: L17111GJ2003PLC043354)Regd Office :- Survey No. 396(P), 395/4(P), Moraiya Village,

Sarkhej-Bavla Highway, Tal. Sanand, Ahmedabad.

Phone : +91-9825800060, Fax : +91-2717-250556,251612.


Website : www.cnpcl.com

FORM B

Covering le6er of fhe onnuol oudil reporl to be filed with the stock exchonges

CIL Novo Petrochemicols LimitedNome of the3l,tMorch,2014Annuol finonciol stoiements for the

Quolified Opinion hos been reported in iheAuditors'Re

Iype of Audii quolificotion

R Similor Quolificotion wos olso reported inFrequency of quolificotion

The omount lying in uncloimed dividend in

respect of eorlier yeor wos of erstwhile Novo

Pelrochemicols Limiied ond the some

omount lying in the Bonk Account wos

seized by the Soles Tox Authority ondodjusted ogoinst the soles tox dues.

However, henceforth we hove given ourport of Rs.3.39 Locs of unpoid/uncloimeddividend from the funds of the compony toGSL Novo Petrochemicols Limiied(Demerged Compony) to be tronsferred tolnvestor Educotion & Protection FunQ.

Additionol comments from theboord/oudit committee choir

the Stotutory Auditor hos quolified its AuditReport in respect of non-deposit of our port

of Rs. 3.39 lqcs of unpoid/uncloimeddividend into lnvestor Educotion &

Protection Fund till bolonce sheet dote. Your

director would like to clorify thot the omountlying in uncloimed dividend in respect ofeorlier yeor wos of erstwhile NovoPetrochemicols Limited ond the some

omount lying in the Bonk Account wos

seized by the Soles Tox Authority whichcould not be occessed by the compony tobe tronsferred to lnvestor Educotion &

Protection Fund when it become due ondtill dote the seizure of the occount is still

continue. Further the compony nomelyerstwhile Novo Petrochemicols Limited wos

demerged by order of the Honoroble High

Court of Guiorot ond

Drow ottention to relevont notes inihe onnuol finonciol stotements ondmonogement resPonse to thequolificotion in the directors report

shoring rotio our liobility in respect of tronsferof uncloimed dividend comes to Rs 3.39 locsond bolonce port is of GSL NovoPetrochemicols Limited, demerged

@a*P-!Jyotiprosod D Chiripol

Choirmon

Ambolol C PotelChoirmon ofAudit Commitlee

Sotish R BhottChief Finonciol Officer

f Shoh & CoStotutory Auditors

FRN No.1096I6W

t-

10TH ANNUAL REPORT 2013-2014 - Bombay Stock Exchange

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Transcript of 10TH ANNUAL REPORT 2013-2014 - Bombay Stock Exchange