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35th ANNUAL REPORT 2012middot2013

GUJARAT ORGANICS LIMITED

Balance Sheet

Statement of Profit amp Loss Cash Flow Statement

Notes to Financial Statements

25

26 27

29

THIRTY FIFTH ANNUAL GENERAL MEETING

Date 7th September 2013

Time 1130 AM

Venue 12711 GIDC Industrial Estate

Ankleshwar - 393002 Gujarat

GUJARAT ORGANICS LIMITED

flVE YEAR REVIEW

1

Rs in 000 except for per share data number of employees and ratios 2012-2013 I 2011-2012 2010-20112009-2010 2008-2009RESULTS FOR THE ACCOUNTING YEAR

Revenue Account 1 Gross Sales 403290 389512 312796485257 443355

414050 390149 356475 2883784548842 Net Sales

3_54 24_53 5831945 9933 Growth Rate I

106901 86058 677051 57473 44117 1

4 Other Income

5 Material Consumed

6 to Net Sales (52100)

7 Overheads

8 Profit I Loss Before Int Depreciation amp Tax (PEInT)

9 Interest and Financing Charges

10 Depreciation

11 Profitf(Loss) Before Taxes

Capital Account 1 Equity Share Capital

2 Preference Share Capital

3 Reserves and Surplus

4 Loan Fund

I 5 Fixed Assets (Net)

6 Investments

7 Net Current Assets

Per Share Data 1 Book Value (Rs)

Other Information

1 256099

5630

181973

123713

15788

17844

90081

2014

431558

142957

185287

182092

178675

2152

243895

5890

145734

110479

14362

15591

80526

2014

20000

338849

139955

163635

120388

189598

1692

242900

6226

118460

96494

16721

14601

65172

2014

20000

257602

125927

140117

76673

162117

1289

219096

6146

117276

77576

11877

14173

51526

2014

20000

193764

113621

136021

12814

153640

972

170326

5906

102899

59270

11415

13578

34277

2014

20000

142623

144121

141171

19545

118286

1 Number of Employee 110 114 97 99

718

101

2 GIlIARAT ORGANICS lIMITED

NOTICE

Notice is hereby given that the Thirty fifth ANNUAL GENERAL MEETING of the members of GUJARAT ORGANICS LIMITED will be held on Saturday the th day of September 2013 at 11 30 am at the Registered Office of the Company located at 1271 GIDC Industrial Estate Ankleshwar - 393 002 Gujarat to transact the following business

ORDINARY BUSINESS

1 To receive consider and adopt the accounts for the year ended 31 st March 2013 together with the Reports of the Board of Directors and Auditors thereon

2 To appoint a Director in place of Mr Ashwin S Dani who retires by rotation and being eligible offers himself for re- appOintment

3 To appoint a Director in place of Mr Mahendra Chhotalal Sheth who retires by rotation and being eligible offers himself for reo appointment

4 To appoint Mis Deepak Shah amp Co Chartered Accountants as the Auditors of the Company and to fix their remuneration 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 Mis Deepak Shah amp Co Chartered Accountants (Registration No 102249W) be and is hereby appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such terms and conditions as to remuneration as shall be fixed by the Board of directors and Auditors mutually

SPECIAL BUSINESS

5 To consider and if thought fit to pass with or without modification(s the following Resolution as an Ordinary Resolution

RESOLVED THAT Mr Hasit A Dani who was appointed as an Additional Director by the Board of Directors of the Company at their meeting held on 27th May 2013 pursuant to Section 260 of the Companies Act 1956 and Article 107 of the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting and for the appointment of whom the Company has received a notice under Section 257 of the said Act from a shareholder proposing the candidature of Mr Hasit A Dani for the office of a Director of the Company be and is hereby appointed as Director of the Company

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC AnkLeshwar - 393002 GUjarat

PLace Mumbai Ashwin S Dani Date 27th May 2013 Chairman

3 GJlTARAT ORGANICS lIMITED

NOTES

a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING MAY APPOINT A PROXY TO ATTEND AND ON A POLL VOTE INSTEAD OF HIMSELFHERSELF A PROXY NEED NOT BE A MEMBER PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY AT ITS REGISTERED OFFICE NOT LATER THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING

b) The Register of Members and Share Transfer Books of the Company wilt remain closed 29 thfrom Thursday August 2013 to Saturday 7th September 2013 (both days

inclusive)

c) The Companys equity shares are listed on The Bombay Stock Exchange and the listing fees for the year 2012- 2013 and 2013- 2014 has been paid in fulL

d) The relative explanatory statement in respect of the special business at item no 5 above is annexed hereto

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate I GIDC Ankleshwar 393002 Gujarat

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

4 GIiJARAT ORGANICS lIMITED

ANNEXU RE TO NOTICE Explanatory statement Under Section 173 of the Companies Act 1956

The following explanatory statement sets out all material facts relating to Special Business of the accompanying Notice of the Annual General Meeting to be held on 7th September 2013

Item No5

The Board of Directors at their meeting held on 27th May 2013 had appointed Mr Hasit A Dani as an Additional Director pursuant to Section 260 of the Companies Act 1956 and pursuant to Article 107 of the Articles of Association of the Company Mr Hasit A Dani holds office upto the date of the ensuing Annual General Meeting The Company has received notice pursuant to Section 257 of the Companies Act 1956 from member proposing the appointment of Mr Hasit A Dani as a Director along with the required deposit amount

A brief profile of Mr Hasit A Dani is as under

Mr Hasit A Dani holds a Bachelors Degree in Business Administration from University of Massachussetts and Masters Degree from University of Pittsburgh USA He has working experience in General Administration having worked with Asian Paints Limited Mr Hasit Dani presently holds 100 shares in the Company

The Board of Directors is of the opinion that the appointment of Mr Hasit Dani shall be beneficial to the Company and to its shareholders The Board of Directors therefore propose his appointment as the director and recommend the resolution as set out in item no 5 for the approval of the shareholders at the ensuing Annual General Meeting

Except Mr Ashwin S Dani and Mr Jalaj A Dani none of the directors of the Company may deemed to be interested concerned in the resolution at item no 5 of this Notice

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC Ankleshwar - 393002 Gujarat

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

--

5 GI1HBAT ORGANICS lIMITED

DIRECTORS REPORT

The Directors hereby present their Thirty Fifth Annual Report on the business and operations of the Company and the FinanciaL Accounts for the year ended 31 st March 2013

FINANCIAL RESULTS Given below are the financial results for the year ended 31 st March 2013

(Rs in lacs) IPARTICULARS

2012- 13 2011- 12 Growth Revenue from operations 454884 414050 986 [

Profit before Depreciation Interest amp 1198 I Tax 123712 1104 79

1 rLess Depreciation 17841 15591 1443 I

15788i Finance cost 14362 993 i I (4063)Deferred Tax Assets (561) I 62424 I 000 000 IProvision for Tax

94146 81086 1611II Profit (Loss) after Taxes IIBalance brought forward from previous

year 145085 638381 i

r

(641)~Add Prior Period adjustments (Net) 161 I Less Short Prov of Taxes of earlier

II years 009 --I i Less Transferred to General Reserve -I Balance Carried to Balance Sheet 238581 145085 I I

i

OPERATIONS

Net Sales for the year 2012-2013 increased to Rs454884 lacs from Rs414050 lacs in the previous year- a growth of 986

In the quantitative terms Sates for the year ending March 2013 was more or less same as in the corresponding period of the previous year due to enforced blanket restriction on expansion

Profit during the year after interest depreciation and taxation was Rs94146 lacs as against 81086 lacs for the corresponding previous year

OUTLOOK

Prices of Raw Materials were on rising trend and fluctuated widely but we were able to keep under control our average purchase prices for the year

Cost of utility particularly Gas has substantially gone up during the year It has gone up from average rate of Rs2115 per SCM in 11-12 to Rs3059 per SCM in 12-13 increase of 4454 Also the power has gone up from average rate of Rs637 per Unit in 11middot12 to Rs 712 per Unit in 12-13 increase of 1177

Cost of Labour had also gone up due to increase in Minimum wages by 1011 as compared to last year

Also general inflation was at all time high This all had impact on our Margins

6 GlJARAT ORGASTCS I [MITED

FINANCE

Total fixed deposit repaid during the year 2012-2013 was Rs 19207 Lacs No fixed deposit which was claimed remained unpaid

EXPORTS

Exports has increased by 1507 from Rs 1924 Lacs to Rs2214 Lacs

SUBSIDIARIES

The Board of Directors vide their meeting held on 10th August 2012 had approved the sale of investments in shares of its subsidiary company namely Vijal Holding and Trading Company Private Limited AccordingLy on compLetion of the aforesaid transaction on 14th August 2012 Vijal Holding and Trading Company Private Limited ceased to exist as the subsidiary of the Company In view of the same henceforth the Company is not required to submit Consolidated Financial statement of accounts as the Company has no other subsidiary

VARIATION OF RIGHTS AND REDEMPTION OF PREFERENCE SHARES

The Board of Directors after obtaining consent of preferenceholders on 21 st August 2012 varied terms attached to 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) of your Company The Company had revised varied the said terms with respect to minimum notice of one week in relation to redemption terms altering the nature of instrument from Cumulative to Non- Cumulative as well as waiver of dividend entitlement Thereby on 6th September 2012 the Company redeemed the said preference shares

DIRECTORS

a) Directors retiring by rotation

In accordance with the requirement of the Companies Act 1956 and as per the Articles of Association of the Company Mr Ashwin S Dani and Mr Mahendra Chhotalal Sheth are liable to retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting A brief resume of the aforesaid directors and other relevant information have been covered in the Notice convening the Annual General Meeting

b) Resignation of Managing Director

10thThe Board of Directors at their Meeting held on August 2012 accepted the resignation of Mr Hasit A Dani as the Director and Managing Director of the Company The Board has placed on its record a deep sense of appreciation for the valuable contributions rendered by Mr Hasit A Dani

c) Appointment of Whole time Director

The Board appointed Mr Arvind R Shah as an Additional Director in accordance with 10thSection 260 of the Companies Act 1956 with effect from August 2012 and

as Whole time Director for a period of five years with effect from 10th August 2012 to 9th August 2017

7 GI iJARAT ORGANICS LIMITED

d) Regularization of Additional Director

Mr Hasit A Dani was appointed as an Additional Director of the company with effect from 27th May 2013 Mr Hasit Dani holds office upto the date of the ensuing Annual General Meeting and is eligible for appointment as the director Your Directors recommend his appointment as a director of your company

AUDITORS

Mis Deepak Shah amp Co Chartered Accountants the present Statutory Auditors of the Company holds office untit the conclusion of the ensuing Annual General Meeting It is proposed to re -appoint them as the Statutory Auditors of the Company until the conclusion of next Annual General Meeting Mis Deepak Shah amp Co have under Section 224(1) of the Companies Act 1956 furnished the certificate of their eligibility for re-appointment

COST AUDITORS

The Cost Compliance Report of the Company issued by Mr Suresh D Shenoy Cost Accountant Mumbai pursuant to the Notifications issued by Ministry of Corporate Affairs on Companies (Cost Accounting Records) Rules 2011 for the FY 2011-12 was duly submitted on 15th December 2012

Pursuant to the Cost Audit Branch Order No 52126CABmiddot2010 dated 06112012 your Board of Directors have re-appointed Mr D H Zaveri Cost Accountant Mumbai as the Cost Auditor of your Company for the financial year 2013-14 to conduct the audit of the cost records of the Company Further the Cost Audit report for the FY 2012-13 is due on 27th September 2013

PERSONNEL

None of the Employees employed throughoutpart of the financial year ended 31 st March 2013 was in receipt of remuneration exceeding the limits laid down under the provisions of Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975

RESEARCH a DEVELOPMENT AND ENERGY CONSERVATION

Your Company continued according to the priority to safety and environment controls at all the levels of the factory Your Company complied with the norms and specifications by sending samples of treated effluents regularly to the concerned authorities

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1 He) of the Companies Act 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988 are given in Annexure forming part of this Report

FOREIGN EXCHANGE EARN ING AND OUTGO

The details of foreign exchange earnings and outgo have been given in the notes on accounts to the Statement of Profit and Loss and the Balance Sheet

8 GJIARAT ORGANICS IIMITED

CORPORATE SOCIAL RESPONSIBILITY

Your Company is a responsible corporate citizen and strives to give back to the community it operates in The Corporate SociaL initiatives which the Company has identified and implemented during the financial year 2012middot 2013 are as under

(i) During the year 98 Self Help Groups (USHG) were organized with 1327 women members that covered 25 villages of Ankleshwar Taluka Around 172 members of SHG individually started income generation activities at project villages With the timely help received from SHGs many members were able to solve their various problems relating to education marriage housing 8 other basic necessities etc

(li) With help of Gujarat Agro Industries Corporation SHG had introduced HDPE bio gas plant for energy self-sufficiency at village level For the best and efficient utilization of most valuable resource of the village ie water SHG had introduced micro irrigation system for its members who do farming with the help of Mis Pragon Micro Irrigation System Ltd

(iii) Various skills enhancement trainings related to health laws agriculture entrepreneurship development etc were given during the year 42 such trainings covering all the SHGs were conducted during the year

(iv) SHG had co-ordinated with Government Semi Government and its departments private institutes for the purpose of various social security measures like providing monthly pension to widow members of SHGs providing low cost life insurance coverage from L1C granting low cost health insurance and personal accident insurance from Oriental Insurance Co Ltd

(v) To provide strong and continuous support for livelihood enhancement SHG had built a strong and positive partnership with the following institutions

(a) District Industrial Centre (DIC) for grants to support income generative activities of SHG members

(b) ATMA (Agriculture Technology Management Agency) project for agriculture related trainings and inputs

(c) Gujarat Handloom and Handicrafts Corporation Gandhinagar for skill upshygradation in handicrafts skills

(d) Yuva Parivartan program for skill up-gradation in garment and other skills

DIRECTORS RESPONSIBILITY STATEMENT

Pursuance to Section 217 (2M) of the Companies Act 1956 the Directors based on the representation received from the management confirm that

a) the Company has in the preparation of the annual accounts followed the applicable accounting standards along with proper explanation relating to material departures if any

b) they 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 the end of financial year and of the profit of your Company for that year

9 GIIARAT ORGANICS I IMITEO

c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities and

d) they have prepared the annual accounts for the year ended 31 st March 2013 on a going concern basis

ACKNOWLEDGMENTS

Your Directors wish to record their appreciation of the continued co-operation and assistance received by the Company from Financial Institutions Bankers and Staff

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC Ankleshwar - 393002 Gujarat

Place Mumbai Ashwin S Dani Date 2th May 2013 Chairman

10 GIHRAT ORGASICS I 1JIITED

ANNEXURE TO DIRECTORS REPORT

Disclosure of particulars with respect to Conservation of Energy Technology Absorption Foreign Exchange Earnings and outgo as required under the Companies (Disclosure of Particulars in the Report of Broad of Directors) Rules 1988 and formfng part of the Report of the Board of Directors for the year ended 31 st March 2013

FORMA

A POWER AND FUEL CONSUMPTION

i 2012-13 2011-12 11 Electricitv

I Purchased Unit (KWH) 4803100 4099268 I Total amount (Rs in Lacs) 34195 260960 I RateUnit (Rs) 712 637I

2 Diesel Quantity (K Litres) - I - I

Total amount (Rs In Lacs) - i - I i

Rate Unit (Rs) - bull I 3 Gas I

Quantity (SCM) 1467985 1313175 I Total amount (Rs in Lacs) 44874 27770 i

Rate Unit (Rs) 3057 2115 4 Furnace Oil I

Quantity (KLitres) _ l

TotaL amount (Rs in Lacs) - i Rate Unit (Rs) - -

5 Captive Power Generation I

Through Natural Gas i

Quantity 130512 216924 i

I Unit per SM3 250 I 250 Rate Unit [Rs] 1190 782

B CONSUMPTION PER UNIT OF PRODUCTION

Electricity

2012shy 2011shy13 12

Rs Rs

Diesel

2012shy I 2011shy13 12

Rs i Rs

I

i

Gas (Natural)

2012shy 2011 13 -12

Rs Rs

i Furnace

Oil I

12012- 2011shy13 i 12

Rs Rs

i

ParaOrtho Hydroxy Benzoic Acid amp Derivatives

1440

I

1110 006 - 1889 1182 -

I

002 I I

I I

11 GIJARAT ORGANICS I IMInO

FORMB

Disclosure of Particulars with respect to Technology Absorption

Research and Development (R 8 D)

1 Specific areas in which the Company carries out RampD The RampD activities of the Company pertain to

- Development of new products -- Up gradation of existing products amp technoLogies for improvement in Quality

and minimizing cost by better yields amp reducing cycle time Improvement in process technology -- Reduction in process time

2 Benefits derived as a result of above RampD -- Improvement in quality of the products -- Consistency in quality of the products

3 Expenditure on RampD during the financiaL year is as follows [Rs in lacs]

2012-13 2011-12 1

I (a) Capital I 136 bull (b) Recurring 541 i 475

I I Total RampD Expenditure I 541 I 611I (As a to Turnover) I 010 i 015 I

1

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The Company has not incurred any expenditure for import of technology for its products The thrust is to reduce the cost of production by further improving upon the indigenous technology and reduce process cycle time

FORMC

Disclosure of particulars with respect to foreign exchange earnings and Outgo [Rs in Lacs]

~~~~~~~~~________~____~20~1~2~-1~3~1______~2~011-12i I (a) Earnings in Foreign Exchange 212163 I 183041 I utraquo Expenditure in Foreign Exchange ____~2884 i 3043 i__L

By Order of the Board For GUJARAT ORGANICS LIMITED

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

12 GIflARAT ORGANICS lIMITED

CIN No L99999GJ1978PLC022924 Authorised Capital Rs 50400000shy

Compliance Certificate

To The Members GUJARAT ORGANICS LIMITED Plot No 127 1 G t D C Industrial Estate Ankleshwar - 393002

We have examined the registers records books and papers of GUJARAT ORGANICS LIMITED as required to be maintained under the Companies Act 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2013 In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company its officers and agents we certify that in respect of the aforesaid financial year

1 The Company has kept and maintained the registers as stated in Annexure A to this certificate as per the provisions of the Act and the rules made thereunder and entries therein have been made

2 The company has filed the forms and returns as stated in Annexure B to this certificate with the Registrar of Companies Regional Director Central Government Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder

3 The Company being a Public Limited Company comments that a Private Limited Company has minimum prescribed paid-up capital maximum number of members invitation to public to subscribe for shares and acceptance of deposits from persons other than its members directors or their relatives are not required

4 The Board of Directors duly met 5 (Six) times on 28052012 10082012 0609201203112012 and on 08022013 in respect of which meetings notices were given and the proceedings were recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose(Two Circular resolutions were passed on 27062012 and 26092012

5 The Company closed its Register of Members from 16082012 to 25082012 and necessary compliance of Section 154 of the Act has been made

6 The annual general meeting for the financial year ended on 31 st March 2012 was held on 25092012 after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

7 One extra- ordinary General Meeting was held on 04092012 during the financial year after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

13 ~AT ORGANICS IJMITED

8 The Company has not advanced any loan to its Directors and or persons or firms or companies referred to in the Section 295 of the Act during the financial year

9 The Company has not entered into any contracts falling within the purview of Section 297 of the Act

10 The company has made necessary entries in the register maintained under section 301 of the Act

11 As there were no instances falling within the purview of Section 314 of the Act the company has not obtained any approvals from the Board of Directors members or the previous approval of the Central Government

12 The Company has not issued any duplicate share certificates during the financial year

13 There was no allotmenttransfertransmission of securities during the financial year

The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year

The Company was not required to post warrants to any member of the company as no dividend was declared during the financial year There were no unpaid dividends in the company

There are no unpaid dividends application money due for refund matured deposits matured debentures or the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years

The Company has generally complied with the reqUirements of section 217 of the Act

14 The Board of Directors of the Company is duly constituted and the appointment of Director has been duly made

15 The appointment of the Whole time Director has been made in compliance with the prOvisions of Section 269 read with Schedule XIII to the Act

16 The Company has not appointed any sole selling agents during the financial year

17 The Company was not required to obtain any approvals of the Central Government Company Law Board Regional Director Registrar andor such other authorities prescribed under the various provisions of the Act during the financial year

18 The directors have disclosed their interest in other firms companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder

19 The Company has not issued any shares debentures or securities during the financial year

20 The Company has not bought back any shares during the financial year

14 GHH RAT ORGANICS [ IMITED

21 The Company has redeemed 2000000 6 Non-Cumulative Redeemable Non-Convertible Preference Shares during the financial year

22 There were no transactions necessitating the company to keep in abeyance the rights to dividend rights shares and bonus shares pending registration of transfer of shares

23 The Company has complied with the provisions of sections 58A and 58M read with Companies (Acceptance of Deposit) Rules 1975 in respect of deposits accepted including unsecured loans taken during the year and the Company has filed the copy of statement in lieu of advertisement with the Registrar of Companies Ahmedabad The Company has also filed the return of deposit with the Registrar of Companies

24 The amount borrowed by the Company from directors members public financial institutions banks and others during the financial year ending 31 st March 2013 is within the borrowing limits of the company

25 The Company has made loans and investments in compliance with the provisions of the Act

26 The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office from one state to another during the year under scrutiny

27 The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny

28 The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny

29 The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny

30 The Company has not altered its Articles of Association during the year under scrutiny

31 We are informed that there were no prosecution initiated against or show cause notices received by the Company and no fines or penaLties or any other punishment was imposed on the company during the financial year for offences under the Act

32 The Company has not received any money as security from its employees during the financial year

33 The Company has deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary P N Parikh

C P No 1228

15 GIIARAT ORGANICS flMITEO

Annexure A

Statutory Registers as maintained by the Company

1 Register of Charges us 143 of the Act 2 Register of Members us 150 of the Act 3 Minutes Book of Board Meetings us 193 of the Act (In Loose leaf) 4 Minutes Book of General Meetings us 193 of the Act (In loose leaf) 5 Books of Accounts us 209 of the Act are being audited by the Statutory Auditors

of the Company 6 Register of Contracts us 301 of the Act 7 Register of particulars of Directors etc us 303 of the Act 8 Register of Disclosure of Interest us 301 of the Act 9 Register of Directors Shareholding us 307 of the Act

Other Registers

1 bull Attendance Register of Board Meetings 2 Attendance Register of General Meetings

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary PN Parikh

C P No 1228

16 GIUARAT ORGANICS I IMITED

Annexure 8

Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended on March 31 2013

i Form No Filed If delay No Sr For Date of I Whether

Return under in fiUng section

I filing bull filed within prescribed whether

time YesNo requisite addition

at fee paidI

I r YeslNo 19062012 YesAppointment NA

i 1 I Form 23C 1209(1 )(d)

of DH Zaveri a Co as Cost Auditors forI

the year 2012-13I

28062012 Yes NA

iReturn of58A2 Form 62

Deposits as on I Deposits

Return of I31032012 27082012 Yes NAResignation of3 Form 32 303

I Mr Hasit Dani as Managing Director and Appointment of Mr Arvind

Shah asI I Additional

Director of the Company wef

10082012 II I4 I 27082012 Yes NAChange in Form 32 303

Designation of Mr Arvind

Shah as Whole time Director

of the I Company wef

10082012 30082012 Yes NA192 Appointment5 Form 23

I of Mr Arvind Shah as Whole time Director

of the Company and payment of

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

Balance Sheet

Statement of Profit amp Loss Cash Flow Statement

Notes to Financial Statements

25

26 27

29

THIRTY FIFTH ANNUAL GENERAL MEETING

Date 7th September 2013

Time 1130 AM

Venue 12711 GIDC Industrial Estate

Ankleshwar - 393002 Gujarat

GUJARAT ORGANICS LIMITED

flVE YEAR REVIEW

1

Rs in 000 except for per share data number of employees and ratios 2012-2013 I 2011-2012 2010-20112009-2010 2008-2009RESULTS FOR THE ACCOUNTING YEAR

Revenue Account 1 Gross Sales 403290 389512 312796485257 443355

414050 390149 356475 2883784548842 Net Sales

3_54 24_53 5831945 9933 Growth Rate I

106901 86058 677051 57473 44117 1

4 Other Income

5 Material Consumed

6 to Net Sales (52100)

7 Overheads

8 Profit I Loss Before Int Depreciation amp Tax (PEInT)

9 Interest and Financing Charges

10 Depreciation

11 Profitf(Loss) Before Taxes

Capital Account 1 Equity Share Capital

2 Preference Share Capital

3 Reserves and Surplus

4 Loan Fund

I 5 Fixed Assets (Net)

6 Investments

7 Net Current Assets

Per Share Data 1 Book Value (Rs)

Other Information

1 256099

5630

181973

123713

15788

17844

90081

2014

431558

142957

185287

182092

178675

2152

243895

5890

145734

110479

14362

15591

80526

2014

20000

338849

139955

163635

120388

189598

1692

242900

6226

118460

96494

16721

14601

65172

2014

20000

257602

125927

140117

76673

162117

1289

219096

6146

117276

77576

11877

14173

51526

2014

20000

193764

113621

136021

12814

153640

972

170326

5906

102899

59270

11415

13578

34277

2014

20000

142623

144121

141171

19545

118286

1 Number of Employee 110 114 97 99

718

101

2 GIlIARAT ORGANICS lIMITED

NOTICE

Notice is hereby given that the Thirty fifth ANNUAL GENERAL MEETING of the members of GUJARAT ORGANICS LIMITED will be held on Saturday the th day of September 2013 at 11 30 am at the Registered Office of the Company located at 1271 GIDC Industrial Estate Ankleshwar - 393 002 Gujarat to transact the following business

ORDINARY BUSINESS

1 To receive consider and adopt the accounts for the year ended 31 st March 2013 together with the Reports of the Board of Directors and Auditors thereon

2 To appoint a Director in place of Mr Ashwin S Dani who retires by rotation and being eligible offers himself for re- appOintment

3 To appoint a Director in place of Mr Mahendra Chhotalal Sheth who retires by rotation and being eligible offers himself for reo appointment

4 To appoint Mis Deepak Shah amp Co Chartered Accountants as the Auditors of the Company and to fix their remuneration 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 Mis Deepak Shah amp Co Chartered Accountants (Registration No 102249W) be and is hereby appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such terms and conditions as to remuneration as shall be fixed by the Board of directors and Auditors mutually

SPECIAL BUSINESS

5 To consider and if thought fit to pass with or without modification(s the following Resolution as an Ordinary Resolution

RESOLVED THAT Mr Hasit A Dani who was appointed as an Additional Director by the Board of Directors of the Company at their meeting held on 27th May 2013 pursuant to Section 260 of the Companies Act 1956 and Article 107 of the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting and for the appointment of whom the Company has received a notice under Section 257 of the said Act from a shareholder proposing the candidature of Mr Hasit A Dani for the office of a Director of the Company be and is hereby appointed as Director of the Company

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC AnkLeshwar - 393002 GUjarat

PLace Mumbai Ashwin S Dani Date 27th May 2013 Chairman

3 GJlTARAT ORGANICS lIMITED

NOTES

a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING MAY APPOINT A PROXY TO ATTEND AND ON A POLL VOTE INSTEAD OF HIMSELFHERSELF A PROXY NEED NOT BE A MEMBER PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY AT ITS REGISTERED OFFICE NOT LATER THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING

b) The Register of Members and Share Transfer Books of the Company wilt remain closed 29 thfrom Thursday August 2013 to Saturday 7th September 2013 (both days

inclusive)

c) The Companys equity shares are listed on The Bombay Stock Exchange and the listing fees for the year 2012- 2013 and 2013- 2014 has been paid in fulL

d) The relative explanatory statement in respect of the special business at item no 5 above is annexed hereto

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate I GIDC Ankleshwar 393002 Gujarat

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

4 GIiJARAT ORGANICS lIMITED

ANNEXU RE TO NOTICE Explanatory statement Under Section 173 of the Companies Act 1956

The following explanatory statement sets out all material facts relating to Special Business of the accompanying Notice of the Annual General Meeting to be held on 7th September 2013

Item No5

The Board of Directors at their meeting held on 27th May 2013 had appointed Mr Hasit A Dani as an Additional Director pursuant to Section 260 of the Companies Act 1956 and pursuant to Article 107 of the Articles of Association of the Company Mr Hasit A Dani holds office upto the date of the ensuing Annual General Meeting The Company has received notice pursuant to Section 257 of the Companies Act 1956 from member proposing the appointment of Mr Hasit A Dani as a Director along with the required deposit amount

A brief profile of Mr Hasit A Dani is as under

Mr Hasit A Dani holds a Bachelors Degree in Business Administration from University of Massachussetts and Masters Degree from University of Pittsburgh USA He has working experience in General Administration having worked with Asian Paints Limited Mr Hasit Dani presently holds 100 shares in the Company

The Board of Directors is of the opinion that the appointment of Mr Hasit Dani shall be beneficial to the Company and to its shareholders The Board of Directors therefore propose his appointment as the director and recommend the resolution as set out in item no 5 for the approval of the shareholders at the ensuing Annual General Meeting

Except Mr Ashwin S Dani and Mr Jalaj A Dani none of the directors of the Company may deemed to be interested concerned in the resolution at item no 5 of this Notice

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC Ankleshwar - 393002 Gujarat

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

--

5 GI1HBAT ORGANICS lIMITED

DIRECTORS REPORT

The Directors hereby present their Thirty Fifth Annual Report on the business and operations of the Company and the FinanciaL Accounts for the year ended 31 st March 2013

FINANCIAL RESULTS Given below are the financial results for the year ended 31 st March 2013

(Rs in lacs) IPARTICULARS

2012- 13 2011- 12 Growth Revenue from operations 454884 414050 986 [

Profit before Depreciation Interest amp 1198 I Tax 123712 1104 79

1 rLess Depreciation 17841 15591 1443 I

15788i Finance cost 14362 993 i I (4063)Deferred Tax Assets (561) I 62424 I 000 000 IProvision for Tax

94146 81086 1611II Profit (Loss) after Taxes IIBalance brought forward from previous

year 145085 638381 i

r

(641)~Add Prior Period adjustments (Net) 161 I Less Short Prov of Taxes of earlier

II years 009 --I i Less Transferred to General Reserve -I Balance Carried to Balance Sheet 238581 145085 I I

i

OPERATIONS

Net Sales for the year 2012-2013 increased to Rs454884 lacs from Rs414050 lacs in the previous year- a growth of 986

In the quantitative terms Sates for the year ending March 2013 was more or less same as in the corresponding period of the previous year due to enforced blanket restriction on expansion

Profit during the year after interest depreciation and taxation was Rs94146 lacs as against 81086 lacs for the corresponding previous year

OUTLOOK

Prices of Raw Materials were on rising trend and fluctuated widely but we were able to keep under control our average purchase prices for the year

Cost of utility particularly Gas has substantially gone up during the year It has gone up from average rate of Rs2115 per SCM in 11-12 to Rs3059 per SCM in 12-13 increase of 4454 Also the power has gone up from average rate of Rs637 per Unit in 11middot12 to Rs 712 per Unit in 12-13 increase of 1177

Cost of Labour had also gone up due to increase in Minimum wages by 1011 as compared to last year

Also general inflation was at all time high This all had impact on our Margins

6 GlJARAT ORGASTCS I [MITED

FINANCE

Total fixed deposit repaid during the year 2012-2013 was Rs 19207 Lacs No fixed deposit which was claimed remained unpaid

EXPORTS

Exports has increased by 1507 from Rs 1924 Lacs to Rs2214 Lacs

SUBSIDIARIES

The Board of Directors vide their meeting held on 10th August 2012 had approved the sale of investments in shares of its subsidiary company namely Vijal Holding and Trading Company Private Limited AccordingLy on compLetion of the aforesaid transaction on 14th August 2012 Vijal Holding and Trading Company Private Limited ceased to exist as the subsidiary of the Company In view of the same henceforth the Company is not required to submit Consolidated Financial statement of accounts as the Company has no other subsidiary

VARIATION OF RIGHTS AND REDEMPTION OF PREFERENCE SHARES

The Board of Directors after obtaining consent of preferenceholders on 21 st August 2012 varied terms attached to 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) of your Company The Company had revised varied the said terms with respect to minimum notice of one week in relation to redemption terms altering the nature of instrument from Cumulative to Non- Cumulative as well as waiver of dividend entitlement Thereby on 6th September 2012 the Company redeemed the said preference shares

DIRECTORS

a) Directors retiring by rotation

In accordance with the requirement of the Companies Act 1956 and as per the Articles of Association of the Company Mr Ashwin S Dani and Mr Mahendra Chhotalal Sheth are liable to retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting A brief resume of the aforesaid directors and other relevant information have been covered in the Notice convening the Annual General Meeting

b) Resignation of Managing Director

10thThe Board of Directors at their Meeting held on August 2012 accepted the resignation of Mr Hasit A Dani as the Director and Managing Director of the Company The Board has placed on its record a deep sense of appreciation for the valuable contributions rendered by Mr Hasit A Dani

c) Appointment of Whole time Director

The Board appointed Mr Arvind R Shah as an Additional Director in accordance with 10thSection 260 of the Companies Act 1956 with effect from August 2012 and

as Whole time Director for a period of five years with effect from 10th August 2012 to 9th August 2017

7 GI iJARAT ORGANICS LIMITED

d) Regularization of Additional Director

Mr Hasit A Dani was appointed as an Additional Director of the company with effect from 27th May 2013 Mr Hasit Dani holds office upto the date of the ensuing Annual General Meeting and is eligible for appointment as the director Your Directors recommend his appointment as a director of your company

AUDITORS

Mis Deepak Shah amp Co Chartered Accountants the present Statutory Auditors of the Company holds office untit the conclusion of the ensuing Annual General Meeting It is proposed to re -appoint them as the Statutory Auditors of the Company until the conclusion of next Annual General Meeting Mis Deepak Shah amp Co have under Section 224(1) of the Companies Act 1956 furnished the certificate of their eligibility for re-appointment

COST AUDITORS

The Cost Compliance Report of the Company issued by Mr Suresh D Shenoy Cost Accountant Mumbai pursuant to the Notifications issued by Ministry of Corporate Affairs on Companies (Cost Accounting Records) Rules 2011 for the FY 2011-12 was duly submitted on 15th December 2012

Pursuant to the Cost Audit Branch Order No 52126CABmiddot2010 dated 06112012 your Board of Directors have re-appointed Mr D H Zaveri Cost Accountant Mumbai as the Cost Auditor of your Company for the financial year 2013-14 to conduct the audit of the cost records of the Company Further the Cost Audit report for the FY 2012-13 is due on 27th September 2013

PERSONNEL

None of the Employees employed throughoutpart of the financial year ended 31 st March 2013 was in receipt of remuneration exceeding the limits laid down under the provisions of Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975

RESEARCH a DEVELOPMENT AND ENERGY CONSERVATION

Your Company continued according to the priority to safety and environment controls at all the levels of the factory Your Company complied with the norms and specifications by sending samples of treated effluents regularly to the concerned authorities

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1 He) of the Companies Act 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988 are given in Annexure forming part of this Report

FOREIGN EXCHANGE EARN ING AND OUTGO

The details of foreign exchange earnings and outgo have been given in the notes on accounts to the Statement of Profit and Loss and the Balance Sheet

8 GJIARAT ORGANICS IIMITED

CORPORATE SOCIAL RESPONSIBILITY

Your Company is a responsible corporate citizen and strives to give back to the community it operates in The Corporate SociaL initiatives which the Company has identified and implemented during the financial year 2012middot 2013 are as under

(i) During the year 98 Self Help Groups (USHG) were organized with 1327 women members that covered 25 villages of Ankleshwar Taluka Around 172 members of SHG individually started income generation activities at project villages With the timely help received from SHGs many members were able to solve their various problems relating to education marriage housing 8 other basic necessities etc

(li) With help of Gujarat Agro Industries Corporation SHG had introduced HDPE bio gas plant for energy self-sufficiency at village level For the best and efficient utilization of most valuable resource of the village ie water SHG had introduced micro irrigation system for its members who do farming with the help of Mis Pragon Micro Irrigation System Ltd

(iii) Various skills enhancement trainings related to health laws agriculture entrepreneurship development etc were given during the year 42 such trainings covering all the SHGs were conducted during the year

(iv) SHG had co-ordinated with Government Semi Government and its departments private institutes for the purpose of various social security measures like providing monthly pension to widow members of SHGs providing low cost life insurance coverage from L1C granting low cost health insurance and personal accident insurance from Oriental Insurance Co Ltd

(v) To provide strong and continuous support for livelihood enhancement SHG had built a strong and positive partnership with the following institutions

(a) District Industrial Centre (DIC) for grants to support income generative activities of SHG members

(b) ATMA (Agriculture Technology Management Agency) project for agriculture related trainings and inputs

(c) Gujarat Handloom and Handicrafts Corporation Gandhinagar for skill upshygradation in handicrafts skills

(d) Yuva Parivartan program for skill up-gradation in garment and other skills

DIRECTORS RESPONSIBILITY STATEMENT

Pursuance to Section 217 (2M) of the Companies Act 1956 the Directors based on the representation received from the management confirm that

a) the Company has in the preparation of the annual accounts followed the applicable accounting standards along with proper explanation relating to material departures if any

b) they 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 the end of financial year and of the profit of your Company for that year

9 GIIARAT ORGANICS I IMITEO

c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities and

d) they have prepared the annual accounts for the year ended 31 st March 2013 on a going concern basis

ACKNOWLEDGMENTS

Your Directors wish to record their appreciation of the continued co-operation and assistance received by the Company from Financial Institutions Bankers and Staff

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC Ankleshwar - 393002 Gujarat

Place Mumbai Ashwin S Dani Date 2th May 2013 Chairman

10 GIHRAT ORGASICS I 1JIITED

ANNEXURE TO DIRECTORS REPORT

Disclosure of particulars with respect to Conservation of Energy Technology Absorption Foreign Exchange Earnings and outgo as required under the Companies (Disclosure of Particulars in the Report of Broad of Directors) Rules 1988 and formfng part of the Report of the Board of Directors for the year ended 31 st March 2013

FORMA

A POWER AND FUEL CONSUMPTION

i 2012-13 2011-12 11 Electricitv

I Purchased Unit (KWH) 4803100 4099268 I Total amount (Rs in Lacs) 34195 260960 I RateUnit (Rs) 712 637I

2 Diesel Quantity (K Litres) - I - I

Total amount (Rs In Lacs) - i - I i

Rate Unit (Rs) - bull I 3 Gas I

Quantity (SCM) 1467985 1313175 I Total amount (Rs in Lacs) 44874 27770 i

Rate Unit (Rs) 3057 2115 4 Furnace Oil I

Quantity (KLitres) _ l

TotaL amount (Rs in Lacs) - i Rate Unit (Rs) - -

5 Captive Power Generation I

Through Natural Gas i

Quantity 130512 216924 i

I Unit per SM3 250 I 250 Rate Unit [Rs] 1190 782

B CONSUMPTION PER UNIT OF PRODUCTION

Electricity

2012shy 2011shy13 12

Rs Rs

Diesel

2012shy I 2011shy13 12

Rs i Rs

I

i

Gas (Natural)

2012shy 2011 13 -12

Rs Rs

i Furnace

Oil I

12012- 2011shy13 i 12

Rs Rs

i

ParaOrtho Hydroxy Benzoic Acid amp Derivatives

1440

I

1110 006 - 1889 1182 -

I

002 I I

I I

11 GIJARAT ORGANICS I IMInO

FORMB

Disclosure of Particulars with respect to Technology Absorption

Research and Development (R 8 D)

1 Specific areas in which the Company carries out RampD The RampD activities of the Company pertain to

- Development of new products -- Up gradation of existing products amp technoLogies for improvement in Quality

and minimizing cost by better yields amp reducing cycle time Improvement in process technology -- Reduction in process time

2 Benefits derived as a result of above RampD -- Improvement in quality of the products -- Consistency in quality of the products

3 Expenditure on RampD during the financiaL year is as follows [Rs in lacs]

2012-13 2011-12 1

I (a) Capital I 136 bull (b) Recurring 541 i 475

I I Total RampD Expenditure I 541 I 611I (As a to Turnover) I 010 i 015 I

1

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The Company has not incurred any expenditure for import of technology for its products The thrust is to reduce the cost of production by further improving upon the indigenous technology and reduce process cycle time

FORMC

Disclosure of particulars with respect to foreign exchange earnings and Outgo [Rs in Lacs]

~~~~~~~~~________~____~20~1~2~-1~3~1______~2~011-12i I (a) Earnings in Foreign Exchange 212163 I 183041 I utraquo Expenditure in Foreign Exchange ____~2884 i 3043 i__L

By Order of the Board For GUJARAT ORGANICS LIMITED

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

12 GIflARAT ORGANICS lIMITED

CIN No L99999GJ1978PLC022924 Authorised Capital Rs 50400000shy

Compliance Certificate

To The Members GUJARAT ORGANICS LIMITED Plot No 127 1 G t D C Industrial Estate Ankleshwar - 393002

We have examined the registers records books and papers of GUJARAT ORGANICS LIMITED as required to be maintained under the Companies Act 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2013 In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company its officers and agents we certify that in respect of the aforesaid financial year

1 The Company has kept and maintained the registers as stated in Annexure A to this certificate as per the provisions of the Act and the rules made thereunder and entries therein have been made

2 The company has filed the forms and returns as stated in Annexure B to this certificate with the Registrar of Companies Regional Director Central Government Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder

3 The Company being a Public Limited Company comments that a Private Limited Company has minimum prescribed paid-up capital maximum number of members invitation to public to subscribe for shares and acceptance of deposits from persons other than its members directors or their relatives are not required

4 The Board of Directors duly met 5 (Six) times on 28052012 10082012 0609201203112012 and on 08022013 in respect of which meetings notices were given and the proceedings were recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose(Two Circular resolutions were passed on 27062012 and 26092012

5 The Company closed its Register of Members from 16082012 to 25082012 and necessary compliance of Section 154 of the Act has been made

6 The annual general meeting for the financial year ended on 31 st March 2012 was held on 25092012 after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

7 One extra- ordinary General Meeting was held on 04092012 during the financial year after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

13 ~AT ORGANICS IJMITED

8 The Company has not advanced any loan to its Directors and or persons or firms or companies referred to in the Section 295 of the Act during the financial year

9 The Company has not entered into any contracts falling within the purview of Section 297 of the Act

10 The company has made necessary entries in the register maintained under section 301 of the Act

11 As there were no instances falling within the purview of Section 314 of the Act the company has not obtained any approvals from the Board of Directors members or the previous approval of the Central Government

12 The Company has not issued any duplicate share certificates during the financial year

13 There was no allotmenttransfertransmission of securities during the financial year

The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year

The Company was not required to post warrants to any member of the company as no dividend was declared during the financial year There were no unpaid dividends in the company

There are no unpaid dividends application money due for refund matured deposits matured debentures or the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years

The Company has generally complied with the reqUirements of section 217 of the Act

14 The Board of Directors of the Company is duly constituted and the appointment of Director has been duly made

15 The appointment of the Whole time Director has been made in compliance with the prOvisions of Section 269 read with Schedule XIII to the Act

16 The Company has not appointed any sole selling agents during the financial year

17 The Company was not required to obtain any approvals of the Central Government Company Law Board Regional Director Registrar andor such other authorities prescribed under the various provisions of the Act during the financial year

18 The directors have disclosed their interest in other firms companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder

19 The Company has not issued any shares debentures or securities during the financial year

20 The Company has not bought back any shares during the financial year

14 GHH RAT ORGANICS [ IMITED

21 The Company has redeemed 2000000 6 Non-Cumulative Redeemable Non-Convertible Preference Shares during the financial year

22 There were no transactions necessitating the company to keep in abeyance the rights to dividend rights shares and bonus shares pending registration of transfer of shares

23 The Company has complied with the provisions of sections 58A and 58M read with Companies (Acceptance of Deposit) Rules 1975 in respect of deposits accepted including unsecured loans taken during the year and the Company has filed the copy of statement in lieu of advertisement with the Registrar of Companies Ahmedabad The Company has also filed the return of deposit with the Registrar of Companies

24 The amount borrowed by the Company from directors members public financial institutions banks and others during the financial year ending 31 st March 2013 is within the borrowing limits of the company

25 The Company has made loans and investments in compliance with the provisions of the Act

26 The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office from one state to another during the year under scrutiny

27 The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny

28 The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny

29 The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny

30 The Company has not altered its Articles of Association during the year under scrutiny

31 We are informed that there were no prosecution initiated against or show cause notices received by the Company and no fines or penaLties or any other punishment was imposed on the company during the financial year for offences under the Act

32 The Company has not received any money as security from its employees during the financial year

33 The Company has deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary P N Parikh

C P No 1228

15 GIIARAT ORGANICS flMITEO

Annexure A

Statutory Registers as maintained by the Company

1 Register of Charges us 143 of the Act 2 Register of Members us 150 of the Act 3 Minutes Book of Board Meetings us 193 of the Act (In Loose leaf) 4 Minutes Book of General Meetings us 193 of the Act (In loose leaf) 5 Books of Accounts us 209 of the Act are being audited by the Statutory Auditors

of the Company 6 Register of Contracts us 301 of the Act 7 Register of particulars of Directors etc us 303 of the Act 8 Register of Disclosure of Interest us 301 of the Act 9 Register of Directors Shareholding us 307 of the Act

Other Registers

1 bull Attendance Register of Board Meetings 2 Attendance Register of General Meetings

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary PN Parikh

C P No 1228

16 GIUARAT ORGANICS I IMITED

Annexure 8

Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended on March 31 2013

i Form No Filed If delay No Sr For Date of I Whether

Return under in fiUng section

I filing bull filed within prescribed whether

time YesNo requisite addition

at fee paidI

I r YeslNo 19062012 YesAppointment NA

i 1 I Form 23C 1209(1 )(d)

of DH Zaveri a Co as Cost Auditors forI

the year 2012-13I

28062012 Yes NA

iReturn of58A2 Form 62

Deposits as on I Deposits

Return of I31032012 27082012 Yes NAResignation of3 Form 32 303

I Mr Hasit Dani as Managing Director and Appointment of Mr Arvind

Shah asI I Additional

Director of the Company wef

10082012 II I4 I 27082012 Yes NAChange in Form 32 303

Designation of Mr Arvind

Shah as Whole time Director

of the I Company wef

10082012 30082012 Yes NA192 Appointment5 Form 23

I of Mr Arvind Shah as Whole time Director

of the Company and payment of

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

GUJARAT ORGANICS LIMITED

flVE YEAR REVIEW

1

Rs in 000 except for per share data number of employees and ratios 2012-2013 I 2011-2012 2010-20112009-2010 2008-2009RESULTS FOR THE ACCOUNTING YEAR

Revenue Account 1 Gross Sales 403290 389512 312796485257 443355

414050 390149 356475 2883784548842 Net Sales

3_54 24_53 5831945 9933 Growth Rate I

106901 86058 677051 57473 44117 1

4 Other Income

5 Material Consumed

6 to Net Sales (52100)

7 Overheads

8 Profit I Loss Before Int Depreciation amp Tax (PEInT)

9 Interest and Financing Charges

10 Depreciation

11 Profitf(Loss) Before Taxes

Capital Account 1 Equity Share Capital

2 Preference Share Capital

3 Reserves and Surplus

4 Loan Fund

I 5 Fixed Assets (Net)

6 Investments

7 Net Current Assets

Per Share Data 1 Book Value (Rs)

Other Information

1 256099

5630

181973

123713

15788

17844

90081

2014

431558

142957

185287

182092

178675

2152

243895

5890

145734

110479

14362

15591

80526

2014

20000

338849

139955

163635

120388

189598

1692

242900

6226

118460

96494

16721

14601

65172

2014

20000

257602

125927

140117

76673

162117

1289

219096

6146

117276

77576

11877

14173

51526

2014

20000

193764

113621

136021

12814

153640

972

170326

5906

102899

59270

11415

13578

34277

2014

20000

142623

144121

141171

19545

118286

1 Number of Employee 110 114 97 99

718

101

2 GIlIARAT ORGANICS lIMITED

NOTICE

Notice is hereby given that the Thirty fifth ANNUAL GENERAL MEETING of the members of GUJARAT ORGANICS LIMITED will be held on Saturday the th day of September 2013 at 11 30 am at the Registered Office of the Company located at 1271 GIDC Industrial Estate Ankleshwar - 393 002 Gujarat to transact the following business

ORDINARY BUSINESS

1 To receive consider and adopt the accounts for the year ended 31 st March 2013 together with the Reports of the Board of Directors and Auditors thereon

2 To appoint a Director in place of Mr Ashwin S Dani who retires by rotation and being eligible offers himself for re- appOintment

3 To appoint a Director in place of Mr Mahendra Chhotalal Sheth who retires by rotation and being eligible offers himself for reo appointment

4 To appoint Mis Deepak Shah amp Co Chartered Accountants as the Auditors of the Company and to fix their remuneration 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 Mis Deepak Shah amp Co Chartered Accountants (Registration No 102249W) be and is hereby appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such terms and conditions as to remuneration as shall be fixed by the Board of directors and Auditors mutually

SPECIAL BUSINESS

5 To consider and if thought fit to pass with or without modification(s the following Resolution as an Ordinary Resolution

RESOLVED THAT Mr Hasit A Dani who was appointed as an Additional Director by the Board of Directors of the Company at their meeting held on 27th May 2013 pursuant to Section 260 of the Companies Act 1956 and Article 107 of the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting and for the appointment of whom the Company has received a notice under Section 257 of the said Act from a shareholder proposing the candidature of Mr Hasit A Dani for the office of a Director of the Company be and is hereby appointed as Director of the Company

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC AnkLeshwar - 393002 GUjarat

PLace Mumbai Ashwin S Dani Date 27th May 2013 Chairman

3 GJlTARAT ORGANICS lIMITED

NOTES

a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING MAY APPOINT A PROXY TO ATTEND AND ON A POLL VOTE INSTEAD OF HIMSELFHERSELF A PROXY NEED NOT BE A MEMBER PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY AT ITS REGISTERED OFFICE NOT LATER THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING

b) The Register of Members and Share Transfer Books of the Company wilt remain closed 29 thfrom Thursday August 2013 to Saturday 7th September 2013 (both days

inclusive)

c) The Companys equity shares are listed on The Bombay Stock Exchange and the listing fees for the year 2012- 2013 and 2013- 2014 has been paid in fulL

d) The relative explanatory statement in respect of the special business at item no 5 above is annexed hereto

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate I GIDC Ankleshwar 393002 Gujarat

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

4 GIiJARAT ORGANICS lIMITED

ANNEXU RE TO NOTICE Explanatory statement Under Section 173 of the Companies Act 1956

The following explanatory statement sets out all material facts relating to Special Business of the accompanying Notice of the Annual General Meeting to be held on 7th September 2013

Item No5

The Board of Directors at their meeting held on 27th May 2013 had appointed Mr Hasit A Dani as an Additional Director pursuant to Section 260 of the Companies Act 1956 and pursuant to Article 107 of the Articles of Association of the Company Mr Hasit A Dani holds office upto the date of the ensuing Annual General Meeting The Company has received notice pursuant to Section 257 of the Companies Act 1956 from member proposing the appointment of Mr Hasit A Dani as a Director along with the required deposit amount

A brief profile of Mr Hasit A Dani is as under

Mr Hasit A Dani holds a Bachelors Degree in Business Administration from University of Massachussetts and Masters Degree from University of Pittsburgh USA He has working experience in General Administration having worked with Asian Paints Limited Mr Hasit Dani presently holds 100 shares in the Company

The Board of Directors is of the opinion that the appointment of Mr Hasit Dani shall be beneficial to the Company and to its shareholders The Board of Directors therefore propose his appointment as the director and recommend the resolution as set out in item no 5 for the approval of the shareholders at the ensuing Annual General Meeting

Except Mr Ashwin S Dani and Mr Jalaj A Dani none of the directors of the Company may deemed to be interested concerned in the resolution at item no 5 of this Notice

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC Ankleshwar - 393002 Gujarat

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

--

5 GI1HBAT ORGANICS lIMITED

DIRECTORS REPORT

The Directors hereby present their Thirty Fifth Annual Report on the business and operations of the Company and the FinanciaL Accounts for the year ended 31 st March 2013

FINANCIAL RESULTS Given below are the financial results for the year ended 31 st March 2013

(Rs in lacs) IPARTICULARS

2012- 13 2011- 12 Growth Revenue from operations 454884 414050 986 [

Profit before Depreciation Interest amp 1198 I Tax 123712 1104 79

1 rLess Depreciation 17841 15591 1443 I

15788i Finance cost 14362 993 i I (4063)Deferred Tax Assets (561) I 62424 I 000 000 IProvision for Tax

94146 81086 1611II Profit (Loss) after Taxes IIBalance brought forward from previous

year 145085 638381 i

r

(641)~Add Prior Period adjustments (Net) 161 I Less Short Prov of Taxes of earlier

II years 009 --I i Less Transferred to General Reserve -I Balance Carried to Balance Sheet 238581 145085 I I

i

OPERATIONS

Net Sales for the year 2012-2013 increased to Rs454884 lacs from Rs414050 lacs in the previous year- a growth of 986

In the quantitative terms Sates for the year ending March 2013 was more or less same as in the corresponding period of the previous year due to enforced blanket restriction on expansion

Profit during the year after interest depreciation and taxation was Rs94146 lacs as against 81086 lacs for the corresponding previous year

OUTLOOK

Prices of Raw Materials were on rising trend and fluctuated widely but we were able to keep under control our average purchase prices for the year

Cost of utility particularly Gas has substantially gone up during the year It has gone up from average rate of Rs2115 per SCM in 11-12 to Rs3059 per SCM in 12-13 increase of 4454 Also the power has gone up from average rate of Rs637 per Unit in 11middot12 to Rs 712 per Unit in 12-13 increase of 1177

Cost of Labour had also gone up due to increase in Minimum wages by 1011 as compared to last year

Also general inflation was at all time high This all had impact on our Margins

6 GlJARAT ORGASTCS I [MITED

FINANCE

Total fixed deposit repaid during the year 2012-2013 was Rs 19207 Lacs No fixed deposit which was claimed remained unpaid

EXPORTS

Exports has increased by 1507 from Rs 1924 Lacs to Rs2214 Lacs

SUBSIDIARIES

The Board of Directors vide their meeting held on 10th August 2012 had approved the sale of investments in shares of its subsidiary company namely Vijal Holding and Trading Company Private Limited AccordingLy on compLetion of the aforesaid transaction on 14th August 2012 Vijal Holding and Trading Company Private Limited ceased to exist as the subsidiary of the Company In view of the same henceforth the Company is not required to submit Consolidated Financial statement of accounts as the Company has no other subsidiary

VARIATION OF RIGHTS AND REDEMPTION OF PREFERENCE SHARES

The Board of Directors after obtaining consent of preferenceholders on 21 st August 2012 varied terms attached to 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) of your Company The Company had revised varied the said terms with respect to minimum notice of one week in relation to redemption terms altering the nature of instrument from Cumulative to Non- Cumulative as well as waiver of dividend entitlement Thereby on 6th September 2012 the Company redeemed the said preference shares

DIRECTORS

a) Directors retiring by rotation

In accordance with the requirement of the Companies Act 1956 and as per the Articles of Association of the Company Mr Ashwin S Dani and Mr Mahendra Chhotalal Sheth are liable to retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting A brief resume of the aforesaid directors and other relevant information have been covered in the Notice convening the Annual General Meeting

b) Resignation of Managing Director

10thThe Board of Directors at their Meeting held on August 2012 accepted the resignation of Mr Hasit A Dani as the Director and Managing Director of the Company The Board has placed on its record a deep sense of appreciation for the valuable contributions rendered by Mr Hasit A Dani

c) Appointment of Whole time Director

The Board appointed Mr Arvind R Shah as an Additional Director in accordance with 10thSection 260 of the Companies Act 1956 with effect from August 2012 and

as Whole time Director for a period of five years with effect from 10th August 2012 to 9th August 2017

7 GI iJARAT ORGANICS LIMITED

d) Regularization of Additional Director

Mr Hasit A Dani was appointed as an Additional Director of the company with effect from 27th May 2013 Mr Hasit Dani holds office upto the date of the ensuing Annual General Meeting and is eligible for appointment as the director Your Directors recommend his appointment as a director of your company

AUDITORS

Mis Deepak Shah amp Co Chartered Accountants the present Statutory Auditors of the Company holds office untit the conclusion of the ensuing Annual General Meeting It is proposed to re -appoint them as the Statutory Auditors of the Company until the conclusion of next Annual General Meeting Mis Deepak Shah amp Co have under Section 224(1) of the Companies Act 1956 furnished the certificate of their eligibility for re-appointment

COST AUDITORS

The Cost Compliance Report of the Company issued by Mr Suresh D Shenoy Cost Accountant Mumbai pursuant to the Notifications issued by Ministry of Corporate Affairs on Companies (Cost Accounting Records) Rules 2011 for the FY 2011-12 was duly submitted on 15th December 2012

Pursuant to the Cost Audit Branch Order No 52126CABmiddot2010 dated 06112012 your Board of Directors have re-appointed Mr D H Zaveri Cost Accountant Mumbai as the Cost Auditor of your Company for the financial year 2013-14 to conduct the audit of the cost records of the Company Further the Cost Audit report for the FY 2012-13 is due on 27th September 2013

PERSONNEL

None of the Employees employed throughoutpart of the financial year ended 31 st March 2013 was in receipt of remuneration exceeding the limits laid down under the provisions of Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975

RESEARCH a DEVELOPMENT AND ENERGY CONSERVATION

Your Company continued according to the priority to safety and environment controls at all the levels of the factory Your Company complied with the norms and specifications by sending samples of treated effluents regularly to the concerned authorities

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1 He) of the Companies Act 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988 are given in Annexure forming part of this Report

FOREIGN EXCHANGE EARN ING AND OUTGO

The details of foreign exchange earnings and outgo have been given in the notes on accounts to the Statement of Profit and Loss and the Balance Sheet

8 GJIARAT ORGANICS IIMITED

CORPORATE SOCIAL RESPONSIBILITY

Your Company is a responsible corporate citizen and strives to give back to the community it operates in The Corporate SociaL initiatives which the Company has identified and implemented during the financial year 2012middot 2013 are as under

(i) During the year 98 Self Help Groups (USHG) were organized with 1327 women members that covered 25 villages of Ankleshwar Taluka Around 172 members of SHG individually started income generation activities at project villages With the timely help received from SHGs many members were able to solve their various problems relating to education marriage housing 8 other basic necessities etc

(li) With help of Gujarat Agro Industries Corporation SHG had introduced HDPE bio gas plant for energy self-sufficiency at village level For the best and efficient utilization of most valuable resource of the village ie water SHG had introduced micro irrigation system for its members who do farming with the help of Mis Pragon Micro Irrigation System Ltd

(iii) Various skills enhancement trainings related to health laws agriculture entrepreneurship development etc were given during the year 42 such trainings covering all the SHGs were conducted during the year

(iv) SHG had co-ordinated with Government Semi Government and its departments private institutes for the purpose of various social security measures like providing monthly pension to widow members of SHGs providing low cost life insurance coverage from L1C granting low cost health insurance and personal accident insurance from Oriental Insurance Co Ltd

(v) To provide strong and continuous support for livelihood enhancement SHG had built a strong and positive partnership with the following institutions

(a) District Industrial Centre (DIC) for grants to support income generative activities of SHG members

(b) ATMA (Agriculture Technology Management Agency) project for agriculture related trainings and inputs

(c) Gujarat Handloom and Handicrafts Corporation Gandhinagar for skill upshygradation in handicrafts skills

(d) Yuva Parivartan program for skill up-gradation in garment and other skills

DIRECTORS RESPONSIBILITY STATEMENT

Pursuance to Section 217 (2M) of the Companies Act 1956 the Directors based on the representation received from the management confirm that

a) the Company has in the preparation of the annual accounts followed the applicable accounting standards along with proper explanation relating to material departures if any

b) they 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 the end of financial year and of the profit of your Company for that year

9 GIIARAT ORGANICS I IMITEO

c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities and

d) they have prepared the annual accounts for the year ended 31 st March 2013 on a going concern basis

ACKNOWLEDGMENTS

Your Directors wish to record their appreciation of the continued co-operation and assistance received by the Company from Financial Institutions Bankers and Staff

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC Ankleshwar - 393002 Gujarat

Place Mumbai Ashwin S Dani Date 2th May 2013 Chairman

10 GIHRAT ORGASICS I 1JIITED

ANNEXURE TO DIRECTORS REPORT

Disclosure of particulars with respect to Conservation of Energy Technology Absorption Foreign Exchange Earnings and outgo as required under the Companies (Disclosure of Particulars in the Report of Broad of Directors) Rules 1988 and formfng part of the Report of the Board of Directors for the year ended 31 st March 2013

FORMA

A POWER AND FUEL CONSUMPTION

i 2012-13 2011-12 11 Electricitv

I Purchased Unit (KWH) 4803100 4099268 I Total amount (Rs in Lacs) 34195 260960 I RateUnit (Rs) 712 637I

2 Diesel Quantity (K Litres) - I - I

Total amount (Rs In Lacs) - i - I i

Rate Unit (Rs) - bull I 3 Gas I

Quantity (SCM) 1467985 1313175 I Total amount (Rs in Lacs) 44874 27770 i

Rate Unit (Rs) 3057 2115 4 Furnace Oil I

Quantity (KLitres) _ l

TotaL amount (Rs in Lacs) - i Rate Unit (Rs) - -

5 Captive Power Generation I

Through Natural Gas i

Quantity 130512 216924 i

I Unit per SM3 250 I 250 Rate Unit [Rs] 1190 782

B CONSUMPTION PER UNIT OF PRODUCTION

Electricity

2012shy 2011shy13 12

Rs Rs

Diesel

2012shy I 2011shy13 12

Rs i Rs

I

i

Gas (Natural)

2012shy 2011 13 -12

Rs Rs

i Furnace

Oil I

12012- 2011shy13 i 12

Rs Rs

i

ParaOrtho Hydroxy Benzoic Acid amp Derivatives

1440

I

1110 006 - 1889 1182 -

I

002 I I

I I

11 GIJARAT ORGANICS I IMInO

FORMB

Disclosure of Particulars with respect to Technology Absorption

Research and Development (R 8 D)

1 Specific areas in which the Company carries out RampD The RampD activities of the Company pertain to

- Development of new products -- Up gradation of existing products amp technoLogies for improvement in Quality

and minimizing cost by better yields amp reducing cycle time Improvement in process technology -- Reduction in process time

2 Benefits derived as a result of above RampD -- Improvement in quality of the products -- Consistency in quality of the products

3 Expenditure on RampD during the financiaL year is as follows [Rs in lacs]

2012-13 2011-12 1

I (a) Capital I 136 bull (b) Recurring 541 i 475

I I Total RampD Expenditure I 541 I 611I (As a to Turnover) I 010 i 015 I

1

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The Company has not incurred any expenditure for import of technology for its products The thrust is to reduce the cost of production by further improving upon the indigenous technology and reduce process cycle time

FORMC

Disclosure of particulars with respect to foreign exchange earnings and Outgo [Rs in Lacs]

~~~~~~~~~________~____~20~1~2~-1~3~1______~2~011-12i I (a) Earnings in Foreign Exchange 212163 I 183041 I utraquo Expenditure in Foreign Exchange ____~2884 i 3043 i__L

By Order of the Board For GUJARAT ORGANICS LIMITED

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

12 GIflARAT ORGANICS lIMITED

CIN No L99999GJ1978PLC022924 Authorised Capital Rs 50400000shy

Compliance Certificate

To The Members GUJARAT ORGANICS LIMITED Plot No 127 1 G t D C Industrial Estate Ankleshwar - 393002

We have examined the registers records books and papers of GUJARAT ORGANICS LIMITED as required to be maintained under the Companies Act 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2013 In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company its officers and agents we certify that in respect of the aforesaid financial year

1 The Company has kept and maintained the registers as stated in Annexure A to this certificate as per the provisions of the Act and the rules made thereunder and entries therein have been made

2 The company has filed the forms and returns as stated in Annexure B to this certificate with the Registrar of Companies Regional Director Central Government Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder

3 The Company being a Public Limited Company comments that a Private Limited Company has minimum prescribed paid-up capital maximum number of members invitation to public to subscribe for shares and acceptance of deposits from persons other than its members directors or their relatives are not required

4 The Board of Directors duly met 5 (Six) times on 28052012 10082012 0609201203112012 and on 08022013 in respect of which meetings notices were given and the proceedings were recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose(Two Circular resolutions were passed on 27062012 and 26092012

5 The Company closed its Register of Members from 16082012 to 25082012 and necessary compliance of Section 154 of the Act has been made

6 The annual general meeting for the financial year ended on 31 st March 2012 was held on 25092012 after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

7 One extra- ordinary General Meeting was held on 04092012 during the financial year after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

13 ~AT ORGANICS IJMITED

8 The Company has not advanced any loan to its Directors and or persons or firms or companies referred to in the Section 295 of the Act during the financial year

9 The Company has not entered into any contracts falling within the purview of Section 297 of the Act

10 The company has made necessary entries in the register maintained under section 301 of the Act

11 As there were no instances falling within the purview of Section 314 of the Act the company has not obtained any approvals from the Board of Directors members or the previous approval of the Central Government

12 The Company has not issued any duplicate share certificates during the financial year

13 There was no allotmenttransfertransmission of securities during the financial year

The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year

The Company was not required to post warrants to any member of the company as no dividend was declared during the financial year There were no unpaid dividends in the company

There are no unpaid dividends application money due for refund matured deposits matured debentures or the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years

The Company has generally complied with the reqUirements of section 217 of the Act

14 The Board of Directors of the Company is duly constituted and the appointment of Director has been duly made

15 The appointment of the Whole time Director has been made in compliance with the prOvisions of Section 269 read with Schedule XIII to the Act

16 The Company has not appointed any sole selling agents during the financial year

17 The Company was not required to obtain any approvals of the Central Government Company Law Board Regional Director Registrar andor such other authorities prescribed under the various provisions of the Act during the financial year

18 The directors have disclosed their interest in other firms companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder

19 The Company has not issued any shares debentures or securities during the financial year

20 The Company has not bought back any shares during the financial year

14 GHH RAT ORGANICS [ IMITED

21 The Company has redeemed 2000000 6 Non-Cumulative Redeemable Non-Convertible Preference Shares during the financial year

22 There were no transactions necessitating the company to keep in abeyance the rights to dividend rights shares and bonus shares pending registration of transfer of shares

23 The Company has complied with the provisions of sections 58A and 58M read with Companies (Acceptance of Deposit) Rules 1975 in respect of deposits accepted including unsecured loans taken during the year and the Company has filed the copy of statement in lieu of advertisement with the Registrar of Companies Ahmedabad The Company has also filed the return of deposit with the Registrar of Companies

24 The amount borrowed by the Company from directors members public financial institutions banks and others during the financial year ending 31 st March 2013 is within the borrowing limits of the company

25 The Company has made loans and investments in compliance with the provisions of the Act

26 The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office from one state to another during the year under scrutiny

27 The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny

28 The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny

29 The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny

30 The Company has not altered its Articles of Association during the year under scrutiny

31 We are informed that there were no prosecution initiated against or show cause notices received by the Company and no fines or penaLties or any other punishment was imposed on the company during the financial year for offences under the Act

32 The Company has not received any money as security from its employees during the financial year

33 The Company has deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary P N Parikh

C P No 1228

15 GIIARAT ORGANICS flMITEO

Annexure A

Statutory Registers as maintained by the Company

1 Register of Charges us 143 of the Act 2 Register of Members us 150 of the Act 3 Minutes Book of Board Meetings us 193 of the Act (In Loose leaf) 4 Minutes Book of General Meetings us 193 of the Act (In loose leaf) 5 Books of Accounts us 209 of the Act are being audited by the Statutory Auditors

of the Company 6 Register of Contracts us 301 of the Act 7 Register of particulars of Directors etc us 303 of the Act 8 Register of Disclosure of Interest us 301 of the Act 9 Register of Directors Shareholding us 307 of the Act

Other Registers

1 bull Attendance Register of Board Meetings 2 Attendance Register of General Meetings

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary PN Parikh

C P No 1228

16 GIUARAT ORGANICS I IMITED

Annexure 8

Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended on March 31 2013

i Form No Filed If delay No Sr For Date of I Whether

Return under in fiUng section

I filing bull filed within prescribed whether

time YesNo requisite addition

at fee paidI

I r YeslNo 19062012 YesAppointment NA

i 1 I Form 23C 1209(1 )(d)

of DH Zaveri a Co as Cost Auditors forI

the year 2012-13I

28062012 Yes NA

iReturn of58A2 Form 62

Deposits as on I Deposits

Return of I31032012 27082012 Yes NAResignation of3 Form 32 303

I Mr Hasit Dani as Managing Director and Appointment of Mr Arvind

Shah asI I Additional

Director of the Company wef

10082012 II I4 I 27082012 Yes NAChange in Form 32 303

Designation of Mr Arvind

Shah as Whole time Director

of the I Company wef

10082012 30082012 Yes NA192 Appointment5 Form 23

I of Mr Arvind Shah as Whole time Director

of the Company and payment of

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

2 GIlIARAT ORGANICS lIMITED

NOTICE

Notice is hereby given that the Thirty fifth ANNUAL GENERAL MEETING of the members of GUJARAT ORGANICS LIMITED will be held on Saturday the th day of September 2013 at 11 30 am at the Registered Office of the Company located at 1271 GIDC Industrial Estate Ankleshwar - 393 002 Gujarat to transact the following business

ORDINARY BUSINESS

1 To receive consider and adopt the accounts for the year ended 31 st March 2013 together with the Reports of the Board of Directors and Auditors thereon

2 To appoint a Director in place of Mr Ashwin S Dani who retires by rotation and being eligible offers himself for re- appOintment

3 To appoint a Director in place of Mr Mahendra Chhotalal Sheth who retires by rotation and being eligible offers himself for reo appointment

4 To appoint Mis Deepak Shah amp Co Chartered Accountants as the Auditors of the Company and to fix their remuneration 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 Mis Deepak Shah amp Co Chartered Accountants (Registration No 102249W) be and is hereby appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such terms and conditions as to remuneration as shall be fixed by the Board of directors and Auditors mutually

SPECIAL BUSINESS

5 To consider and if thought fit to pass with or without modification(s the following Resolution as an Ordinary Resolution

RESOLVED THAT Mr Hasit A Dani who was appointed as an Additional Director by the Board of Directors of the Company at their meeting held on 27th May 2013 pursuant to Section 260 of the Companies Act 1956 and Article 107 of the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting and for the appointment of whom the Company has received a notice under Section 257 of the said Act from a shareholder proposing the candidature of Mr Hasit A Dani for the office of a Director of the Company be and is hereby appointed as Director of the Company

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC AnkLeshwar - 393002 GUjarat

PLace Mumbai Ashwin S Dani Date 27th May 2013 Chairman

3 GJlTARAT ORGANICS lIMITED

NOTES

a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING MAY APPOINT A PROXY TO ATTEND AND ON A POLL VOTE INSTEAD OF HIMSELFHERSELF A PROXY NEED NOT BE A MEMBER PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY AT ITS REGISTERED OFFICE NOT LATER THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING

b) The Register of Members and Share Transfer Books of the Company wilt remain closed 29 thfrom Thursday August 2013 to Saturday 7th September 2013 (both days

inclusive)

c) The Companys equity shares are listed on The Bombay Stock Exchange and the listing fees for the year 2012- 2013 and 2013- 2014 has been paid in fulL

d) The relative explanatory statement in respect of the special business at item no 5 above is annexed hereto

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate I GIDC Ankleshwar 393002 Gujarat

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

4 GIiJARAT ORGANICS lIMITED

ANNEXU RE TO NOTICE Explanatory statement Under Section 173 of the Companies Act 1956

The following explanatory statement sets out all material facts relating to Special Business of the accompanying Notice of the Annual General Meeting to be held on 7th September 2013

Item No5

The Board of Directors at their meeting held on 27th May 2013 had appointed Mr Hasit A Dani as an Additional Director pursuant to Section 260 of the Companies Act 1956 and pursuant to Article 107 of the Articles of Association of the Company Mr Hasit A Dani holds office upto the date of the ensuing Annual General Meeting The Company has received notice pursuant to Section 257 of the Companies Act 1956 from member proposing the appointment of Mr Hasit A Dani as a Director along with the required deposit amount

A brief profile of Mr Hasit A Dani is as under

Mr Hasit A Dani holds a Bachelors Degree in Business Administration from University of Massachussetts and Masters Degree from University of Pittsburgh USA He has working experience in General Administration having worked with Asian Paints Limited Mr Hasit Dani presently holds 100 shares in the Company

The Board of Directors is of the opinion that the appointment of Mr Hasit Dani shall be beneficial to the Company and to its shareholders The Board of Directors therefore propose his appointment as the director and recommend the resolution as set out in item no 5 for the approval of the shareholders at the ensuing Annual General Meeting

Except Mr Ashwin S Dani and Mr Jalaj A Dani none of the directors of the Company may deemed to be interested concerned in the resolution at item no 5 of this Notice

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC Ankleshwar - 393002 Gujarat

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

--

5 GI1HBAT ORGANICS lIMITED

DIRECTORS REPORT

The Directors hereby present their Thirty Fifth Annual Report on the business and operations of the Company and the FinanciaL Accounts for the year ended 31 st March 2013

FINANCIAL RESULTS Given below are the financial results for the year ended 31 st March 2013

(Rs in lacs) IPARTICULARS

2012- 13 2011- 12 Growth Revenue from operations 454884 414050 986 [

Profit before Depreciation Interest amp 1198 I Tax 123712 1104 79

1 rLess Depreciation 17841 15591 1443 I

15788i Finance cost 14362 993 i I (4063)Deferred Tax Assets (561) I 62424 I 000 000 IProvision for Tax

94146 81086 1611II Profit (Loss) after Taxes IIBalance brought forward from previous

year 145085 638381 i

r

(641)~Add Prior Period adjustments (Net) 161 I Less Short Prov of Taxes of earlier

II years 009 --I i Less Transferred to General Reserve -I Balance Carried to Balance Sheet 238581 145085 I I

i

OPERATIONS

Net Sales for the year 2012-2013 increased to Rs454884 lacs from Rs414050 lacs in the previous year- a growth of 986

In the quantitative terms Sates for the year ending March 2013 was more or less same as in the corresponding period of the previous year due to enforced blanket restriction on expansion

Profit during the year after interest depreciation and taxation was Rs94146 lacs as against 81086 lacs for the corresponding previous year

OUTLOOK

Prices of Raw Materials were on rising trend and fluctuated widely but we were able to keep under control our average purchase prices for the year

Cost of utility particularly Gas has substantially gone up during the year It has gone up from average rate of Rs2115 per SCM in 11-12 to Rs3059 per SCM in 12-13 increase of 4454 Also the power has gone up from average rate of Rs637 per Unit in 11middot12 to Rs 712 per Unit in 12-13 increase of 1177

Cost of Labour had also gone up due to increase in Minimum wages by 1011 as compared to last year

Also general inflation was at all time high This all had impact on our Margins

6 GlJARAT ORGASTCS I [MITED

FINANCE

Total fixed deposit repaid during the year 2012-2013 was Rs 19207 Lacs No fixed deposit which was claimed remained unpaid

EXPORTS

Exports has increased by 1507 from Rs 1924 Lacs to Rs2214 Lacs

SUBSIDIARIES

The Board of Directors vide their meeting held on 10th August 2012 had approved the sale of investments in shares of its subsidiary company namely Vijal Holding and Trading Company Private Limited AccordingLy on compLetion of the aforesaid transaction on 14th August 2012 Vijal Holding and Trading Company Private Limited ceased to exist as the subsidiary of the Company In view of the same henceforth the Company is not required to submit Consolidated Financial statement of accounts as the Company has no other subsidiary

VARIATION OF RIGHTS AND REDEMPTION OF PREFERENCE SHARES

The Board of Directors after obtaining consent of preferenceholders on 21 st August 2012 varied terms attached to 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) of your Company The Company had revised varied the said terms with respect to minimum notice of one week in relation to redemption terms altering the nature of instrument from Cumulative to Non- Cumulative as well as waiver of dividend entitlement Thereby on 6th September 2012 the Company redeemed the said preference shares

DIRECTORS

a) Directors retiring by rotation

In accordance with the requirement of the Companies Act 1956 and as per the Articles of Association of the Company Mr Ashwin S Dani and Mr Mahendra Chhotalal Sheth are liable to retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting A brief resume of the aforesaid directors and other relevant information have been covered in the Notice convening the Annual General Meeting

b) Resignation of Managing Director

10thThe Board of Directors at their Meeting held on August 2012 accepted the resignation of Mr Hasit A Dani as the Director and Managing Director of the Company The Board has placed on its record a deep sense of appreciation for the valuable contributions rendered by Mr Hasit A Dani

c) Appointment of Whole time Director

The Board appointed Mr Arvind R Shah as an Additional Director in accordance with 10thSection 260 of the Companies Act 1956 with effect from August 2012 and

as Whole time Director for a period of five years with effect from 10th August 2012 to 9th August 2017

7 GI iJARAT ORGANICS LIMITED

d) Regularization of Additional Director

Mr Hasit A Dani was appointed as an Additional Director of the company with effect from 27th May 2013 Mr Hasit Dani holds office upto the date of the ensuing Annual General Meeting and is eligible for appointment as the director Your Directors recommend his appointment as a director of your company

AUDITORS

Mis Deepak Shah amp Co Chartered Accountants the present Statutory Auditors of the Company holds office untit the conclusion of the ensuing Annual General Meeting It is proposed to re -appoint them as the Statutory Auditors of the Company until the conclusion of next Annual General Meeting Mis Deepak Shah amp Co have under Section 224(1) of the Companies Act 1956 furnished the certificate of their eligibility for re-appointment

COST AUDITORS

The Cost Compliance Report of the Company issued by Mr Suresh D Shenoy Cost Accountant Mumbai pursuant to the Notifications issued by Ministry of Corporate Affairs on Companies (Cost Accounting Records) Rules 2011 for the FY 2011-12 was duly submitted on 15th December 2012

Pursuant to the Cost Audit Branch Order No 52126CABmiddot2010 dated 06112012 your Board of Directors have re-appointed Mr D H Zaveri Cost Accountant Mumbai as the Cost Auditor of your Company for the financial year 2013-14 to conduct the audit of the cost records of the Company Further the Cost Audit report for the FY 2012-13 is due on 27th September 2013

PERSONNEL

None of the Employees employed throughoutpart of the financial year ended 31 st March 2013 was in receipt of remuneration exceeding the limits laid down under the provisions of Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975

RESEARCH a DEVELOPMENT AND ENERGY CONSERVATION

Your Company continued according to the priority to safety and environment controls at all the levels of the factory Your Company complied with the norms and specifications by sending samples of treated effluents regularly to the concerned authorities

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1 He) of the Companies Act 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988 are given in Annexure forming part of this Report

FOREIGN EXCHANGE EARN ING AND OUTGO

The details of foreign exchange earnings and outgo have been given in the notes on accounts to the Statement of Profit and Loss and the Balance Sheet

8 GJIARAT ORGANICS IIMITED

CORPORATE SOCIAL RESPONSIBILITY

Your Company is a responsible corporate citizen and strives to give back to the community it operates in The Corporate SociaL initiatives which the Company has identified and implemented during the financial year 2012middot 2013 are as under

(i) During the year 98 Self Help Groups (USHG) were organized with 1327 women members that covered 25 villages of Ankleshwar Taluka Around 172 members of SHG individually started income generation activities at project villages With the timely help received from SHGs many members were able to solve their various problems relating to education marriage housing 8 other basic necessities etc

(li) With help of Gujarat Agro Industries Corporation SHG had introduced HDPE bio gas plant for energy self-sufficiency at village level For the best and efficient utilization of most valuable resource of the village ie water SHG had introduced micro irrigation system for its members who do farming with the help of Mis Pragon Micro Irrigation System Ltd

(iii) Various skills enhancement trainings related to health laws agriculture entrepreneurship development etc were given during the year 42 such trainings covering all the SHGs were conducted during the year

(iv) SHG had co-ordinated with Government Semi Government and its departments private institutes for the purpose of various social security measures like providing monthly pension to widow members of SHGs providing low cost life insurance coverage from L1C granting low cost health insurance and personal accident insurance from Oriental Insurance Co Ltd

(v) To provide strong and continuous support for livelihood enhancement SHG had built a strong and positive partnership with the following institutions

(a) District Industrial Centre (DIC) for grants to support income generative activities of SHG members

(b) ATMA (Agriculture Technology Management Agency) project for agriculture related trainings and inputs

(c) Gujarat Handloom and Handicrafts Corporation Gandhinagar for skill upshygradation in handicrafts skills

(d) Yuva Parivartan program for skill up-gradation in garment and other skills

DIRECTORS RESPONSIBILITY STATEMENT

Pursuance to Section 217 (2M) of the Companies Act 1956 the Directors based on the representation received from the management confirm that

a) the Company has in the preparation of the annual accounts followed the applicable accounting standards along with proper explanation relating to material departures if any

b) they 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 the end of financial year and of the profit of your Company for that year

9 GIIARAT ORGANICS I IMITEO

c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities and

d) they have prepared the annual accounts for the year ended 31 st March 2013 on a going concern basis

ACKNOWLEDGMENTS

Your Directors wish to record their appreciation of the continued co-operation and assistance received by the Company from Financial Institutions Bankers and Staff

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC Ankleshwar - 393002 Gujarat

Place Mumbai Ashwin S Dani Date 2th May 2013 Chairman

10 GIHRAT ORGASICS I 1JIITED

ANNEXURE TO DIRECTORS REPORT

Disclosure of particulars with respect to Conservation of Energy Technology Absorption Foreign Exchange Earnings and outgo as required under the Companies (Disclosure of Particulars in the Report of Broad of Directors) Rules 1988 and formfng part of the Report of the Board of Directors for the year ended 31 st March 2013

FORMA

A POWER AND FUEL CONSUMPTION

i 2012-13 2011-12 11 Electricitv

I Purchased Unit (KWH) 4803100 4099268 I Total amount (Rs in Lacs) 34195 260960 I RateUnit (Rs) 712 637I

2 Diesel Quantity (K Litres) - I - I

Total amount (Rs In Lacs) - i - I i

Rate Unit (Rs) - bull I 3 Gas I

Quantity (SCM) 1467985 1313175 I Total amount (Rs in Lacs) 44874 27770 i

Rate Unit (Rs) 3057 2115 4 Furnace Oil I

Quantity (KLitres) _ l

TotaL amount (Rs in Lacs) - i Rate Unit (Rs) - -

5 Captive Power Generation I

Through Natural Gas i

Quantity 130512 216924 i

I Unit per SM3 250 I 250 Rate Unit [Rs] 1190 782

B CONSUMPTION PER UNIT OF PRODUCTION

Electricity

2012shy 2011shy13 12

Rs Rs

Diesel

2012shy I 2011shy13 12

Rs i Rs

I

i

Gas (Natural)

2012shy 2011 13 -12

Rs Rs

i Furnace

Oil I

12012- 2011shy13 i 12

Rs Rs

i

ParaOrtho Hydroxy Benzoic Acid amp Derivatives

1440

I

1110 006 - 1889 1182 -

I

002 I I

I I

11 GIJARAT ORGANICS I IMInO

FORMB

Disclosure of Particulars with respect to Technology Absorption

Research and Development (R 8 D)

1 Specific areas in which the Company carries out RampD The RampD activities of the Company pertain to

- Development of new products -- Up gradation of existing products amp technoLogies for improvement in Quality

and minimizing cost by better yields amp reducing cycle time Improvement in process technology -- Reduction in process time

2 Benefits derived as a result of above RampD -- Improvement in quality of the products -- Consistency in quality of the products

3 Expenditure on RampD during the financiaL year is as follows [Rs in lacs]

2012-13 2011-12 1

I (a) Capital I 136 bull (b) Recurring 541 i 475

I I Total RampD Expenditure I 541 I 611I (As a to Turnover) I 010 i 015 I

1

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The Company has not incurred any expenditure for import of technology for its products The thrust is to reduce the cost of production by further improving upon the indigenous technology and reduce process cycle time

FORMC

Disclosure of particulars with respect to foreign exchange earnings and Outgo [Rs in Lacs]

~~~~~~~~~________~____~20~1~2~-1~3~1______~2~011-12i I (a) Earnings in Foreign Exchange 212163 I 183041 I utraquo Expenditure in Foreign Exchange ____~2884 i 3043 i__L

By Order of the Board For GUJARAT ORGANICS LIMITED

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

12 GIflARAT ORGANICS lIMITED

CIN No L99999GJ1978PLC022924 Authorised Capital Rs 50400000shy

Compliance Certificate

To The Members GUJARAT ORGANICS LIMITED Plot No 127 1 G t D C Industrial Estate Ankleshwar - 393002

We have examined the registers records books and papers of GUJARAT ORGANICS LIMITED as required to be maintained under the Companies Act 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2013 In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company its officers and agents we certify that in respect of the aforesaid financial year

1 The Company has kept and maintained the registers as stated in Annexure A to this certificate as per the provisions of the Act and the rules made thereunder and entries therein have been made

2 The company has filed the forms and returns as stated in Annexure B to this certificate with the Registrar of Companies Regional Director Central Government Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder

3 The Company being a Public Limited Company comments that a Private Limited Company has minimum prescribed paid-up capital maximum number of members invitation to public to subscribe for shares and acceptance of deposits from persons other than its members directors or their relatives are not required

4 The Board of Directors duly met 5 (Six) times on 28052012 10082012 0609201203112012 and on 08022013 in respect of which meetings notices were given and the proceedings were recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose(Two Circular resolutions were passed on 27062012 and 26092012

5 The Company closed its Register of Members from 16082012 to 25082012 and necessary compliance of Section 154 of the Act has been made

6 The annual general meeting for the financial year ended on 31 st March 2012 was held on 25092012 after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

7 One extra- ordinary General Meeting was held on 04092012 during the financial year after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

13 ~AT ORGANICS IJMITED

8 The Company has not advanced any loan to its Directors and or persons or firms or companies referred to in the Section 295 of the Act during the financial year

9 The Company has not entered into any contracts falling within the purview of Section 297 of the Act

10 The company has made necessary entries in the register maintained under section 301 of the Act

11 As there were no instances falling within the purview of Section 314 of the Act the company has not obtained any approvals from the Board of Directors members or the previous approval of the Central Government

12 The Company has not issued any duplicate share certificates during the financial year

13 There was no allotmenttransfertransmission of securities during the financial year

The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year

The Company was not required to post warrants to any member of the company as no dividend was declared during the financial year There were no unpaid dividends in the company

There are no unpaid dividends application money due for refund matured deposits matured debentures or the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years

The Company has generally complied with the reqUirements of section 217 of the Act

14 The Board of Directors of the Company is duly constituted and the appointment of Director has been duly made

15 The appointment of the Whole time Director has been made in compliance with the prOvisions of Section 269 read with Schedule XIII to the Act

16 The Company has not appointed any sole selling agents during the financial year

17 The Company was not required to obtain any approvals of the Central Government Company Law Board Regional Director Registrar andor such other authorities prescribed under the various provisions of the Act during the financial year

18 The directors have disclosed their interest in other firms companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder

19 The Company has not issued any shares debentures or securities during the financial year

20 The Company has not bought back any shares during the financial year

14 GHH RAT ORGANICS [ IMITED

21 The Company has redeemed 2000000 6 Non-Cumulative Redeemable Non-Convertible Preference Shares during the financial year

22 There were no transactions necessitating the company to keep in abeyance the rights to dividend rights shares and bonus shares pending registration of transfer of shares

23 The Company has complied with the provisions of sections 58A and 58M read with Companies (Acceptance of Deposit) Rules 1975 in respect of deposits accepted including unsecured loans taken during the year and the Company has filed the copy of statement in lieu of advertisement with the Registrar of Companies Ahmedabad The Company has also filed the return of deposit with the Registrar of Companies

24 The amount borrowed by the Company from directors members public financial institutions banks and others during the financial year ending 31 st March 2013 is within the borrowing limits of the company

25 The Company has made loans and investments in compliance with the provisions of the Act

26 The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office from one state to another during the year under scrutiny

27 The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny

28 The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny

29 The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny

30 The Company has not altered its Articles of Association during the year under scrutiny

31 We are informed that there were no prosecution initiated against or show cause notices received by the Company and no fines or penaLties or any other punishment was imposed on the company during the financial year for offences under the Act

32 The Company has not received any money as security from its employees during the financial year

33 The Company has deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary P N Parikh

C P No 1228

15 GIIARAT ORGANICS flMITEO

Annexure A

Statutory Registers as maintained by the Company

1 Register of Charges us 143 of the Act 2 Register of Members us 150 of the Act 3 Minutes Book of Board Meetings us 193 of the Act (In Loose leaf) 4 Minutes Book of General Meetings us 193 of the Act (In loose leaf) 5 Books of Accounts us 209 of the Act are being audited by the Statutory Auditors

of the Company 6 Register of Contracts us 301 of the Act 7 Register of particulars of Directors etc us 303 of the Act 8 Register of Disclosure of Interest us 301 of the Act 9 Register of Directors Shareholding us 307 of the Act

Other Registers

1 bull Attendance Register of Board Meetings 2 Attendance Register of General Meetings

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary PN Parikh

C P No 1228

16 GIUARAT ORGANICS I IMITED

Annexure 8

Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended on March 31 2013

i Form No Filed If delay No Sr For Date of I Whether

Return under in fiUng section

I filing bull filed within prescribed whether

time YesNo requisite addition

at fee paidI

I r YeslNo 19062012 YesAppointment NA

i 1 I Form 23C 1209(1 )(d)

of DH Zaveri a Co as Cost Auditors forI

the year 2012-13I

28062012 Yes NA

iReturn of58A2 Form 62

Deposits as on I Deposits

Return of I31032012 27082012 Yes NAResignation of3 Form 32 303

I Mr Hasit Dani as Managing Director and Appointment of Mr Arvind

Shah asI I Additional

Director of the Company wef

10082012 II I4 I 27082012 Yes NAChange in Form 32 303

Designation of Mr Arvind

Shah as Whole time Director

of the I Company wef

10082012 30082012 Yes NA192 Appointment5 Form 23

I of Mr Arvind Shah as Whole time Director

of the Company and payment of

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

3 GJlTARAT ORGANICS lIMITED

NOTES

a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING MAY APPOINT A PROXY TO ATTEND AND ON A POLL VOTE INSTEAD OF HIMSELFHERSELF A PROXY NEED NOT BE A MEMBER PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY AT ITS REGISTERED OFFICE NOT LATER THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING

b) The Register of Members and Share Transfer Books of the Company wilt remain closed 29 thfrom Thursday August 2013 to Saturday 7th September 2013 (both days

inclusive)

c) The Companys equity shares are listed on The Bombay Stock Exchange and the listing fees for the year 2012- 2013 and 2013- 2014 has been paid in fulL

d) The relative explanatory statement in respect of the special business at item no 5 above is annexed hereto

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate I GIDC Ankleshwar 393002 Gujarat

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

4 GIiJARAT ORGANICS lIMITED

ANNEXU RE TO NOTICE Explanatory statement Under Section 173 of the Companies Act 1956

The following explanatory statement sets out all material facts relating to Special Business of the accompanying Notice of the Annual General Meeting to be held on 7th September 2013

Item No5

The Board of Directors at their meeting held on 27th May 2013 had appointed Mr Hasit A Dani as an Additional Director pursuant to Section 260 of the Companies Act 1956 and pursuant to Article 107 of the Articles of Association of the Company Mr Hasit A Dani holds office upto the date of the ensuing Annual General Meeting The Company has received notice pursuant to Section 257 of the Companies Act 1956 from member proposing the appointment of Mr Hasit A Dani as a Director along with the required deposit amount

A brief profile of Mr Hasit A Dani is as under

Mr Hasit A Dani holds a Bachelors Degree in Business Administration from University of Massachussetts and Masters Degree from University of Pittsburgh USA He has working experience in General Administration having worked with Asian Paints Limited Mr Hasit Dani presently holds 100 shares in the Company

The Board of Directors is of the opinion that the appointment of Mr Hasit Dani shall be beneficial to the Company and to its shareholders The Board of Directors therefore propose his appointment as the director and recommend the resolution as set out in item no 5 for the approval of the shareholders at the ensuing Annual General Meeting

Except Mr Ashwin S Dani and Mr Jalaj A Dani none of the directors of the Company may deemed to be interested concerned in the resolution at item no 5 of this Notice

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC Ankleshwar - 393002 Gujarat

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

--

5 GI1HBAT ORGANICS lIMITED

DIRECTORS REPORT

The Directors hereby present their Thirty Fifth Annual Report on the business and operations of the Company and the FinanciaL Accounts for the year ended 31 st March 2013

FINANCIAL RESULTS Given below are the financial results for the year ended 31 st March 2013

(Rs in lacs) IPARTICULARS

2012- 13 2011- 12 Growth Revenue from operations 454884 414050 986 [

Profit before Depreciation Interest amp 1198 I Tax 123712 1104 79

1 rLess Depreciation 17841 15591 1443 I

15788i Finance cost 14362 993 i I (4063)Deferred Tax Assets (561) I 62424 I 000 000 IProvision for Tax

94146 81086 1611II Profit (Loss) after Taxes IIBalance brought forward from previous

year 145085 638381 i

r

(641)~Add Prior Period adjustments (Net) 161 I Less Short Prov of Taxes of earlier

II years 009 --I i Less Transferred to General Reserve -I Balance Carried to Balance Sheet 238581 145085 I I

i

OPERATIONS

Net Sales for the year 2012-2013 increased to Rs454884 lacs from Rs414050 lacs in the previous year- a growth of 986

In the quantitative terms Sates for the year ending March 2013 was more or less same as in the corresponding period of the previous year due to enforced blanket restriction on expansion

Profit during the year after interest depreciation and taxation was Rs94146 lacs as against 81086 lacs for the corresponding previous year

OUTLOOK

Prices of Raw Materials were on rising trend and fluctuated widely but we were able to keep under control our average purchase prices for the year

Cost of utility particularly Gas has substantially gone up during the year It has gone up from average rate of Rs2115 per SCM in 11-12 to Rs3059 per SCM in 12-13 increase of 4454 Also the power has gone up from average rate of Rs637 per Unit in 11middot12 to Rs 712 per Unit in 12-13 increase of 1177

Cost of Labour had also gone up due to increase in Minimum wages by 1011 as compared to last year

Also general inflation was at all time high This all had impact on our Margins

6 GlJARAT ORGASTCS I [MITED

FINANCE

Total fixed deposit repaid during the year 2012-2013 was Rs 19207 Lacs No fixed deposit which was claimed remained unpaid

EXPORTS

Exports has increased by 1507 from Rs 1924 Lacs to Rs2214 Lacs

SUBSIDIARIES

The Board of Directors vide their meeting held on 10th August 2012 had approved the sale of investments in shares of its subsidiary company namely Vijal Holding and Trading Company Private Limited AccordingLy on compLetion of the aforesaid transaction on 14th August 2012 Vijal Holding and Trading Company Private Limited ceased to exist as the subsidiary of the Company In view of the same henceforth the Company is not required to submit Consolidated Financial statement of accounts as the Company has no other subsidiary

VARIATION OF RIGHTS AND REDEMPTION OF PREFERENCE SHARES

The Board of Directors after obtaining consent of preferenceholders on 21 st August 2012 varied terms attached to 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) of your Company The Company had revised varied the said terms with respect to minimum notice of one week in relation to redemption terms altering the nature of instrument from Cumulative to Non- Cumulative as well as waiver of dividend entitlement Thereby on 6th September 2012 the Company redeemed the said preference shares

DIRECTORS

a) Directors retiring by rotation

In accordance with the requirement of the Companies Act 1956 and as per the Articles of Association of the Company Mr Ashwin S Dani and Mr Mahendra Chhotalal Sheth are liable to retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting A brief resume of the aforesaid directors and other relevant information have been covered in the Notice convening the Annual General Meeting

b) Resignation of Managing Director

10thThe Board of Directors at their Meeting held on August 2012 accepted the resignation of Mr Hasit A Dani as the Director and Managing Director of the Company The Board has placed on its record a deep sense of appreciation for the valuable contributions rendered by Mr Hasit A Dani

c) Appointment of Whole time Director

The Board appointed Mr Arvind R Shah as an Additional Director in accordance with 10thSection 260 of the Companies Act 1956 with effect from August 2012 and

as Whole time Director for a period of five years with effect from 10th August 2012 to 9th August 2017

7 GI iJARAT ORGANICS LIMITED

d) Regularization of Additional Director

Mr Hasit A Dani was appointed as an Additional Director of the company with effect from 27th May 2013 Mr Hasit Dani holds office upto the date of the ensuing Annual General Meeting and is eligible for appointment as the director Your Directors recommend his appointment as a director of your company

AUDITORS

Mis Deepak Shah amp Co Chartered Accountants the present Statutory Auditors of the Company holds office untit the conclusion of the ensuing Annual General Meeting It is proposed to re -appoint them as the Statutory Auditors of the Company until the conclusion of next Annual General Meeting Mis Deepak Shah amp Co have under Section 224(1) of the Companies Act 1956 furnished the certificate of their eligibility for re-appointment

COST AUDITORS

The Cost Compliance Report of the Company issued by Mr Suresh D Shenoy Cost Accountant Mumbai pursuant to the Notifications issued by Ministry of Corporate Affairs on Companies (Cost Accounting Records) Rules 2011 for the FY 2011-12 was duly submitted on 15th December 2012

Pursuant to the Cost Audit Branch Order No 52126CABmiddot2010 dated 06112012 your Board of Directors have re-appointed Mr D H Zaveri Cost Accountant Mumbai as the Cost Auditor of your Company for the financial year 2013-14 to conduct the audit of the cost records of the Company Further the Cost Audit report for the FY 2012-13 is due on 27th September 2013

PERSONNEL

None of the Employees employed throughoutpart of the financial year ended 31 st March 2013 was in receipt of remuneration exceeding the limits laid down under the provisions of Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975

RESEARCH a DEVELOPMENT AND ENERGY CONSERVATION

Your Company continued according to the priority to safety and environment controls at all the levels of the factory Your Company complied with the norms and specifications by sending samples of treated effluents regularly to the concerned authorities

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1 He) of the Companies Act 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988 are given in Annexure forming part of this Report

FOREIGN EXCHANGE EARN ING AND OUTGO

The details of foreign exchange earnings and outgo have been given in the notes on accounts to the Statement of Profit and Loss and the Balance Sheet

8 GJIARAT ORGANICS IIMITED

CORPORATE SOCIAL RESPONSIBILITY

Your Company is a responsible corporate citizen and strives to give back to the community it operates in The Corporate SociaL initiatives which the Company has identified and implemented during the financial year 2012middot 2013 are as under

(i) During the year 98 Self Help Groups (USHG) were organized with 1327 women members that covered 25 villages of Ankleshwar Taluka Around 172 members of SHG individually started income generation activities at project villages With the timely help received from SHGs many members were able to solve their various problems relating to education marriage housing 8 other basic necessities etc

(li) With help of Gujarat Agro Industries Corporation SHG had introduced HDPE bio gas plant for energy self-sufficiency at village level For the best and efficient utilization of most valuable resource of the village ie water SHG had introduced micro irrigation system for its members who do farming with the help of Mis Pragon Micro Irrigation System Ltd

(iii) Various skills enhancement trainings related to health laws agriculture entrepreneurship development etc were given during the year 42 such trainings covering all the SHGs were conducted during the year

(iv) SHG had co-ordinated with Government Semi Government and its departments private institutes for the purpose of various social security measures like providing monthly pension to widow members of SHGs providing low cost life insurance coverage from L1C granting low cost health insurance and personal accident insurance from Oriental Insurance Co Ltd

(v) To provide strong and continuous support for livelihood enhancement SHG had built a strong and positive partnership with the following institutions

(a) District Industrial Centre (DIC) for grants to support income generative activities of SHG members

(b) ATMA (Agriculture Technology Management Agency) project for agriculture related trainings and inputs

(c) Gujarat Handloom and Handicrafts Corporation Gandhinagar for skill upshygradation in handicrafts skills

(d) Yuva Parivartan program for skill up-gradation in garment and other skills

DIRECTORS RESPONSIBILITY STATEMENT

Pursuance to Section 217 (2M) of the Companies Act 1956 the Directors based on the representation received from the management confirm that

a) the Company has in the preparation of the annual accounts followed the applicable accounting standards along with proper explanation relating to material departures if any

b) they 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 the end of financial year and of the profit of your Company for that year

9 GIIARAT ORGANICS I IMITEO

c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities and

d) they have prepared the annual accounts for the year ended 31 st March 2013 on a going concern basis

ACKNOWLEDGMENTS

Your Directors wish to record their appreciation of the continued co-operation and assistance received by the Company from Financial Institutions Bankers and Staff

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC Ankleshwar - 393002 Gujarat

Place Mumbai Ashwin S Dani Date 2th May 2013 Chairman

10 GIHRAT ORGASICS I 1JIITED

ANNEXURE TO DIRECTORS REPORT

Disclosure of particulars with respect to Conservation of Energy Technology Absorption Foreign Exchange Earnings and outgo as required under the Companies (Disclosure of Particulars in the Report of Broad of Directors) Rules 1988 and formfng part of the Report of the Board of Directors for the year ended 31 st March 2013

FORMA

A POWER AND FUEL CONSUMPTION

i 2012-13 2011-12 11 Electricitv

I Purchased Unit (KWH) 4803100 4099268 I Total amount (Rs in Lacs) 34195 260960 I RateUnit (Rs) 712 637I

2 Diesel Quantity (K Litres) - I - I

Total amount (Rs In Lacs) - i - I i

Rate Unit (Rs) - bull I 3 Gas I

Quantity (SCM) 1467985 1313175 I Total amount (Rs in Lacs) 44874 27770 i

Rate Unit (Rs) 3057 2115 4 Furnace Oil I

Quantity (KLitres) _ l

TotaL amount (Rs in Lacs) - i Rate Unit (Rs) - -

5 Captive Power Generation I

Through Natural Gas i

Quantity 130512 216924 i

I Unit per SM3 250 I 250 Rate Unit [Rs] 1190 782

B CONSUMPTION PER UNIT OF PRODUCTION

Electricity

2012shy 2011shy13 12

Rs Rs

Diesel

2012shy I 2011shy13 12

Rs i Rs

I

i

Gas (Natural)

2012shy 2011 13 -12

Rs Rs

i Furnace

Oil I

12012- 2011shy13 i 12

Rs Rs

i

ParaOrtho Hydroxy Benzoic Acid amp Derivatives

1440

I

1110 006 - 1889 1182 -

I

002 I I

I I

11 GIJARAT ORGANICS I IMInO

FORMB

Disclosure of Particulars with respect to Technology Absorption

Research and Development (R 8 D)

1 Specific areas in which the Company carries out RampD The RampD activities of the Company pertain to

- Development of new products -- Up gradation of existing products amp technoLogies for improvement in Quality

and minimizing cost by better yields amp reducing cycle time Improvement in process technology -- Reduction in process time

2 Benefits derived as a result of above RampD -- Improvement in quality of the products -- Consistency in quality of the products

3 Expenditure on RampD during the financiaL year is as follows [Rs in lacs]

2012-13 2011-12 1

I (a) Capital I 136 bull (b) Recurring 541 i 475

I I Total RampD Expenditure I 541 I 611I (As a to Turnover) I 010 i 015 I

1

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The Company has not incurred any expenditure for import of technology for its products The thrust is to reduce the cost of production by further improving upon the indigenous technology and reduce process cycle time

FORMC

Disclosure of particulars with respect to foreign exchange earnings and Outgo [Rs in Lacs]

~~~~~~~~~________~____~20~1~2~-1~3~1______~2~011-12i I (a) Earnings in Foreign Exchange 212163 I 183041 I utraquo Expenditure in Foreign Exchange ____~2884 i 3043 i__L

By Order of the Board For GUJARAT ORGANICS LIMITED

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

12 GIflARAT ORGANICS lIMITED

CIN No L99999GJ1978PLC022924 Authorised Capital Rs 50400000shy

Compliance Certificate

To The Members GUJARAT ORGANICS LIMITED Plot No 127 1 G t D C Industrial Estate Ankleshwar - 393002

We have examined the registers records books and papers of GUJARAT ORGANICS LIMITED as required to be maintained under the Companies Act 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2013 In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company its officers and agents we certify that in respect of the aforesaid financial year

1 The Company has kept and maintained the registers as stated in Annexure A to this certificate as per the provisions of the Act and the rules made thereunder and entries therein have been made

2 The company has filed the forms and returns as stated in Annexure B to this certificate with the Registrar of Companies Regional Director Central Government Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder

3 The Company being a Public Limited Company comments that a Private Limited Company has minimum prescribed paid-up capital maximum number of members invitation to public to subscribe for shares and acceptance of deposits from persons other than its members directors or their relatives are not required

4 The Board of Directors duly met 5 (Six) times on 28052012 10082012 0609201203112012 and on 08022013 in respect of which meetings notices were given and the proceedings were recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose(Two Circular resolutions were passed on 27062012 and 26092012

5 The Company closed its Register of Members from 16082012 to 25082012 and necessary compliance of Section 154 of the Act has been made

6 The annual general meeting for the financial year ended on 31 st March 2012 was held on 25092012 after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

7 One extra- ordinary General Meeting was held on 04092012 during the financial year after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

13 ~AT ORGANICS IJMITED

8 The Company has not advanced any loan to its Directors and or persons or firms or companies referred to in the Section 295 of the Act during the financial year

9 The Company has not entered into any contracts falling within the purview of Section 297 of the Act

10 The company has made necessary entries in the register maintained under section 301 of the Act

11 As there were no instances falling within the purview of Section 314 of the Act the company has not obtained any approvals from the Board of Directors members or the previous approval of the Central Government

12 The Company has not issued any duplicate share certificates during the financial year

13 There was no allotmenttransfertransmission of securities during the financial year

The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year

The Company was not required to post warrants to any member of the company as no dividend was declared during the financial year There were no unpaid dividends in the company

There are no unpaid dividends application money due for refund matured deposits matured debentures or the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years

The Company has generally complied with the reqUirements of section 217 of the Act

14 The Board of Directors of the Company is duly constituted and the appointment of Director has been duly made

15 The appointment of the Whole time Director has been made in compliance with the prOvisions of Section 269 read with Schedule XIII to the Act

16 The Company has not appointed any sole selling agents during the financial year

17 The Company was not required to obtain any approvals of the Central Government Company Law Board Regional Director Registrar andor such other authorities prescribed under the various provisions of the Act during the financial year

18 The directors have disclosed their interest in other firms companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder

19 The Company has not issued any shares debentures or securities during the financial year

20 The Company has not bought back any shares during the financial year

14 GHH RAT ORGANICS [ IMITED

21 The Company has redeemed 2000000 6 Non-Cumulative Redeemable Non-Convertible Preference Shares during the financial year

22 There were no transactions necessitating the company to keep in abeyance the rights to dividend rights shares and bonus shares pending registration of transfer of shares

23 The Company has complied with the provisions of sections 58A and 58M read with Companies (Acceptance of Deposit) Rules 1975 in respect of deposits accepted including unsecured loans taken during the year and the Company has filed the copy of statement in lieu of advertisement with the Registrar of Companies Ahmedabad The Company has also filed the return of deposit with the Registrar of Companies

24 The amount borrowed by the Company from directors members public financial institutions banks and others during the financial year ending 31 st March 2013 is within the borrowing limits of the company

25 The Company has made loans and investments in compliance with the provisions of the Act

26 The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office from one state to another during the year under scrutiny

27 The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny

28 The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny

29 The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny

30 The Company has not altered its Articles of Association during the year under scrutiny

31 We are informed that there were no prosecution initiated against or show cause notices received by the Company and no fines or penaLties or any other punishment was imposed on the company during the financial year for offences under the Act

32 The Company has not received any money as security from its employees during the financial year

33 The Company has deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary P N Parikh

C P No 1228

15 GIIARAT ORGANICS flMITEO

Annexure A

Statutory Registers as maintained by the Company

1 Register of Charges us 143 of the Act 2 Register of Members us 150 of the Act 3 Minutes Book of Board Meetings us 193 of the Act (In Loose leaf) 4 Minutes Book of General Meetings us 193 of the Act (In loose leaf) 5 Books of Accounts us 209 of the Act are being audited by the Statutory Auditors

of the Company 6 Register of Contracts us 301 of the Act 7 Register of particulars of Directors etc us 303 of the Act 8 Register of Disclosure of Interest us 301 of the Act 9 Register of Directors Shareholding us 307 of the Act

Other Registers

1 bull Attendance Register of Board Meetings 2 Attendance Register of General Meetings

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary PN Parikh

C P No 1228

16 GIUARAT ORGANICS I IMITED

Annexure 8

Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended on March 31 2013

i Form No Filed If delay No Sr For Date of I Whether

Return under in fiUng section

I filing bull filed within prescribed whether

time YesNo requisite addition

at fee paidI

I r YeslNo 19062012 YesAppointment NA

i 1 I Form 23C 1209(1 )(d)

of DH Zaveri a Co as Cost Auditors forI

the year 2012-13I

28062012 Yes NA

iReturn of58A2 Form 62

Deposits as on I Deposits

Return of I31032012 27082012 Yes NAResignation of3 Form 32 303

I Mr Hasit Dani as Managing Director and Appointment of Mr Arvind

Shah asI I Additional

Director of the Company wef

10082012 II I4 I 27082012 Yes NAChange in Form 32 303

Designation of Mr Arvind

Shah as Whole time Director

of the I Company wef

10082012 30082012 Yes NA192 Appointment5 Form 23

I of Mr Arvind Shah as Whole time Director

of the Company and payment of

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

4 GIiJARAT ORGANICS lIMITED

ANNEXU RE TO NOTICE Explanatory statement Under Section 173 of the Companies Act 1956

The following explanatory statement sets out all material facts relating to Special Business of the accompanying Notice of the Annual General Meeting to be held on 7th September 2013

Item No5

The Board of Directors at their meeting held on 27th May 2013 had appointed Mr Hasit A Dani as an Additional Director pursuant to Section 260 of the Companies Act 1956 and pursuant to Article 107 of the Articles of Association of the Company Mr Hasit A Dani holds office upto the date of the ensuing Annual General Meeting The Company has received notice pursuant to Section 257 of the Companies Act 1956 from member proposing the appointment of Mr Hasit A Dani as a Director along with the required deposit amount

A brief profile of Mr Hasit A Dani is as under

Mr Hasit A Dani holds a Bachelors Degree in Business Administration from University of Massachussetts and Masters Degree from University of Pittsburgh USA He has working experience in General Administration having worked with Asian Paints Limited Mr Hasit Dani presently holds 100 shares in the Company

The Board of Directors is of the opinion that the appointment of Mr Hasit Dani shall be beneficial to the Company and to its shareholders The Board of Directors therefore propose his appointment as the director and recommend the resolution as set out in item no 5 for the approval of the shareholders at the ensuing Annual General Meeting

Except Mr Ashwin S Dani and Mr Jalaj A Dani none of the directors of the Company may deemed to be interested concerned in the resolution at item no 5 of this Notice

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC Ankleshwar - 393002 Gujarat

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

--

5 GI1HBAT ORGANICS lIMITED

DIRECTORS REPORT

The Directors hereby present their Thirty Fifth Annual Report on the business and operations of the Company and the FinanciaL Accounts for the year ended 31 st March 2013

FINANCIAL RESULTS Given below are the financial results for the year ended 31 st March 2013

(Rs in lacs) IPARTICULARS

2012- 13 2011- 12 Growth Revenue from operations 454884 414050 986 [

Profit before Depreciation Interest amp 1198 I Tax 123712 1104 79

1 rLess Depreciation 17841 15591 1443 I

15788i Finance cost 14362 993 i I (4063)Deferred Tax Assets (561) I 62424 I 000 000 IProvision for Tax

94146 81086 1611II Profit (Loss) after Taxes IIBalance brought forward from previous

year 145085 638381 i

r

(641)~Add Prior Period adjustments (Net) 161 I Less Short Prov of Taxes of earlier

II years 009 --I i Less Transferred to General Reserve -I Balance Carried to Balance Sheet 238581 145085 I I

i

OPERATIONS

Net Sales for the year 2012-2013 increased to Rs454884 lacs from Rs414050 lacs in the previous year- a growth of 986

In the quantitative terms Sates for the year ending March 2013 was more or less same as in the corresponding period of the previous year due to enforced blanket restriction on expansion

Profit during the year after interest depreciation and taxation was Rs94146 lacs as against 81086 lacs for the corresponding previous year

OUTLOOK

Prices of Raw Materials were on rising trend and fluctuated widely but we were able to keep under control our average purchase prices for the year

Cost of utility particularly Gas has substantially gone up during the year It has gone up from average rate of Rs2115 per SCM in 11-12 to Rs3059 per SCM in 12-13 increase of 4454 Also the power has gone up from average rate of Rs637 per Unit in 11middot12 to Rs 712 per Unit in 12-13 increase of 1177

Cost of Labour had also gone up due to increase in Minimum wages by 1011 as compared to last year

Also general inflation was at all time high This all had impact on our Margins

6 GlJARAT ORGASTCS I [MITED

FINANCE

Total fixed deposit repaid during the year 2012-2013 was Rs 19207 Lacs No fixed deposit which was claimed remained unpaid

EXPORTS

Exports has increased by 1507 from Rs 1924 Lacs to Rs2214 Lacs

SUBSIDIARIES

The Board of Directors vide their meeting held on 10th August 2012 had approved the sale of investments in shares of its subsidiary company namely Vijal Holding and Trading Company Private Limited AccordingLy on compLetion of the aforesaid transaction on 14th August 2012 Vijal Holding and Trading Company Private Limited ceased to exist as the subsidiary of the Company In view of the same henceforth the Company is not required to submit Consolidated Financial statement of accounts as the Company has no other subsidiary

VARIATION OF RIGHTS AND REDEMPTION OF PREFERENCE SHARES

The Board of Directors after obtaining consent of preferenceholders on 21 st August 2012 varied terms attached to 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) of your Company The Company had revised varied the said terms with respect to minimum notice of one week in relation to redemption terms altering the nature of instrument from Cumulative to Non- Cumulative as well as waiver of dividend entitlement Thereby on 6th September 2012 the Company redeemed the said preference shares

DIRECTORS

a) Directors retiring by rotation

In accordance with the requirement of the Companies Act 1956 and as per the Articles of Association of the Company Mr Ashwin S Dani and Mr Mahendra Chhotalal Sheth are liable to retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting A brief resume of the aforesaid directors and other relevant information have been covered in the Notice convening the Annual General Meeting

b) Resignation of Managing Director

10thThe Board of Directors at their Meeting held on August 2012 accepted the resignation of Mr Hasit A Dani as the Director and Managing Director of the Company The Board has placed on its record a deep sense of appreciation for the valuable contributions rendered by Mr Hasit A Dani

c) Appointment of Whole time Director

The Board appointed Mr Arvind R Shah as an Additional Director in accordance with 10thSection 260 of the Companies Act 1956 with effect from August 2012 and

as Whole time Director for a period of five years with effect from 10th August 2012 to 9th August 2017

7 GI iJARAT ORGANICS LIMITED

d) Regularization of Additional Director

Mr Hasit A Dani was appointed as an Additional Director of the company with effect from 27th May 2013 Mr Hasit Dani holds office upto the date of the ensuing Annual General Meeting and is eligible for appointment as the director Your Directors recommend his appointment as a director of your company

AUDITORS

Mis Deepak Shah amp Co Chartered Accountants the present Statutory Auditors of the Company holds office untit the conclusion of the ensuing Annual General Meeting It is proposed to re -appoint them as the Statutory Auditors of the Company until the conclusion of next Annual General Meeting Mis Deepak Shah amp Co have under Section 224(1) of the Companies Act 1956 furnished the certificate of their eligibility for re-appointment

COST AUDITORS

The Cost Compliance Report of the Company issued by Mr Suresh D Shenoy Cost Accountant Mumbai pursuant to the Notifications issued by Ministry of Corporate Affairs on Companies (Cost Accounting Records) Rules 2011 for the FY 2011-12 was duly submitted on 15th December 2012

Pursuant to the Cost Audit Branch Order No 52126CABmiddot2010 dated 06112012 your Board of Directors have re-appointed Mr D H Zaveri Cost Accountant Mumbai as the Cost Auditor of your Company for the financial year 2013-14 to conduct the audit of the cost records of the Company Further the Cost Audit report for the FY 2012-13 is due on 27th September 2013

PERSONNEL

None of the Employees employed throughoutpart of the financial year ended 31 st March 2013 was in receipt of remuneration exceeding the limits laid down under the provisions of Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975

RESEARCH a DEVELOPMENT AND ENERGY CONSERVATION

Your Company continued according to the priority to safety and environment controls at all the levels of the factory Your Company complied with the norms and specifications by sending samples of treated effluents regularly to the concerned authorities

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1 He) of the Companies Act 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988 are given in Annexure forming part of this Report

FOREIGN EXCHANGE EARN ING AND OUTGO

The details of foreign exchange earnings and outgo have been given in the notes on accounts to the Statement of Profit and Loss and the Balance Sheet

8 GJIARAT ORGANICS IIMITED

CORPORATE SOCIAL RESPONSIBILITY

Your Company is a responsible corporate citizen and strives to give back to the community it operates in The Corporate SociaL initiatives which the Company has identified and implemented during the financial year 2012middot 2013 are as under

(i) During the year 98 Self Help Groups (USHG) were organized with 1327 women members that covered 25 villages of Ankleshwar Taluka Around 172 members of SHG individually started income generation activities at project villages With the timely help received from SHGs many members were able to solve their various problems relating to education marriage housing 8 other basic necessities etc

(li) With help of Gujarat Agro Industries Corporation SHG had introduced HDPE bio gas plant for energy self-sufficiency at village level For the best and efficient utilization of most valuable resource of the village ie water SHG had introduced micro irrigation system for its members who do farming with the help of Mis Pragon Micro Irrigation System Ltd

(iii) Various skills enhancement trainings related to health laws agriculture entrepreneurship development etc were given during the year 42 such trainings covering all the SHGs were conducted during the year

(iv) SHG had co-ordinated with Government Semi Government and its departments private institutes for the purpose of various social security measures like providing monthly pension to widow members of SHGs providing low cost life insurance coverage from L1C granting low cost health insurance and personal accident insurance from Oriental Insurance Co Ltd

(v) To provide strong and continuous support for livelihood enhancement SHG had built a strong and positive partnership with the following institutions

(a) District Industrial Centre (DIC) for grants to support income generative activities of SHG members

(b) ATMA (Agriculture Technology Management Agency) project for agriculture related trainings and inputs

(c) Gujarat Handloom and Handicrafts Corporation Gandhinagar for skill upshygradation in handicrafts skills

(d) Yuva Parivartan program for skill up-gradation in garment and other skills

DIRECTORS RESPONSIBILITY STATEMENT

Pursuance to Section 217 (2M) of the Companies Act 1956 the Directors based on the representation received from the management confirm that

a) the Company has in the preparation of the annual accounts followed the applicable accounting standards along with proper explanation relating to material departures if any

b) they 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 the end of financial year and of the profit of your Company for that year

9 GIIARAT ORGANICS I IMITEO

c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities and

d) they have prepared the annual accounts for the year ended 31 st March 2013 on a going concern basis

ACKNOWLEDGMENTS

Your Directors wish to record their appreciation of the continued co-operation and assistance received by the Company from Financial Institutions Bankers and Staff

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC Ankleshwar - 393002 Gujarat

Place Mumbai Ashwin S Dani Date 2th May 2013 Chairman

10 GIHRAT ORGASICS I 1JIITED

ANNEXURE TO DIRECTORS REPORT

Disclosure of particulars with respect to Conservation of Energy Technology Absorption Foreign Exchange Earnings and outgo as required under the Companies (Disclosure of Particulars in the Report of Broad of Directors) Rules 1988 and formfng part of the Report of the Board of Directors for the year ended 31 st March 2013

FORMA

A POWER AND FUEL CONSUMPTION

i 2012-13 2011-12 11 Electricitv

I Purchased Unit (KWH) 4803100 4099268 I Total amount (Rs in Lacs) 34195 260960 I RateUnit (Rs) 712 637I

2 Diesel Quantity (K Litres) - I - I

Total amount (Rs In Lacs) - i - I i

Rate Unit (Rs) - bull I 3 Gas I

Quantity (SCM) 1467985 1313175 I Total amount (Rs in Lacs) 44874 27770 i

Rate Unit (Rs) 3057 2115 4 Furnace Oil I

Quantity (KLitres) _ l

TotaL amount (Rs in Lacs) - i Rate Unit (Rs) - -

5 Captive Power Generation I

Through Natural Gas i

Quantity 130512 216924 i

I Unit per SM3 250 I 250 Rate Unit [Rs] 1190 782

B CONSUMPTION PER UNIT OF PRODUCTION

Electricity

2012shy 2011shy13 12

Rs Rs

Diesel

2012shy I 2011shy13 12

Rs i Rs

I

i

Gas (Natural)

2012shy 2011 13 -12

Rs Rs

i Furnace

Oil I

12012- 2011shy13 i 12

Rs Rs

i

ParaOrtho Hydroxy Benzoic Acid amp Derivatives

1440

I

1110 006 - 1889 1182 -

I

002 I I

I I

11 GIJARAT ORGANICS I IMInO

FORMB

Disclosure of Particulars with respect to Technology Absorption

Research and Development (R 8 D)

1 Specific areas in which the Company carries out RampD The RampD activities of the Company pertain to

- Development of new products -- Up gradation of existing products amp technoLogies for improvement in Quality

and minimizing cost by better yields amp reducing cycle time Improvement in process technology -- Reduction in process time

2 Benefits derived as a result of above RampD -- Improvement in quality of the products -- Consistency in quality of the products

3 Expenditure on RampD during the financiaL year is as follows [Rs in lacs]

2012-13 2011-12 1

I (a) Capital I 136 bull (b) Recurring 541 i 475

I I Total RampD Expenditure I 541 I 611I (As a to Turnover) I 010 i 015 I

1

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The Company has not incurred any expenditure for import of technology for its products The thrust is to reduce the cost of production by further improving upon the indigenous technology and reduce process cycle time

FORMC

Disclosure of particulars with respect to foreign exchange earnings and Outgo [Rs in Lacs]

~~~~~~~~~________~____~20~1~2~-1~3~1______~2~011-12i I (a) Earnings in Foreign Exchange 212163 I 183041 I utraquo Expenditure in Foreign Exchange ____~2884 i 3043 i__L

By Order of the Board For GUJARAT ORGANICS LIMITED

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

12 GIflARAT ORGANICS lIMITED

CIN No L99999GJ1978PLC022924 Authorised Capital Rs 50400000shy

Compliance Certificate

To The Members GUJARAT ORGANICS LIMITED Plot No 127 1 G t D C Industrial Estate Ankleshwar - 393002

We have examined the registers records books and papers of GUJARAT ORGANICS LIMITED as required to be maintained under the Companies Act 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2013 In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company its officers and agents we certify that in respect of the aforesaid financial year

1 The Company has kept and maintained the registers as stated in Annexure A to this certificate as per the provisions of the Act and the rules made thereunder and entries therein have been made

2 The company has filed the forms and returns as stated in Annexure B to this certificate with the Registrar of Companies Regional Director Central Government Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder

3 The Company being a Public Limited Company comments that a Private Limited Company has minimum prescribed paid-up capital maximum number of members invitation to public to subscribe for shares and acceptance of deposits from persons other than its members directors or their relatives are not required

4 The Board of Directors duly met 5 (Six) times on 28052012 10082012 0609201203112012 and on 08022013 in respect of which meetings notices were given and the proceedings were recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose(Two Circular resolutions were passed on 27062012 and 26092012

5 The Company closed its Register of Members from 16082012 to 25082012 and necessary compliance of Section 154 of the Act has been made

6 The annual general meeting for the financial year ended on 31 st March 2012 was held on 25092012 after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

7 One extra- ordinary General Meeting was held on 04092012 during the financial year after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

13 ~AT ORGANICS IJMITED

8 The Company has not advanced any loan to its Directors and or persons or firms or companies referred to in the Section 295 of the Act during the financial year

9 The Company has not entered into any contracts falling within the purview of Section 297 of the Act

10 The company has made necessary entries in the register maintained under section 301 of the Act

11 As there were no instances falling within the purview of Section 314 of the Act the company has not obtained any approvals from the Board of Directors members or the previous approval of the Central Government

12 The Company has not issued any duplicate share certificates during the financial year

13 There was no allotmenttransfertransmission of securities during the financial year

The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year

The Company was not required to post warrants to any member of the company as no dividend was declared during the financial year There were no unpaid dividends in the company

There are no unpaid dividends application money due for refund matured deposits matured debentures or the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years

The Company has generally complied with the reqUirements of section 217 of the Act

14 The Board of Directors of the Company is duly constituted and the appointment of Director has been duly made

15 The appointment of the Whole time Director has been made in compliance with the prOvisions of Section 269 read with Schedule XIII to the Act

16 The Company has not appointed any sole selling agents during the financial year

17 The Company was not required to obtain any approvals of the Central Government Company Law Board Regional Director Registrar andor such other authorities prescribed under the various provisions of the Act during the financial year

18 The directors have disclosed their interest in other firms companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder

19 The Company has not issued any shares debentures or securities during the financial year

20 The Company has not bought back any shares during the financial year

14 GHH RAT ORGANICS [ IMITED

21 The Company has redeemed 2000000 6 Non-Cumulative Redeemable Non-Convertible Preference Shares during the financial year

22 There were no transactions necessitating the company to keep in abeyance the rights to dividend rights shares and bonus shares pending registration of transfer of shares

23 The Company has complied with the provisions of sections 58A and 58M read with Companies (Acceptance of Deposit) Rules 1975 in respect of deposits accepted including unsecured loans taken during the year and the Company has filed the copy of statement in lieu of advertisement with the Registrar of Companies Ahmedabad The Company has also filed the return of deposit with the Registrar of Companies

24 The amount borrowed by the Company from directors members public financial institutions banks and others during the financial year ending 31 st March 2013 is within the borrowing limits of the company

25 The Company has made loans and investments in compliance with the provisions of the Act

26 The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office from one state to another during the year under scrutiny

27 The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny

28 The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny

29 The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny

30 The Company has not altered its Articles of Association during the year under scrutiny

31 We are informed that there were no prosecution initiated against or show cause notices received by the Company and no fines or penaLties or any other punishment was imposed on the company during the financial year for offences under the Act

32 The Company has not received any money as security from its employees during the financial year

33 The Company has deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary P N Parikh

C P No 1228

15 GIIARAT ORGANICS flMITEO

Annexure A

Statutory Registers as maintained by the Company

1 Register of Charges us 143 of the Act 2 Register of Members us 150 of the Act 3 Minutes Book of Board Meetings us 193 of the Act (In Loose leaf) 4 Minutes Book of General Meetings us 193 of the Act (In loose leaf) 5 Books of Accounts us 209 of the Act are being audited by the Statutory Auditors

of the Company 6 Register of Contracts us 301 of the Act 7 Register of particulars of Directors etc us 303 of the Act 8 Register of Disclosure of Interest us 301 of the Act 9 Register of Directors Shareholding us 307 of the Act

Other Registers

1 bull Attendance Register of Board Meetings 2 Attendance Register of General Meetings

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary PN Parikh

C P No 1228

16 GIUARAT ORGANICS I IMITED

Annexure 8

Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended on March 31 2013

i Form No Filed If delay No Sr For Date of I Whether

Return under in fiUng section

I filing bull filed within prescribed whether

time YesNo requisite addition

at fee paidI

I r YeslNo 19062012 YesAppointment NA

i 1 I Form 23C 1209(1 )(d)

of DH Zaveri a Co as Cost Auditors forI

the year 2012-13I

28062012 Yes NA

iReturn of58A2 Form 62

Deposits as on I Deposits

Return of I31032012 27082012 Yes NAResignation of3 Form 32 303

I Mr Hasit Dani as Managing Director and Appointment of Mr Arvind

Shah asI I Additional

Director of the Company wef

10082012 II I4 I 27082012 Yes NAChange in Form 32 303

Designation of Mr Arvind

Shah as Whole time Director

of the I Company wef

10082012 30082012 Yes NA192 Appointment5 Form 23

I of Mr Arvind Shah as Whole time Director

of the Company and payment of

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

--

5 GI1HBAT ORGANICS lIMITED

DIRECTORS REPORT

The Directors hereby present their Thirty Fifth Annual Report on the business and operations of the Company and the FinanciaL Accounts for the year ended 31 st March 2013

FINANCIAL RESULTS Given below are the financial results for the year ended 31 st March 2013

(Rs in lacs) IPARTICULARS

2012- 13 2011- 12 Growth Revenue from operations 454884 414050 986 [

Profit before Depreciation Interest amp 1198 I Tax 123712 1104 79

1 rLess Depreciation 17841 15591 1443 I

15788i Finance cost 14362 993 i I (4063)Deferred Tax Assets (561) I 62424 I 000 000 IProvision for Tax

94146 81086 1611II Profit (Loss) after Taxes IIBalance brought forward from previous

year 145085 638381 i

r

(641)~Add Prior Period adjustments (Net) 161 I Less Short Prov of Taxes of earlier

II years 009 --I i Less Transferred to General Reserve -I Balance Carried to Balance Sheet 238581 145085 I I

i

OPERATIONS

Net Sales for the year 2012-2013 increased to Rs454884 lacs from Rs414050 lacs in the previous year- a growth of 986

In the quantitative terms Sates for the year ending March 2013 was more or less same as in the corresponding period of the previous year due to enforced blanket restriction on expansion

Profit during the year after interest depreciation and taxation was Rs94146 lacs as against 81086 lacs for the corresponding previous year

OUTLOOK

Prices of Raw Materials were on rising trend and fluctuated widely but we were able to keep under control our average purchase prices for the year

Cost of utility particularly Gas has substantially gone up during the year It has gone up from average rate of Rs2115 per SCM in 11-12 to Rs3059 per SCM in 12-13 increase of 4454 Also the power has gone up from average rate of Rs637 per Unit in 11middot12 to Rs 712 per Unit in 12-13 increase of 1177

Cost of Labour had also gone up due to increase in Minimum wages by 1011 as compared to last year

Also general inflation was at all time high This all had impact on our Margins

6 GlJARAT ORGASTCS I [MITED

FINANCE

Total fixed deposit repaid during the year 2012-2013 was Rs 19207 Lacs No fixed deposit which was claimed remained unpaid

EXPORTS

Exports has increased by 1507 from Rs 1924 Lacs to Rs2214 Lacs

SUBSIDIARIES

The Board of Directors vide their meeting held on 10th August 2012 had approved the sale of investments in shares of its subsidiary company namely Vijal Holding and Trading Company Private Limited AccordingLy on compLetion of the aforesaid transaction on 14th August 2012 Vijal Holding and Trading Company Private Limited ceased to exist as the subsidiary of the Company In view of the same henceforth the Company is not required to submit Consolidated Financial statement of accounts as the Company has no other subsidiary

VARIATION OF RIGHTS AND REDEMPTION OF PREFERENCE SHARES

The Board of Directors after obtaining consent of preferenceholders on 21 st August 2012 varied terms attached to 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) of your Company The Company had revised varied the said terms with respect to minimum notice of one week in relation to redemption terms altering the nature of instrument from Cumulative to Non- Cumulative as well as waiver of dividend entitlement Thereby on 6th September 2012 the Company redeemed the said preference shares

DIRECTORS

a) Directors retiring by rotation

In accordance with the requirement of the Companies Act 1956 and as per the Articles of Association of the Company Mr Ashwin S Dani and Mr Mahendra Chhotalal Sheth are liable to retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting A brief resume of the aforesaid directors and other relevant information have been covered in the Notice convening the Annual General Meeting

b) Resignation of Managing Director

10thThe Board of Directors at their Meeting held on August 2012 accepted the resignation of Mr Hasit A Dani as the Director and Managing Director of the Company The Board has placed on its record a deep sense of appreciation for the valuable contributions rendered by Mr Hasit A Dani

c) Appointment of Whole time Director

The Board appointed Mr Arvind R Shah as an Additional Director in accordance with 10thSection 260 of the Companies Act 1956 with effect from August 2012 and

as Whole time Director for a period of five years with effect from 10th August 2012 to 9th August 2017

7 GI iJARAT ORGANICS LIMITED

d) Regularization of Additional Director

Mr Hasit A Dani was appointed as an Additional Director of the company with effect from 27th May 2013 Mr Hasit Dani holds office upto the date of the ensuing Annual General Meeting and is eligible for appointment as the director Your Directors recommend his appointment as a director of your company

AUDITORS

Mis Deepak Shah amp Co Chartered Accountants the present Statutory Auditors of the Company holds office untit the conclusion of the ensuing Annual General Meeting It is proposed to re -appoint them as the Statutory Auditors of the Company until the conclusion of next Annual General Meeting Mis Deepak Shah amp Co have under Section 224(1) of the Companies Act 1956 furnished the certificate of their eligibility for re-appointment

COST AUDITORS

The Cost Compliance Report of the Company issued by Mr Suresh D Shenoy Cost Accountant Mumbai pursuant to the Notifications issued by Ministry of Corporate Affairs on Companies (Cost Accounting Records) Rules 2011 for the FY 2011-12 was duly submitted on 15th December 2012

Pursuant to the Cost Audit Branch Order No 52126CABmiddot2010 dated 06112012 your Board of Directors have re-appointed Mr D H Zaveri Cost Accountant Mumbai as the Cost Auditor of your Company for the financial year 2013-14 to conduct the audit of the cost records of the Company Further the Cost Audit report for the FY 2012-13 is due on 27th September 2013

PERSONNEL

None of the Employees employed throughoutpart of the financial year ended 31 st March 2013 was in receipt of remuneration exceeding the limits laid down under the provisions of Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975

RESEARCH a DEVELOPMENT AND ENERGY CONSERVATION

Your Company continued according to the priority to safety and environment controls at all the levels of the factory Your Company complied with the norms and specifications by sending samples of treated effluents regularly to the concerned authorities

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1 He) of the Companies Act 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988 are given in Annexure forming part of this Report

FOREIGN EXCHANGE EARN ING AND OUTGO

The details of foreign exchange earnings and outgo have been given in the notes on accounts to the Statement of Profit and Loss and the Balance Sheet

8 GJIARAT ORGANICS IIMITED

CORPORATE SOCIAL RESPONSIBILITY

Your Company is a responsible corporate citizen and strives to give back to the community it operates in The Corporate SociaL initiatives which the Company has identified and implemented during the financial year 2012middot 2013 are as under

(i) During the year 98 Self Help Groups (USHG) were organized with 1327 women members that covered 25 villages of Ankleshwar Taluka Around 172 members of SHG individually started income generation activities at project villages With the timely help received from SHGs many members were able to solve their various problems relating to education marriage housing 8 other basic necessities etc

(li) With help of Gujarat Agro Industries Corporation SHG had introduced HDPE bio gas plant for energy self-sufficiency at village level For the best and efficient utilization of most valuable resource of the village ie water SHG had introduced micro irrigation system for its members who do farming with the help of Mis Pragon Micro Irrigation System Ltd

(iii) Various skills enhancement trainings related to health laws agriculture entrepreneurship development etc were given during the year 42 such trainings covering all the SHGs were conducted during the year

(iv) SHG had co-ordinated with Government Semi Government and its departments private institutes for the purpose of various social security measures like providing monthly pension to widow members of SHGs providing low cost life insurance coverage from L1C granting low cost health insurance and personal accident insurance from Oriental Insurance Co Ltd

(v) To provide strong and continuous support for livelihood enhancement SHG had built a strong and positive partnership with the following institutions

(a) District Industrial Centre (DIC) for grants to support income generative activities of SHG members

(b) ATMA (Agriculture Technology Management Agency) project for agriculture related trainings and inputs

(c) Gujarat Handloom and Handicrafts Corporation Gandhinagar for skill upshygradation in handicrafts skills

(d) Yuva Parivartan program for skill up-gradation in garment and other skills

DIRECTORS RESPONSIBILITY STATEMENT

Pursuance to Section 217 (2M) of the Companies Act 1956 the Directors based on the representation received from the management confirm that

a) the Company has in the preparation of the annual accounts followed the applicable accounting standards along with proper explanation relating to material departures if any

b) they 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 the end of financial year and of the profit of your Company for that year

9 GIIARAT ORGANICS I IMITEO

c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities and

d) they have prepared the annual accounts for the year ended 31 st March 2013 on a going concern basis

ACKNOWLEDGMENTS

Your Directors wish to record their appreciation of the continued co-operation and assistance received by the Company from Financial Institutions Bankers and Staff

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC Ankleshwar - 393002 Gujarat

Place Mumbai Ashwin S Dani Date 2th May 2013 Chairman

10 GIHRAT ORGASICS I 1JIITED

ANNEXURE TO DIRECTORS REPORT

Disclosure of particulars with respect to Conservation of Energy Technology Absorption Foreign Exchange Earnings and outgo as required under the Companies (Disclosure of Particulars in the Report of Broad of Directors) Rules 1988 and formfng part of the Report of the Board of Directors for the year ended 31 st March 2013

FORMA

A POWER AND FUEL CONSUMPTION

i 2012-13 2011-12 11 Electricitv

I Purchased Unit (KWH) 4803100 4099268 I Total amount (Rs in Lacs) 34195 260960 I RateUnit (Rs) 712 637I

2 Diesel Quantity (K Litres) - I - I

Total amount (Rs In Lacs) - i - I i

Rate Unit (Rs) - bull I 3 Gas I

Quantity (SCM) 1467985 1313175 I Total amount (Rs in Lacs) 44874 27770 i

Rate Unit (Rs) 3057 2115 4 Furnace Oil I

Quantity (KLitres) _ l

TotaL amount (Rs in Lacs) - i Rate Unit (Rs) - -

5 Captive Power Generation I

Through Natural Gas i

Quantity 130512 216924 i

I Unit per SM3 250 I 250 Rate Unit [Rs] 1190 782

B CONSUMPTION PER UNIT OF PRODUCTION

Electricity

2012shy 2011shy13 12

Rs Rs

Diesel

2012shy I 2011shy13 12

Rs i Rs

I

i

Gas (Natural)

2012shy 2011 13 -12

Rs Rs

i Furnace

Oil I

12012- 2011shy13 i 12

Rs Rs

i

ParaOrtho Hydroxy Benzoic Acid amp Derivatives

1440

I

1110 006 - 1889 1182 -

I

002 I I

I I

11 GIJARAT ORGANICS I IMInO

FORMB

Disclosure of Particulars with respect to Technology Absorption

Research and Development (R 8 D)

1 Specific areas in which the Company carries out RampD The RampD activities of the Company pertain to

- Development of new products -- Up gradation of existing products amp technoLogies for improvement in Quality

and minimizing cost by better yields amp reducing cycle time Improvement in process technology -- Reduction in process time

2 Benefits derived as a result of above RampD -- Improvement in quality of the products -- Consistency in quality of the products

3 Expenditure on RampD during the financiaL year is as follows [Rs in lacs]

2012-13 2011-12 1

I (a) Capital I 136 bull (b) Recurring 541 i 475

I I Total RampD Expenditure I 541 I 611I (As a to Turnover) I 010 i 015 I

1

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The Company has not incurred any expenditure for import of technology for its products The thrust is to reduce the cost of production by further improving upon the indigenous technology and reduce process cycle time

FORMC

Disclosure of particulars with respect to foreign exchange earnings and Outgo [Rs in Lacs]

~~~~~~~~~________~____~20~1~2~-1~3~1______~2~011-12i I (a) Earnings in Foreign Exchange 212163 I 183041 I utraquo Expenditure in Foreign Exchange ____~2884 i 3043 i__L

By Order of the Board For GUJARAT ORGANICS LIMITED

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

12 GIflARAT ORGANICS lIMITED

CIN No L99999GJ1978PLC022924 Authorised Capital Rs 50400000shy

Compliance Certificate

To The Members GUJARAT ORGANICS LIMITED Plot No 127 1 G t D C Industrial Estate Ankleshwar - 393002

We have examined the registers records books and papers of GUJARAT ORGANICS LIMITED as required to be maintained under the Companies Act 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2013 In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company its officers and agents we certify that in respect of the aforesaid financial year

1 The Company has kept and maintained the registers as stated in Annexure A to this certificate as per the provisions of the Act and the rules made thereunder and entries therein have been made

2 The company has filed the forms and returns as stated in Annexure B to this certificate with the Registrar of Companies Regional Director Central Government Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder

3 The Company being a Public Limited Company comments that a Private Limited Company has minimum prescribed paid-up capital maximum number of members invitation to public to subscribe for shares and acceptance of deposits from persons other than its members directors or their relatives are not required

4 The Board of Directors duly met 5 (Six) times on 28052012 10082012 0609201203112012 and on 08022013 in respect of which meetings notices were given and the proceedings were recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose(Two Circular resolutions were passed on 27062012 and 26092012

5 The Company closed its Register of Members from 16082012 to 25082012 and necessary compliance of Section 154 of the Act has been made

6 The annual general meeting for the financial year ended on 31 st March 2012 was held on 25092012 after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

7 One extra- ordinary General Meeting was held on 04092012 during the financial year after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

13 ~AT ORGANICS IJMITED

8 The Company has not advanced any loan to its Directors and or persons or firms or companies referred to in the Section 295 of the Act during the financial year

9 The Company has not entered into any contracts falling within the purview of Section 297 of the Act

10 The company has made necessary entries in the register maintained under section 301 of the Act

11 As there were no instances falling within the purview of Section 314 of the Act the company has not obtained any approvals from the Board of Directors members or the previous approval of the Central Government

12 The Company has not issued any duplicate share certificates during the financial year

13 There was no allotmenttransfertransmission of securities during the financial year

The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year

The Company was not required to post warrants to any member of the company as no dividend was declared during the financial year There were no unpaid dividends in the company

There are no unpaid dividends application money due for refund matured deposits matured debentures or the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years

The Company has generally complied with the reqUirements of section 217 of the Act

14 The Board of Directors of the Company is duly constituted and the appointment of Director has been duly made

15 The appointment of the Whole time Director has been made in compliance with the prOvisions of Section 269 read with Schedule XIII to the Act

16 The Company has not appointed any sole selling agents during the financial year

17 The Company was not required to obtain any approvals of the Central Government Company Law Board Regional Director Registrar andor such other authorities prescribed under the various provisions of the Act during the financial year

18 The directors have disclosed their interest in other firms companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder

19 The Company has not issued any shares debentures or securities during the financial year

20 The Company has not bought back any shares during the financial year

14 GHH RAT ORGANICS [ IMITED

21 The Company has redeemed 2000000 6 Non-Cumulative Redeemable Non-Convertible Preference Shares during the financial year

22 There were no transactions necessitating the company to keep in abeyance the rights to dividend rights shares and bonus shares pending registration of transfer of shares

23 The Company has complied with the provisions of sections 58A and 58M read with Companies (Acceptance of Deposit) Rules 1975 in respect of deposits accepted including unsecured loans taken during the year and the Company has filed the copy of statement in lieu of advertisement with the Registrar of Companies Ahmedabad The Company has also filed the return of deposit with the Registrar of Companies

24 The amount borrowed by the Company from directors members public financial institutions banks and others during the financial year ending 31 st March 2013 is within the borrowing limits of the company

25 The Company has made loans and investments in compliance with the provisions of the Act

26 The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office from one state to another during the year under scrutiny

27 The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny

28 The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny

29 The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny

30 The Company has not altered its Articles of Association during the year under scrutiny

31 We are informed that there were no prosecution initiated against or show cause notices received by the Company and no fines or penaLties or any other punishment was imposed on the company during the financial year for offences under the Act

32 The Company has not received any money as security from its employees during the financial year

33 The Company has deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary P N Parikh

C P No 1228

15 GIIARAT ORGANICS flMITEO

Annexure A

Statutory Registers as maintained by the Company

1 Register of Charges us 143 of the Act 2 Register of Members us 150 of the Act 3 Minutes Book of Board Meetings us 193 of the Act (In Loose leaf) 4 Minutes Book of General Meetings us 193 of the Act (In loose leaf) 5 Books of Accounts us 209 of the Act are being audited by the Statutory Auditors

of the Company 6 Register of Contracts us 301 of the Act 7 Register of particulars of Directors etc us 303 of the Act 8 Register of Disclosure of Interest us 301 of the Act 9 Register of Directors Shareholding us 307 of the Act

Other Registers

1 bull Attendance Register of Board Meetings 2 Attendance Register of General Meetings

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary PN Parikh

C P No 1228

16 GIUARAT ORGANICS I IMITED

Annexure 8

Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended on March 31 2013

i Form No Filed If delay No Sr For Date of I Whether

Return under in fiUng section

I filing bull filed within prescribed whether

time YesNo requisite addition

at fee paidI

I r YeslNo 19062012 YesAppointment NA

i 1 I Form 23C 1209(1 )(d)

of DH Zaveri a Co as Cost Auditors forI

the year 2012-13I

28062012 Yes NA

iReturn of58A2 Form 62

Deposits as on I Deposits

Return of I31032012 27082012 Yes NAResignation of3 Form 32 303

I Mr Hasit Dani as Managing Director and Appointment of Mr Arvind

Shah asI I Additional

Director of the Company wef

10082012 II I4 I 27082012 Yes NAChange in Form 32 303

Designation of Mr Arvind

Shah as Whole time Director

of the I Company wef

10082012 30082012 Yes NA192 Appointment5 Form 23

I of Mr Arvind Shah as Whole time Director

of the Company and payment of

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

6 GlJARAT ORGASTCS I [MITED

FINANCE

Total fixed deposit repaid during the year 2012-2013 was Rs 19207 Lacs No fixed deposit which was claimed remained unpaid

EXPORTS

Exports has increased by 1507 from Rs 1924 Lacs to Rs2214 Lacs

SUBSIDIARIES

The Board of Directors vide their meeting held on 10th August 2012 had approved the sale of investments in shares of its subsidiary company namely Vijal Holding and Trading Company Private Limited AccordingLy on compLetion of the aforesaid transaction on 14th August 2012 Vijal Holding and Trading Company Private Limited ceased to exist as the subsidiary of the Company In view of the same henceforth the Company is not required to submit Consolidated Financial statement of accounts as the Company has no other subsidiary

VARIATION OF RIGHTS AND REDEMPTION OF PREFERENCE SHARES

The Board of Directors after obtaining consent of preferenceholders on 21 st August 2012 varied terms attached to 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) of your Company The Company had revised varied the said terms with respect to minimum notice of one week in relation to redemption terms altering the nature of instrument from Cumulative to Non- Cumulative as well as waiver of dividend entitlement Thereby on 6th September 2012 the Company redeemed the said preference shares

DIRECTORS

a) Directors retiring by rotation

In accordance with the requirement of the Companies Act 1956 and as per the Articles of Association of the Company Mr Ashwin S Dani and Mr Mahendra Chhotalal Sheth are liable to retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting A brief resume of the aforesaid directors and other relevant information have been covered in the Notice convening the Annual General Meeting

b) Resignation of Managing Director

10thThe Board of Directors at their Meeting held on August 2012 accepted the resignation of Mr Hasit A Dani as the Director and Managing Director of the Company The Board has placed on its record a deep sense of appreciation for the valuable contributions rendered by Mr Hasit A Dani

c) Appointment of Whole time Director

The Board appointed Mr Arvind R Shah as an Additional Director in accordance with 10thSection 260 of the Companies Act 1956 with effect from August 2012 and

as Whole time Director for a period of five years with effect from 10th August 2012 to 9th August 2017

7 GI iJARAT ORGANICS LIMITED

d) Regularization of Additional Director

Mr Hasit A Dani was appointed as an Additional Director of the company with effect from 27th May 2013 Mr Hasit Dani holds office upto the date of the ensuing Annual General Meeting and is eligible for appointment as the director Your Directors recommend his appointment as a director of your company

AUDITORS

Mis Deepak Shah amp Co Chartered Accountants the present Statutory Auditors of the Company holds office untit the conclusion of the ensuing Annual General Meeting It is proposed to re -appoint them as the Statutory Auditors of the Company until the conclusion of next Annual General Meeting Mis Deepak Shah amp Co have under Section 224(1) of the Companies Act 1956 furnished the certificate of their eligibility for re-appointment

COST AUDITORS

The Cost Compliance Report of the Company issued by Mr Suresh D Shenoy Cost Accountant Mumbai pursuant to the Notifications issued by Ministry of Corporate Affairs on Companies (Cost Accounting Records) Rules 2011 for the FY 2011-12 was duly submitted on 15th December 2012

Pursuant to the Cost Audit Branch Order No 52126CABmiddot2010 dated 06112012 your Board of Directors have re-appointed Mr D H Zaveri Cost Accountant Mumbai as the Cost Auditor of your Company for the financial year 2013-14 to conduct the audit of the cost records of the Company Further the Cost Audit report for the FY 2012-13 is due on 27th September 2013

PERSONNEL

None of the Employees employed throughoutpart of the financial year ended 31 st March 2013 was in receipt of remuneration exceeding the limits laid down under the provisions of Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975

RESEARCH a DEVELOPMENT AND ENERGY CONSERVATION

Your Company continued according to the priority to safety and environment controls at all the levels of the factory Your Company complied with the norms and specifications by sending samples of treated effluents regularly to the concerned authorities

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1 He) of the Companies Act 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988 are given in Annexure forming part of this Report

FOREIGN EXCHANGE EARN ING AND OUTGO

The details of foreign exchange earnings and outgo have been given in the notes on accounts to the Statement of Profit and Loss and the Balance Sheet

8 GJIARAT ORGANICS IIMITED

CORPORATE SOCIAL RESPONSIBILITY

Your Company is a responsible corporate citizen and strives to give back to the community it operates in The Corporate SociaL initiatives which the Company has identified and implemented during the financial year 2012middot 2013 are as under

(i) During the year 98 Self Help Groups (USHG) were organized with 1327 women members that covered 25 villages of Ankleshwar Taluka Around 172 members of SHG individually started income generation activities at project villages With the timely help received from SHGs many members were able to solve their various problems relating to education marriage housing 8 other basic necessities etc

(li) With help of Gujarat Agro Industries Corporation SHG had introduced HDPE bio gas plant for energy self-sufficiency at village level For the best and efficient utilization of most valuable resource of the village ie water SHG had introduced micro irrigation system for its members who do farming with the help of Mis Pragon Micro Irrigation System Ltd

(iii) Various skills enhancement trainings related to health laws agriculture entrepreneurship development etc were given during the year 42 such trainings covering all the SHGs were conducted during the year

(iv) SHG had co-ordinated with Government Semi Government and its departments private institutes for the purpose of various social security measures like providing monthly pension to widow members of SHGs providing low cost life insurance coverage from L1C granting low cost health insurance and personal accident insurance from Oriental Insurance Co Ltd

(v) To provide strong and continuous support for livelihood enhancement SHG had built a strong and positive partnership with the following institutions

(a) District Industrial Centre (DIC) for grants to support income generative activities of SHG members

(b) ATMA (Agriculture Technology Management Agency) project for agriculture related trainings and inputs

(c) Gujarat Handloom and Handicrafts Corporation Gandhinagar for skill upshygradation in handicrafts skills

(d) Yuva Parivartan program for skill up-gradation in garment and other skills

DIRECTORS RESPONSIBILITY STATEMENT

Pursuance to Section 217 (2M) of the Companies Act 1956 the Directors based on the representation received from the management confirm that

a) the Company has in the preparation of the annual accounts followed the applicable accounting standards along with proper explanation relating to material departures if any

b) they 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 the end of financial year and of the profit of your Company for that year

9 GIIARAT ORGANICS I IMITEO

c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities and

d) they have prepared the annual accounts for the year ended 31 st March 2013 on a going concern basis

ACKNOWLEDGMENTS

Your Directors wish to record their appreciation of the continued co-operation and assistance received by the Company from Financial Institutions Bankers and Staff

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC Ankleshwar - 393002 Gujarat

Place Mumbai Ashwin S Dani Date 2th May 2013 Chairman

10 GIHRAT ORGASICS I 1JIITED

ANNEXURE TO DIRECTORS REPORT

Disclosure of particulars with respect to Conservation of Energy Technology Absorption Foreign Exchange Earnings and outgo as required under the Companies (Disclosure of Particulars in the Report of Broad of Directors) Rules 1988 and formfng part of the Report of the Board of Directors for the year ended 31 st March 2013

FORMA

A POWER AND FUEL CONSUMPTION

i 2012-13 2011-12 11 Electricitv

I Purchased Unit (KWH) 4803100 4099268 I Total amount (Rs in Lacs) 34195 260960 I RateUnit (Rs) 712 637I

2 Diesel Quantity (K Litres) - I - I

Total amount (Rs In Lacs) - i - I i

Rate Unit (Rs) - bull I 3 Gas I

Quantity (SCM) 1467985 1313175 I Total amount (Rs in Lacs) 44874 27770 i

Rate Unit (Rs) 3057 2115 4 Furnace Oil I

Quantity (KLitres) _ l

TotaL amount (Rs in Lacs) - i Rate Unit (Rs) - -

5 Captive Power Generation I

Through Natural Gas i

Quantity 130512 216924 i

I Unit per SM3 250 I 250 Rate Unit [Rs] 1190 782

B CONSUMPTION PER UNIT OF PRODUCTION

Electricity

2012shy 2011shy13 12

Rs Rs

Diesel

2012shy I 2011shy13 12

Rs i Rs

I

i

Gas (Natural)

2012shy 2011 13 -12

Rs Rs

i Furnace

Oil I

12012- 2011shy13 i 12

Rs Rs

i

ParaOrtho Hydroxy Benzoic Acid amp Derivatives

1440

I

1110 006 - 1889 1182 -

I

002 I I

I I

11 GIJARAT ORGANICS I IMInO

FORMB

Disclosure of Particulars with respect to Technology Absorption

Research and Development (R 8 D)

1 Specific areas in which the Company carries out RampD The RampD activities of the Company pertain to

- Development of new products -- Up gradation of existing products amp technoLogies for improvement in Quality

and minimizing cost by better yields amp reducing cycle time Improvement in process technology -- Reduction in process time

2 Benefits derived as a result of above RampD -- Improvement in quality of the products -- Consistency in quality of the products

3 Expenditure on RampD during the financiaL year is as follows [Rs in lacs]

2012-13 2011-12 1

I (a) Capital I 136 bull (b) Recurring 541 i 475

I I Total RampD Expenditure I 541 I 611I (As a to Turnover) I 010 i 015 I

1

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The Company has not incurred any expenditure for import of technology for its products The thrust is to reduce the cost of production by further improving upon the indigenous technology and reduce process cycle time

FORMC

Disclosure of particulars with respect to foreign exchange earnings and Outgo [Rs in Lacs]

~~~~~~~~~________~____~20~1~2~-1~3~1______~2~011-12i I (a) Earnings in Foreign Exchange 212163 I 183041 I utraquo Expenditure in Foreign Exchange ____~2884 i 3043 i__L

By Order of the Board For GUJARAT ORGANICS LIMITED

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

12 GIflARAT ORGANICS lIMITED

CIN No L99999GJ1978PLC022924 Authorised Capital Rs 50400000shy

Compliance Certificate

To The Members GUJARAT ORGANICS LIMITED Plot No 127 1 G t D C Industrial Estate Ankleshwar - 393002

We have examined the registers records books and papers of GUJARAT ORGANICS LIMITED as required to be maintained under the Companies Act 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2013 In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company its officers and agents we certify that in respect of the aforesaid financial year

1 The Company has kept and maintained the registers as stated in Annexure A to this certificate as per the provisions of the Act and the rules made thereunder and entries therein have been made

2 The company has filed the forms and returns as stated in Annexure B to this certificate with the Registrar of Companies Regional Director Central Government Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder

3 The Company being a Public Limited Company comments that a Private Limited Company has minimum prescribed paid-up capital maximum number of members invitation to public to subscribe for shares and acceptance of deposits from persons other than its members directors or their relatives are not required

4 The Board of Directors duly met 5 (Six) times on 28052012 10082012 0609201203112012 and on 08022013 in respect of which meetings notices were given and the proceedings were recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose(Two Circular resolutions were passed on 27062012 and 26092012

5 The Company closed its Register of Members from 16082012 to 25082012 and necessary compliance of Section 154 of the Act has been made

6 The annual general meeting for the financial year ended on 31 st March 2012 was held on 25092012 after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

7 One extra- ordinary General Meeting was held on 04092012 during the financial year after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

13 ~AT ORGANICS IJMITED

8 The Company has not advanced any loan to its Directors and or persons or firms or companies referred to in the Section 295 of the Act during the financial year

9 The Company has not entered into any contracts falling within the purview of Section 297 of the Act

10 The company has made necessary entries in the register maintained under section 301 of the Act

11 As there were no instances falling within the purview of Section 314 of the Act the company has not obtained any approvals from the Board of Directors members or the previous approval of the Central Government

12 The Company has not issued any duplicate share certificates during the financial year

13 There was no allotmenttransfertransmission of securities during the financial year

The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year

The Company was not required to post warrants to any member of the company as no dividend was declared during the financial year There were no unpaid dividends in the company

There are no unpaid dividends application money due for refund matured deposits matured debentures or the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years

The Company has generally complied with the reqUirements of section 217 of the Act

14 The Board of Directors of the Company is duly constituted and the appointment of Director has been duly made

15 The appointment of the Whole time Director has been made in compliance with the prOvisions of Section 269 read with Schedule XIII to the Act

16 The Company has not appointed any sole selling agents during the financial year

17 The Company was not required to obtain any approvals of the Central Government Company Law Board Regional Director Registrar andor such other authorities prescribed under the various provisions of the Act during the financial year

18 The directors have disclosed their interest in other firms companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder

19 The Company has not issued any shares debentures or securities during the financial year

20 The Company has not bought back any shares during the financial year

14 GHH RAT ORGANICS [ IMITED

21 The Company has redeemed 2000000 6 Non-Cumulative Redeemable Non-Convertible Preference Shares during the financial year

22 There were no transactions necessitating the company to keep in abeyance the rights to dividend rights shares and bonus shares pending registration of transfer of shares

23 The Company has complied with the provisions of sections 58A and 58M read with Companies (Acceptance of Deposit) Rules 1975 in respect of deposits accepted including unsecured loans taken during the year and the Company has filed the copy of statement in lieu of advertisement with the Registrar of Companies Ahmedabad The Company has also filed the return of deposit with the Registrar of Companies

24 The amount borrowed by the Company from directors members public financial institutions banks and others during the financial year ending 31 st March 2013 is within the borrowing limits of the company

25 The Company has made loans and investments in compliance with the provisions of the Act

26 The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office from one state to another during the year under scrutiny

27 The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny

28 The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny

29 The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny

30 The Company has not altered its Articles of Association during the year under scrutiny

31 We are informed that there were no prosecution initiated against or show cause notices received by the Company and no fines or penaLties or any other punishment was imposed on the company during the financial year for offences under the Act

32 The Company has not received any money as security from its employees during the financial year

33 The Company has deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary P N Parikh

C P No 1228

15 GIIARAT ORGANICS flMITEO

Annexure A

Statutory Registers as maintained by the Company

1 Register of Charges us 143 of the Act 2 Register of Members us 150 of the Act 3 Minutes Book of Board Meetings us 193 of the Act (In Loose leaf) 4 Minutes Book of General Meetings us 193 of the Act (In loose leaf) 5 Books of Accounts us 209 of the Act are being audited by the Statutory Auditors

of the Company 6 Register of Contracts us 301 of the Act 7 Register of particulars of Directors etc us 303 of the Act 8 Register of Disclosure of Interest us 301 of the Act 9 Register of Directors Shareholding us 307 of the Act

Other Registers

1 bull Attendance Register of Board Meetings 2 Attendance Register of General Meetings

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary PN Parikh

C P No 1228

16 GIUARAT ORGANICS I IMITED

Annexure 8

Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended on March 31 2013

i Form No Filed If delay No Sr For Date of I Whether

Return under in fiUng section

I filing bull filed within prescribed whether

time YesNo requisite addition

at fee paidI

I r YeslNo 19062012 YesAppointment NA

i 1 I Form 23C 1209(1 )(d)

of DH Zaveri a Co as Cost Auditors forI

the year 2012-13I

28062012 Yes NA

iReturn of58A2 Form 62

Deposits as on I Deposits

Return of I31032012 27082012 Yes NAResignation of3 Form 32 303

I Mr Hasit Dani as Managing Director and Appointment of Mr Arvind

Shah asI I Additional

Director of the Company wef

10082012 II I4 I 27082012 Yes NAChange in Form 32 303

Designation of Mr Arvind

Shah as Whole time Director

of the I Company wef

10082012 30082012 Yes NA192 Appointment5 Form 23

I of Mr Arvind Shah as Whole time Director

of the Company and payment of

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

7 GI iJARAT ORGANICS LIMITED

d) Regularization of Additional Director

Mr Hasit A Dani was appointed as an Additional Director of the company with effect from 27th May 2013 Mr Hasit Dani holds office upto the date of the ensuing Annual General Meeting and is eligible for appointment as the director Your Directors recommend his appointment as a director of your company

AUDITORS

Mis Deepak Shah amp Co Chartered Accountants the present Statutory Auditors of the Company holds office untit the conclusion of the ensuing Annual General Meeting It is proposed to re -appoint them as the Statutory Auditors of the Company until the conclusion of next Annual General Meeting Mis Deepak Shah amp Co have under Section 224(1) of the Companies Act 1956 furnished the certificate of their eligibility for re-appointment

COST AUDITORS

The Cost Compliance Report of the Company issued by Mr Suresh D Shenoy Cost Accountant Mumbai pursuant to the Notifications issued by Ministry of Corporate Affairs on Companies (Cost Accounting Records) Rules 2011 for the FY 2011-12 was duly submitted on 15th December 2012

Pursuant to the Cost Audit Branch Order No 52126CABmiddot2010 dated 06112012 your Board of Directors have re-appointed Mr D H Zaveri Cost Accountant Mumbai as the Cost Auditor of your Company for the financial year 2013-14 to conduct the audit of the cost records of the Company Further the Cost Audit report for the FY 2012-13 is due on 27th September 2013

PERSONNEL

None of the Employees employed throughoutpart of the financial year ended 31 st March 2013 was in receipt of remuneration exceeding the limits laid down under the provisions of Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975

RESEARCH a DEVELOPMENT AND ENERGY CONSERVATION

Your Company continued according to the priority to safety and environment controls at all the levels of the factory Your Company complied with the norms and specifications by sending samples of treated effluents regularly to the concerned authorities

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 217(1 He) of the Companies Act 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988 are given in Annexure forming part of this Report

FOREIGN EXCHANGE EARN ING AND OUTGO

The details of foreign exchange earnings and outgo have been given in the notes on accounts to the Statement of Profit and Loss and the Balance Sheet

8 GJIARAT ORGANICS IIMITED

CORPORATE SOCIAL RESPONSIBILITY

Your Company is a responsible corporate citizen and strives to give back to the community it operates in The Corporate SociaL initiatives which the Company has identified and implemented during the financial year 2012middot 2013 are as under

(i) During the year 98 Self Help Groups (USHG) were organized with 1327 women members that covered 25 villages of Ankleshwar Taluka Around 172 members of SHG individually started income generation activities at project villages With the timely help received from SHGs many members were able to solve their various problems relating to education marriage housing 8 other basic necessities etc

(li) With help of Gujarat Agro Industries Corporation SHG had introduced HDPE bio gas plant for energy self-sufficiency at village level For the best and efficient utilization of most valuable resource of the village ie water SHG had introduced micro irrigation system for its members who do farming with the help of Mis Pragon Micro Irrigation System Ltd

(iii) Various skills enhancement trainings related to health laws agriculture entrepreneurship development etc were given during the year 42 such trainings covering all the SHGs were conducted during the year

(iv) SHG had co-ordinated with Government Semi Government and its departments private institutes for the purpose of various social security measures like providing monthly pension to widow members of SHGs providing low cost life insurance coverage from L1C granting low cost health insurance and personal accident insurance from Oriental Insurance Co Ltd

(v) To provide strong and continuous support for livelihood enhancement SHG had built a strong and positive partnership with the following institutions

(a) District Industrial Centre (DIC) for grants to support income generative activities of SHG members

(b) ATMA (Agriculture Technology Management Agency) project for agriculture related trainings and inputs

(c) Gujarat Handloom and Handicrafts Corporation Gandhinagar for skill upshygradation in handicrafts skills

(d) Yuva Parivartan program for skill up-gradation in garment and other skills

DIRECTORS RESPONSIBILITY STATEMENT

Pursuance to Section 217 (2M) of the Companies Act 1956 the Directors based on the representation received from the management confirm that

a) the Company has in the preparation of the annual accounts followed the applicable accounting standards along with proper explanation relating to material departures if any

b) they 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 the end of financial year and of the profit of your Company for that year

9 GIIARAT ORGANICS I IMITEO

c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities and

d) they have prepared the annual accounts for the year ended 31 st March 2013 on a going concern basis

ACKNOWLEDGMENTS

Your Directors wish to record their appreciation of the continued co-operation and assistance received by the Company from Financial Institutions Bankers and Staff

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC Ankleshwar - 393002 Gujarat

Place Mumbai Ashwin S Dani Date 2th May 2013 Chairman

10 GIHRAT ORGASICS I 1JIITED

ANNEXURE TO DIRECTORS REPORT

Disclosure of particulars with respect to Conservation of Energy Technology Absorption Foreign Exchange Earnings and outgo as required under the Companies (Disclosure of Particulars in the Report of Broad of Directors) Rules 1988 and formfng part of the Report of the Board of Directors for the year ended 31 st March 2013

FORMA

A POWER AND FUEL CONSUMPTION

i 2012-13 2011-12 11 Electricitv

I Purchased Unit (KWH) 4803100 4099268 I Total amount (Rs in Lacs) 34195 260960 I RateUnit (Rs) 712 637I

2 Diesel Quantity (K Litres) - I - I

Total amount (Rs In Lacs) - i - I i

Rate Unit (Rs) - bull I 3 Gas I

Quantity (SCM) 1467985 1313175 I Total amount (Rs in Lacs) 44874 27770 i

Rate Unit (Rs) 3057 2115 4 Furnace Oil I

Quantity (KLitres) _ l

TotaL amount (Rs in Lacs) - i Rate Unit (Rs) - -

5 Captive Power Generation I

Through Natural Gas i

Quantity 130512 216924 i

I Unit per SM3 250 I 250 Rate Unit [Rs] 1190 782

B CONSUMPTION PER UNIT OF PRODUCTION

Electricity

2012shy 2011shy13 12

Rs Rs

Diesel

2012shy I 2011shy13 12

Rs i Rs

I

i

Gas (Natural)

2012shy 2011 13 -12

Rs Rs

i Furnace

Oil I

12012- 2011shy13 i 12

Rs Rs

i

ParaOrtho Hydroxy Benzoic Acid amp Derivatives

1440

I

1110 006 - 1889 1182 -

I

002 I I

I I

11 GIJARAT ORGANICS I IMInO

FORMB

Disclosure of Particulars with respect to Technology Absorption

Research and Development (R 8 D)

1 Specific areas in which the Company carries out RampD The RampD activities of the Company pertain to

- Development of new products -- Up gradation of existing products amp technoLogies for improvement in Quality

and minimizing cost by better yields amp reducing cycle time Improvement in process technology -- Reduction in process time

2 Benefits derived as a result of above RampD -- Improvement in quality of the products -- Consistency in quality of the products

3 Expenditure on RampD during the financiaL year is as follows [Rs in lacs]

2012-13 2011-12 1

I (a) Capital I 136 bull (b) Recurring 541 i 475

I I Total RampD Expenditure I 541 I 611I (As a to Turnover) I 010 i 015 I

1

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The Company has not incurred any expenditure for import of technology for its products The thrust is to reduce the cost of production by further improving upon the indigenous technology and reduce process cycle time

FORMC

Disclosure of particulars with respect to foreign exchange earnings and Outgo [Rs in Lacs]

~~~~~~~~~________~____~20~1~2~-1~3~1______~2~011-12i I (a) Earnings in Foreign Exchange 212163 I 183041 I utraquo Expenditure in Foreign Exchange ____~2884 i 3043 i__L

By Order of the Board For GUJARAT ORGANICS LIMITED

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

12 GIflARAT ORGANICS lIMITED

CIN No L99999GJ1978PLC022924 Authorised Capital Rs 50400000shy

Compliance Certificate

To The Members GUJARAT ORGANICS LIMITED Plot No 127 1 G t D C Industrial Estate Ankleshwar - 393002

We have examined the registers records books and papers of GUJARAT ORGANICS LIMITED as required to be maintained under the Companies Act 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2013 In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company its officers and agents we certify that in respect of the aforesaid financial year

1 The Company has kept and maintained the registers as stated in Annexure A to this certificate as per the provisions of the Act and the rules made thereunder and entries therein have been made

2 The company has filed the forms and returns as stated in Annexure B to this certificate with the Registrar of Companies Regional Director Central Government Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder

3 The Company being a Public Limited Company comments that a Private Limited Company has minimum prescribed paid-up capital maximum number of members invitation to public to subscribe for shares and acceptance of deposits from persons other than its members directors or their relatives are not required

4 The Board of Directors duly met 5 (Six) times on 28052012 10082012 0609201203112012 and on 08022013 in respect of which meetings notices were given and the proceedings were recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose(Two Circular resolutions were passed on 27062012 and 26092012

5 The Company closed its Register of Members from 16082012 to 25082012 and necessary compliance of Section 154 of the Act has been made

6 The annual general meeting for the financial year ended on 31 st March 2012 was held on 25092012 after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

7 One extra- ordinary General Meeting was held on 04092012 during the financial year after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

13 ~AT ORGANICS IJMITED

8 The Company has not advanced any loan to its Directors and or persons or firms or companies referred to in the Section 295 of the Act during the financial year

9 The Company has not entered into any contracts falling within the purview of Section 297 of the Act

10 The company has made necessary entries in the register maintained under section 301 of the Act

11 As there were no instances falling within the purview of Section 314 of the Act the company has not obtained any approvals from the Board of Directors members or the previous approval of the Central Government

12 The Company has not issued any duplicate share certificates during the financial year

13 There was no allotmenttransfertransmission of securities during the financial year

The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year

The Company was not required to post warrants to any member of the company as no dividend was declared during the financial year There were no unpaid dividends in the company

There are no unpaid dividends application money due for refund matured deposits matured debentures or the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years

The Company has generally complied with the reqUirements of section 217 of the Act

14 The Board of Directors of the Company is duly constituted and the appointment of Director has been duly made

15 The appointment of the Whole time Director has been made in compliance with the prOvisions of Section 269 read with Schedule XIII to the Act

16 The Company has not appointed any sole selling agents during the financial year

17 The Company was not required to obtain any approvals of the Central Government Company Law Board Regional Director Registrar andor such other authorities prescribed under the various provisions of the Act during the financial year

18 The directors have disclosed their interest in other firms companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder

19 The Company has not issued any shares debentures or securities during the financial year

20 The Company has not bought back any shares during the financial year

14 GHH RAT ORGANICS [ IMITED

21 The Company has redeemed 2000000 6 Non-Cumulative Redeemable Non-Convertible Preference Shares during the financial year

22 There were no transactions necessitating the company to keep in abeyance the rights to dividend rights shares and bonus shares pending registration of transfer of shares

23 The Company has complied with the provisions of sections 58A and 58M read with Companies (Acceptance of Deposit) Rules 1975 in respect of deposits accepted including unsecured loans taken during the year and the Company has filed the copy of statement in lieu of advertisement with the Registrar of Companies Ahmedabad The Company has also filed the return of deposit with the Registrar of Companies

24 The amount borrowed by the Company from directors members public financial institutions banks and others during the financial year ending 31 st March 2013 is within the borrowing limits of the company

25 The Company has made loans and investments in compliance with the provisions of the Act

26 The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office from one state to another during the year under scrutiny

27 The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny

28 The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny

29 The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny

30 The Company has not altered its Articles of Association during the year under scrutiny

31 We are informed that there were no prosecution initiated against or show cause notices received by the Company and no fines or penaLties or any other punishment was imposed on the company during the financial year for offences under the Act

32 The Company has not received any money as security from its employees during the financial year

33 The Company has deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary P N Parikh

C P No 1228

15 GIIARAT ORGANICS flMITEO

Annexure A

Statutory Registers as maintained by the Company

1 Register of Charges us 143 of the Act 2 Register of Members us 150 of the Act 3 Minutes Book of Board Meetings us 193 of the Act (In Loose leaf) 4 Minutes Book of General Meetings us 193 of the Act (In loose leaf) 5 Books of Accounts us 209 of the Act are being audited by the Statutory Auditors

of the Company 6 Register of Contracts us 301 of the Act 7 Register of particulars of Directors etc us 303 of the Act 8 Register of Disclosure of Interest us 301 of the Act 9 Register of Directors Shareholding us 307 of the Act

Other Registers

1 bull Attendance Register of Board Meetings 2 Attendance Register of General Meetings

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary PN Parikh

C P No 1228

16 GIUARAT ORGANICS I IMITED

Annexure 8

Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended on March 31 2013

i Form No Filed If delay No Sr For Date of I Whether

Return under in fiUng section

I filing bull filed within prescribed whether

time YesNo requisite addition

at fee paidI

I r YeslNo 19062012 YesAppointment NA

i 1 I Form 23C 1209(1 )(d)

of DH Zaveri a Co as Cost Auditors forI

the year 2012-13I

28062012 Yes NA

iReturn of58A2 Form 62

Deposits as on I Deposits

Return of I31032012 27082012 Yes NAResignation of3 Form 32 303

I Mr Hasit Dani as Managing Director and Appointment of Mr Arvind

Shah asI I Additional

Director of the Company wef

10082012 II I4 I 27082012 Yes NAChange in Form 32 303

Designation of Mr Arvind

Shah as Whole time Director

of the I Company wef

10082012 30082012 Yes NA192 Appointment5 Form 23

I of Mr Arvind Shah as Whole time Director

of the Company and payment of

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

8 GJIARAT ORGANICS IIMITED

CORPORATE SOCIAL RESPONSIBILITY

Your Company is a responsible corporate citizen and strives to give back to the community it operates in The Corporate SociaL initiatives which the Company has identified and implemented during the financial year 2012middot 2013 are as under

(i) During the year 98 Self Help Groups (USHG) were organized with 1327 women members that covered 25 villages of Ankleshwar Taluka Around 172 members of SHG individually started income generation activities at project villages With the timely help received from SHGs many members were able to solve their various problems relating to education marriage housing 8 other basic necessities etc

(li) With help of Gujarat Agro Industries Corporation SHG had introduced HDPE bio gas plant for energy self-sufficiency at village level For the best and efficient utilization of most valuable resource of the village ie water SHG had introduced micro irrigation system for its members who do farming with the help of Mis Pragon Micro Irrigation System Ltd

(iii) Various skills enhancement trainings related to health laws agriculture entrepreneurship development etc were given during the year 42 such trainings covering all the SHGs were conducted during the year

(iv) SHG had co-ordinated with Government Semi Government and its departments private institutes for the purpose of various social security measures like providing monthly pension to widow members of SHGs providing low cost life insurance coverage from L1C granting low cost health insurance and personal accident insurance from Oriental Insurance Co Ltd

(v) To provide strong and continuous support for livelihood enhancement SHG had built a strong and positive partnership with the following institutions

(a) District Industrial Centre (DIC) for grants to support income generative activities of SHG members

(b) ATMA (Agriculture Technology Management Agency) project for agriculture related trainings and inputs

(c) Gujarat Handloom and Handicrafts Corporation Gandhinagar for skill upshygradation in handicrafts skills

(d) Yuva Parivartan program for skill up-gradation in garment and other skills

DIRECTORS RESPONSIBILITY STATEMENT

Pursuance to Section 217 (2M) of the Companies Act 1956 the Directors based on the representation received from the management confirm that

a) the Company has in the preparation of the annual accounts followed the applicable accounting standards along with proper explanation relating to material departures if any

b) they 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 the end of financial year and of the profit of your Company for that year

9 GIIARAT ORGANICS I IMITEO

c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities and

d) they have prepared the annual accounts for the year ended 31 st March 2013 on a going concern basis

ACKNOWLEDGMENTS

Your Directors wish to record their appreciation of the continued co-operation and assistance received by the Company from Financial Institutions Bankers and Staff

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC Ankleshwar - 393002 Gujarat

Place Mumbai Ashwin S Dani Date 2th May 2013 Chairman

10 GIHRAT ORGASICS I 1JIITED

ANNEXURE TO DIRECTORS REPORT

Disclosure of particulars with respect to Conservation of Energy Technology Absorption Foreign Exchange Earnings and outgo as required under the Companies (Disclosure of Particulars in the Report of Broad of Directors) Rules 1988 and formfng part of the Report of the Board of Directors for the year ended 31 st March 2013

FORMA

A POWER AND FUEL CONSUMPTION

i 2012-13 2011-12 11 Electricitv

I Purchased Unit (KWH) 4803100 4099268 I Total amount (Rs in Lacs) 34195 260960 I RateUnit (Rs) 712 637I

2 Diesel Quantity (K Litres) - I - I

Total amount (Rs In Lacs) - i - I i

Rate Unit (Rs) - bull I 3 Gas I

Quantity (SCM) 1467985 1313175 I Total amount (Rs in Lacs) 44874 27770 i

Rate Unit (Rs) 3057 2115 4 Furnace Oil I

Quantity (KLitres) _ l

TotaL amount (Rs in Lacs) - i Rate Unit (Rs) - -

5 Captive Power Generation I

Through Natural Gas i

Quantity 130512 216924 i

I Unit per SM3 250 I 250 Rate Unit [Rs] 1190 782

B CONSUMPTION PER UNIT OF PRODUCTION

Electricity

2012shy 2011shy13 12

Rs Rs

Diesel

2012shy I 2011shy13 12

Rs i Rs

I

i

Gas (Natural)

2012shy 2011 13 -12

Rs Rs

i Furnace

Oil I

12012- 2011shy13 i 12

Rs Rs

i

ParaOrtho Hydroxy Benzoic Acid amp Derivatives

1440

I

1110 006 - 1889 1182 -

I

002 I I

I I

11 GIJARAT ORGANICS I IMInO

FORMB

Disclosure of Particulars with respect to Technology Absorption

Research and Development (R 8 D)

1 Specific areas in which the Company carries out RampD The RampD activities of the Company pertain to

- Development of new products -- Up gradation of existing products amp technoLogies for improvement in Quality

and minimizing cost by better yields amp reducing cycle time Improvement in process technology -- Reduction in process time

2 Benefits derived as a result of above RampD -- Improvement in quality of the products -- Consistency in quality of the products

3 Expenditure on RampD during the financiaL year is as follows [Rs in lacs]

2012-13 2011-12 1

I (a) Capital I 136 bull (b) Recurring 541 i 475

I I Total RampD Expenditure I 541 I 611I (As a to Turnover) I 010 i 015 I

1

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The Company has not incurred any expenditure for import of technology for its products The thrust is to reduce the cost of production by further improving upon the indigenous technology and reduce process cycle time

FORMC

Disclosure of particulars with respect to foreign exchange earnings and Outgo [Rs in Lacs]

~~~~~~~~~________~____~20~1~2~-1~3~1______~2~011-12i I (a) Earnings in Foreign Exchange 212163 I 183041 I utraquo Expenditure in Foreign Exchange ____~2884 i 3043 i__L

By Order of the Board For GUJARAT ORGANICS LIMITED

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

12 GIflARAT ORGANICS lIMITED

CIN No L99999GJ1978PLC022924 Authorised Capital Rs 50400000shy

Compliance Certificate

To The Members GUJARAT ORGANICS LIMITED Plot No 127 1 G t D C Industrial Estate Ankleshwar - 393002

We have examined the registers records books and papers of GUJARAT ORGANICS LIMITED as required to be maintained under the Companies Act 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2013 In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company its officers and agents we certify that in respect of the aforesaid financial year

1 The Company has kept and maintained the registers as stated in Annexure A to this certificate as per the provisions of the Act and the rules made thereunder and entries therein have been made

2 The company has filed the forms and returns as stated in Annexure B to this certificate with the Registrar of Companies Regional Director Central Government Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder

3 The Company being a Public Limited Company comments that a Private Limited Company has minimum prescribed paid-up capital maximum number of members invitation to public to subscribe for shares and acceptance of deposits from persons other than its members directors or their relatives are not required

4 The Board of Directors duly met 5 (Six) times on 28052012 10082012 0609201203112012 and on 08022013 in respect of which meetings notices were given and the proceedings were recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose(Two Circular resolutions were passed on 27062012 and 26092012

5 The Company closed its Register of Members from 16082012 to 25082012 and necessary compliance of Section 154 of the Act has been made

6 The annual general meeting for the financial year ended on 31 st March 2012 was held on 25092012 after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

7 One extra- ordinary General Meeting was held on 04092012 during the financial year after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

13 ~AT ORGANICS IJMITED

8 The Company has not advanced any loan to its Directors and or persons or firms or companies referred to in the Section 295 of the Act during the financial year

9 The Company has not entered into any contracts falling within the purview of Section 297 of the Act

10 The company has made necessary entries in the register maintained under section 301 of the Act

11 As there were no instances falling within the purview of Section 314 of the Act the company has not obtained any approvals from the Board of Directors members or the previous approval of the Central Government

12 The Company has not issued any duplicate share certificates during the financial year

13 There was no allotmenttransfertransmission of securities during the financial year

The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year

The Company was not required to post warrants to any member of the company as no dividend was declared during the financial year There were no unpaid dividends in the company

There are no unpaid dividends application money due for refund matured deposits matured debentures or the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years

The Company has generally complied with the reqUirements of section 217 of the Act

14 The Board of Directors of the Company is duly constituted and the appointment of Director has been duly made

15 The appointment of the Whole time Director has been made in compliance with the prOvisions of Section 269 read with Schedule XIII to the Act

16 The Company has not appointed any sole selling agents during the financial year

17 The Company was not required to obtain any approvals of the Central Government Company Law Board Regional Director Registrar andor such other authorities prescribed under the various provisions of the Act during the financial year

18 The directors have disclosed their interest in other firms companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder

19 The Company has not issued any shares debentures or securities during the financial year

20 The Company has not bought back any shares during the financial year

14 GHH RAT ORGANICS [ IMITED

21 The Company has redeemed 2000000 6 Non-Cumulative Redeemable Non-Convertible Preference Shares during the financial year

22 There were no transactions necessitating the company to keep in abeyance the rights to dividend rights shares and bonus shares pending registration of transfer of shares

23 The Company has complied with the provisions of sections 58A and 58M read with Companies (Acceptance of Deposit) Rules 1975 in respect of deposits accepted including unsecured loans taken during the year and the Company has filed the copy of statement in lieu of advertisement with the Registrar of Companies Ahmedabad The Company has also filed the return of deposit with the Registrar of Companies

24 The amount borrowed by the Company from directors members public financial institutions banks and others during the financial year ending 31 st March 2013 is within the borrowing limits of the company

25 The Company has made loans and investments in compliance with the provisions of the Act

26 The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office from one state to another during the year under scrutiny

27 The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny

28 The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny

29 The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny

30 The Company has not altered its Articles of Association during the year under scrutiny

31 We are informed that there were no prosecution initiated against or show cause notices received by the Company and no fines or penaLties or any other punishment was imposed on the company during the financial year for offences under the Act

32 The Company has not received any money as security from its employees during the financial year

33 The Company has deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary P N Parikh

C P No 1228

15 GIIARAT ORGANICS flMITEO

Annexure A

Statutory Registers as maintained by the Company

1 Register of Charges us 143 of the Act 2 Register of Members us 150 of the Act 3 Minutes Book of Board Meetings us 193 of the Act (In Loose leaf) 4 Minutes Book of General Meetings us 193 of the Act (In loose leaf) 5 Books of Accounts us 209 of the Act are being audited by the Statutory Auditors

of the Company 6 Register of Contracts us 301 of the Act 7 Register of particulars of Directors etc us 303 of the Act 8 Register of Disclosure of Interest us 301 of the Act 9 Register of Directors Shareholding us 307 of the Act

Other Registers

1 bull Attendance Register of Board Meetings 2 Attendance Register of General Meetings

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary PN Parikh

C P No 1228

16 GIUARAT ORGANICS I IMITED

Annexure 8

Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended on March 31 2013

i Form No Filed If delay No Sr For Date of I Whether

Return under in fiUng section

I filing bull filed within prescribed whether

time YesNo requisite addition

at fee paidI

I r YeslNo 19062012 YesAppointment NA

i 1 I Form 23C 1209(1 )(d)

of DH Zaveri a Co as Cost Auditors forI

the year 2012-13I

28062012 Yes NA

iReturn of58A2 Form 62

Deposits as on I Deposits

Return of I31032012 27082012 Yes NAResignation of3 Form 32 303

I Mr Hasit Dani as Managing Director and Appointment of Mr Arvind

Shah asI I Additional

Director of the Company wef

10082012 II I4 I 27082012 Yes NAChange in Form 32 303

Designation of Mr Arvind

Shah as Whole time Director

of the I Company wef

10082012 30082012 Yes NA192 Appointment5 Form 23

I of Mr Arvind Shah as Whole time Director

of the Company and payment of

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

9 GIIARAT ORGANICS I IMITEO

c) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities and

d) they have prepared the annual accounts for the year ended 31 st March 2013 on a going concern basis

ACKNOWLEDGMENTS

Your Directors wish to record their appreciation of the continued co-operation and assistance received by the Company from Financial Institutions Bankers and Staff

By Order of the Board For GUJARAT ORGANICS LIMITED

Registered Office Plot 1271 Industrial Estate GIDC Ankleshwar - 393002 Gujarat

Place Mumbai Ashwin S Dani Date 2th May 2013 Chairman

10 GIHRAT ORGASICS I 1JIITED

ANNEXURE TO DIRECTORS REPORT

Disclosure of particulars with respect to Conservation of Energy Technology Absorption Foreign Exchange Earnings and outgo as required under the Companies (Disclosure of Particulars in the Report of Broad of Directors) Rules 1988 and formfng part of the Report of the Board of Directors for the year ended 31 st March 2013

FORMA

A POWER AND FUEL CONSUMPTION

i 2012-13 2011-12 11 Electricitv

I Purchased Unit (KWH) 4803100 4099268 I Total amount (Rs in Lacs) 34195 260960 I RateUnit (Rs) 712 637I

2 Diesel Quantity (K Litres) - I - I

Total amount (Rs In Lacs) - i - I i

Rate Unit (Rs) - bull I 3 Gas I

Quantity (SCM) 1467985 1313175 I Total amount (Rs in Lacs) 44874 27770 i

Rate Unit (Rs) 3057 2115 4 Furnace Oil I

Quantity (KLitres) _ l

TotaL amount (Rs in Lacs) - i Rate Unit (Rs) - -

5 Captive Power Generation I

Through Natural Gas i

Quantity 130512 216924 i

I Unit per SM3 250 I 250 Rate Unit [Rs] 1190 782

B CONSUMPTION PER UNIT OF PRODUCTION

Electricity

2012shy 2011shy13 12

Rs Rs

Diesel

2012shy I 2011shy13 12

Rs i Rs

I

i

Gas (Natural)

2012shy 2011 13 -12

Rs Rs

i Furnace

Oil I

12012- 2011shy13 i 12

Rs Rs

i

ParaOrtho Hydroxy Benzoic Acid amp Derivatives

1440

I

1110 006 - 1889 1182 -

I

002 I I

I I

11 GIJARAT ORGANICS I IMInO

FORMB

Disclosure of Particulars with respect to Technology Absorption

Research and Development (R 8 D)

1 Specific areas in which the Company carries out RampD The RampD activities of the Company pertain to

- Development of new products -- Up gradation of existing products amp technoLogies for improvement in Quality

and minimizing cost by better yields amp reducing cycle time Improvement in process technology -- Reduction in process time

2 Benefits derived as a result of above RampD -- Improvement in quality of the products -- Consistency in quality of the products

3 Expenditure on RampD during the financiaL year is as follows [Rs in lacs]

2012-13 2011-12 1

I (a) Capital I 136 bull (b) Recurring 541 i 475

I I Total RampD Expenditure I 541 I 611I (As a to Turnover) I 010 i 015 I

1

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The Company has not incurred any expenditure for import of technology for its products The thrust is to reduce the cost of production by further improving upon the indigenous technology and reduce process cycle time

FORMC

Disclosure of particulars with respect to foreign exchange earnings and Outgo [Rs in Lacs]

~~~~~~~~~________~____~20~1~2~-1~3~1______~2~011-12i I (a) Earnings in Foreign Exchange 212163 I 183041 I utraquo Expenditure in Foreign Exchange ____~2884 i 3043 i__L

By Order of the Board For GUJARAT ORGANICS LIMITED

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

12 GIflARAT ORGANICS lIMITED

CIN No L99999GJ1978PLC022924 Authorised Capital Rs 50400000shy

Compliance Certificate

To The Members GUJARAT ORGANICS LIMITED Plot No 127 1 G t D C Industrial Estate Ankleshwar - 393002

We have examined the registers records books and papers of GUJARAT ORGANICS LIMITED as required to be maintained under the Companies Act 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2013 In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company its officers and agents we certify that in respect of the aforesaid financial year

1 The Company has kept and maintained the registers as stated in Annexure A to this certificate as per the provisions of the Act and the rules made thereunder and entries therein have been made

2 The company has filed the forms and returns as stated in Annexure B to this certificate with the Registrar of Companies Regional Director Central Government Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder

3 The Company being a Public Limited Company comments that a Private Limited Company has minimum prescribed paid-up capital maximum number of members invitation to public to subscribe for shares and acceptance of deposits from persons other than its members directors or their relatives are not required

4 The Board of Directors duly met 5 (Six) times on 28052012 10082012 0609201203112012 and on 08022013 in respect of which meetings notices were given and the proceedings were recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose(Two Circular resolutions were passed on 27062012 and 26092012

5 The Company closed its Register of Members from 16082012 to 25082012 and necessary compliance of Section 154 of the Act has been made

6 The annual general meeting for the financial year ended on 31 st March 2012 was held on 25092012 after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

7 One extra- ordinary General Meeting was held on 04092012 during the financial year after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

13 ~AT ORGANICS IJMITED

8 The Company has not advanced any loan to its Directors and or persons or firms or companies referred to in the Section 295 of the Act during the financial year

9 The Company has not entered into any contracts falling within the purview of Section 297 of the Act

10 The company has made necessary entries in the register maintained under section 301 of the Act

11 As there were no instances falling within the purview of Section 314 of the Act the company has not obtained any approvals from the Board of Directors members or the previous approval of the Central Government

12 The Company has not issued any duplicate share certificates during the financial year

13 There was no allotmenttransfertransmission of securities during the financial year

The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year

The Company was not required to post warrants to any member of the company as no dividend was declared during the financial year There were no unpaid dividends in the company

There are no unpaid dividends application money due for refund matured deposits matured debentures or the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years

The Company has generally complied with the reqUirements of section 217 of the Act

14 The Board of Directors of the Company is duly constituted and the appointment of Director has been duly made

15 The appointment of the Whole time Director has been made in compliance with the prOvisions of Section 269 read with Schedule XIII to the Act

16 The Company has not appointed any sole selling agents during the financial year

17 The Company was not required to obtain any approvals of the Central Government Company Law Board Regional Director Registrar andor such other authorities prescribed under the various provisions of the Act during the financial year

18 The directors have disclosed their interest in other firms companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder

19 The Company has not issued any shares debentures or securities during the financial year

20 The Company has not bought back any shares during the financial year

14 GHH RAT ORGANICS [ IMITED

21 The Company has redeemed 2000000 6 Non-Cumulative Redeemable Non-Convertible Preference Shares during the financial year

22 There were no transactions necessitating the company to keep in abeyance the rights to dividend rights shares and bonus shares pending registration of transfer of shares

23 The Company has complied with the provisions of sections 58A and 58M read with Companies (Acceptance of Deposit) Rules 1975 in respect of deposits accepted including unsecured loans taken during the year and the Company has filed the copy of statement in lieu of advertisement with the Registrar of Companies Ahmedabad The Company has also filed the return of deposit with the Registrar of Companies

24 The amount borrowed by the Company from directors members public financial institutions banks and others during the financial year ending 31 st March 2013 is within the borrowing limits of the company

25 The Company has made loans and investments in compliance with the provisions of the Act

26 The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office from one state to another during the year under scrutiny

27 The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny

28 The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny

29 The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny

30 The Company has not altered its Articles of Association during the year under scrutiny

31 We are informed that there were no prosecution initiated against or show cause notices received by the Company and no fines or penaLties or any other punishment was imposed on the company during the financial year for offences under the Act

32 The Company has not received any money as security from its employees during the financial year

33 The Company has deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary P N Parikh

C P No 1228

15 GIIARAT ORGANICS flMITEO

Annexure A

Statutory Registers as maintained by the Company

1 Register of Charges us 143 of the Act 2 Register of Members us 150 of the Act 3 Minutes Book of Board Meetings us 193 of the Act (In Loose leaf) 4 Minutes Book of General Meetings us 193 of the Act (In loose leaf) 5 Books of Accounts us 209 of the Act are being audited by the Statutory Auditors

of the Company 6 Register of Contracts us 301 of the Act 7 Register of particulars of Directors etc us 303 of the Act 8 Register of Disclosure of Interest us 301 of the Act 9 Register of Directors Shareholding us 307 of the Act

Other Registers

1 bull Attendance Register of Board Meetings 2 Attendance Register of General Meetings

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary PN Parikh

C P No 1228

16 GIUARAT ORGANICS I IMITED

Annexure 8

Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended on March 31 2013

i Form No Filed If delay No Sr For Date of I Whether

Return under in fiUng section

I filing bull filed within prescribed whether

time YesNo requisite addition

at fee paidI

I r YeslNo 19062012 YesAppointment NA

i 1 I Form 23C 1209(1 )(d)

of DH Zaveri a Co as Cost Auditors forI

the year 2012-13I

28062012 Yes NA

iReturn of58A2 Form 62

Deposits as on I Deposits

Return of I31032012 27082012 Yes NAResignation of3 Form 32 303

I Mr Hasit Dani as Managing Director and Appointment of Mr Arvind

Shah asI I Additional

Director of the Company wef

10082012 II I4 I 27082012 Yes NAChange in Form 32 303

Designation of Mr Arvind

Shah as Whole time Director

of the I Company wef

10082012 30082012 Yes NA192 Appointment5 Form 23

I of Mr Arvind Shah as Whole time Director

of the Company and payment of

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

10 GIHRAT ORGASICS I 1JIITED

ANNEXURE TO DIRECTORS REPORT

Disclosure of particulars with respect to Conservation of Energy Technology Absorption Foreign Exchange Earnings and outgo as required under the Companies (Disclosure of Particulars in the Report of Broad of Directors) Rules 1988 and formfng part of the Report of the Board of Directors for the year ended 31 st March 2013

FORMA

A POWER AND FUEL CONSUMPTION

i 2012-13 2011-12 11 Electricitv

I Purchased Unit (KWH) 4803100 4099268 I Total amount (Rs in Lacs) 34195 260960 I RateUnit (Rs) 712 637I

2 Diesel Quantity (K Litres) - I - I

Total amount (Rs In Lacs) - i - I i

Rate Unit (Rs) - bull I 3 Gas I

Quantity (SCM) 1467985 1313175 I Total amount (Rs in Lacs) 44874 27770 i

Rate Unit (Rs) 3057 2115 4 Furnace Oil I

Quantity (KLitres) _ l

TotaL amount (Rs in Lacs) - i Rate Unit (Rs) - -

5 Captive Power Generation I

Through Natural Gas i

Quantity 130512 216924 i

I Unit per SM3 250 I 250 Rate Unit [Rs] 1190 782

B CONSUMPTION PER UNIT OF PRODUCTION

Electricity

2012shy 2011shy13 12

Rs Rs

Diesel

2012shy I 2011shy13 12

Rs i Rs

I

i

Gas (Natural)

2012shy 2011 13 -12

Rs Rs

i Furnace

Oil I

12012- 2011shy13 i 12

Rs Rs

i

ParaOrtho Hydroxy Benzoic Acid amp Derivatives

1440

I

1110 006 - 1889 1182 -

I

002 I I

I I

11 GIJARAT ORGANICS I IMInO

FORMB

Disclosure of Particulars with respect to Technology Absorption

Research and Development (R 8 D)

1 Specific areas in which the Company carries out RampD The RampD activities of the Company pertain to

- Development of new products -- Up gradation of existing products amp technoLogies for improvement in Quality

and minimizing cost by better yields amp reducing cycle time Improvement in process technology -- Reduction in process time

2 Benefits derived as a result of above RampD -- Improvement in quality of the products -- Consistency in quality of the products

3 Expenditure on RampD during the financiaL year is as follows [Rs in lacs]

2012-13 2011-12 1

I (a) Capital I 136 bull (b) Recurring 541 i 475

I I Total RampD Expenditure I 541 I 611I (As a to Turnover) I 010 i 015 I

1

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The Company has not incurred any expenditure for import of technology for its products The thrust is to reduce the cost of production by further improving upon the indigenous technology and reduce process cycle time

FORMC

Disclosure of particulars with respect to foreign exchange earnings and Outgo [Rs in Lacs]

~~~~~~~~~________~____~20~1~2~-1~3~1______~2~011-12i I (a) Earnings in Foreign Exchange 212163 I 183041 I utraquo Expenditure in Foreign Exchange ____~2884 i 3043 i__L

By Order of the Board For GUJARAT ORGANICS LIMITED

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

12 GIflARAT ORGANICS lIMITED

CIN No L99999GJ1978PLC022924 Authorised Capital Rs 50400000shy

Compliance Certificate

To The Members GUJARAT ORGANICS LIMITED Plot No 127 1 G t D C Industrial Estate Ankleshwar - 393002

We have examined the registers records books and papers of GUJARAT ORGANICS LIMITED as required to be maintained under the Companies Act 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2013 In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company its officers and agents we certify that in respect of the aforesaid financial year

1 The Company has kept and maintained the registers as stated in Annexure A to this certificate as per the provisions of the Act and the rules made thereunder and entries therein have been made

2 The company has filed the forms and returns as stated in Annexure B to this certificate with the Registrar of Companies Regional Director Central Government Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder

3 The Company being a Public Limited Company comments that a Private Limited Company has minimum prescribed paid-up capital maximum number of members invitation to public to subscribe for shares and acceptance of deposits from persons other than its members directors or their relatives are not required

4 The Board of Directors duly met 5 (Six) times on 28052012 10082012 0609201203112012 and on 08022013 in respect of which meetings notices were given and the proceedings were recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose(Two Circular resolutions were passed on 27062012 and 26092012

5 The Company closed its Register of Members from 16082012 to 25082012 and necessary compliance of Section 154 of the Act has been made

6 The annual general meeting for the financial year ended on 31 st March 2012 was held on 25092012 after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

7 One extra- ordinary General Meeting was held on 04092012 during the financial year after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

13 ~AT ORGANICS IJMITED

8 The Company has not advanced any loan to its Directors and or persons or firms or companies referred to in the Section 295 of the Act during the financial year

9 The Company has not entered into any contracts falling within the purview of Section 297 of the Act

10 The company has made necessary entries in the register maintained under section 301 of the Act

11 As there were no instances falling within the purview of Section 314 of the Act the company has not obtained any approvals from the Board of Directors members or the previous approval of the Central Government

12 The Company has not issued any duplicate share certificates during the financial year

13 There was no allotmenttransfertransmission of securities during the financial year

The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year

The Company was not required to post warrants to any member of the company as no dividend was declared during the financial year There were no unpaid dividends in the company

There are no unpaid dividends application money due for refund matured deposits matured debentures or the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years

The Company has generally complied with the reqUirements of section 217 of the Act

14 The Board of Directors of the Company is duly constituted and the appointment of Director has been duly made

15 The appointment of the Whole time Director has been made in compliance with the prOvisions of Section 269 read with Schedule XIII to the Act

16 The Company has not appointed any sole selling agents during the financial year

17 The Company was not required to obtain any approvals of the Central Government Company Law Board Regional Director Registrar andor such other authorities prescribed under the various provisions of the Act during the financial year

18 The directors have disclosed their interest in other firms companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder

19 The Company has not issued any shares debentures or securities during the financial year

20 The Company has not bought back any shares during the financial year

14 GHH RAT ORGANICS [ IMITED

21 The Company has redeemed 2000000 6 Non-Cumulative Redeemable Non-Convertible Preference Shares during the financial year

22 There were no transactions necessitating the company to keep in abeyance the rights to dividend rights shares and bonus shares pending registration of transfer of shares

23 The Company has complied with the provisions of sections 58A and 58M read with Companies (Acceptance of Deposit) Rules 1975 in respect of deposits accepted including unsecured loans taken during the year and the Company has filed the copy of statement in lieu of advertisement with the Registrar of Companies Ahmedabad The Company has also filed the return of deposit with the Registrar of Companies

24 The amount borrowed by the Company from directors members public financial institutions banks and others during the financial year ending 31 st March 2013 is within the borrowing limits of the company

25 The Company has made loans and investments in compliance with the provisions of the Act

26 The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office from one state to another during the year under scrutiny

27 The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny

28 The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny

29 The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny

30 The Company has not altered its Articles of Association during the year under scrutiny

31 We are informed that there were no prosecution initiated against or show cause notices received by the Company and no fines or penaLties or any other punishment was imposed on the company during the financial year for offences under the Act

32 The Company has not received any money as security from its employees during the financial year

33 The Company has deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary P N Parikh

C P No 1228

15 GIIARAT ORGANICS flMITEO

Annexure A

Statutory Registers as maintained by the Company

1 Register of Charges us 143 of the Act 2 Register of Members us 150 of the Act 3 Minutes Book of Board Meetings us 193 of the Act (In Loose leaf) 4 Minutes Book of General Meetings us 193 of the Act (In loose leaf) 5 Books of Accounts us 209 of the Act are being audited by the Statutory Auditors

of the Company 6 Register of Contracts us 301 of the Act 7 Register of particulars of Directors etc us 303 of the Act 8 Register of Disclosure of Interest us 301 of the Act 9 Register of Directors Shareholding us 307 of the Act

Other Registers

1 bull Attendance Register of Board Meetings 2 Attendance Register of General Meetings

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary PN Parikh

C P No 1228

16 GIUARAT ORGANICS I IMITED

Annexure 8

Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended on March 31 2013

i Form No Filed If delay No Sr For Date of I Whether

Return under in fiUng section

I filing bull filed within prescribed whether

time YesNo requisite addition

at fee paidI

I r YeslNo 19062012 YesAppointment NA

i 1 I Form 23C 1209(1 )(d)

of DH Zaveri a Co as Cost Auditors forI

the year 2012-13I

28062012 Yes NA

iReturn of58A2 Form 62

Deposits as on I Deposits

Return of I31032012 27082012 Yes NAResignation of3 Form 32 303

I Mr Hasit Dani as Managing Director and Appointment of Mr Arvind

Shah asI I Additional

Director of the Company wef

10082012 II I4 I 27082012 Yes NAChange in Form 32 303

Designation of Mr Arvind

Shah as Whole time Director

of the I Company wef

10082012 30082012 Yes NA192 Appointment5 Form 23

I of Mr Arvind Shah as Whole time Director

of the Company and payment of

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

11 GIJARAT ORGANICS I IMInO

FORMB

Disclosure of Particulars with respect to Technology Absorption

Research and Development (R 8 D)

1 Specific areas in which the Company carries out RampD The RampD activities of the Company pertain to

- Development of new products -- Up gradation of existing products amp technoLogies for improvement in Quality

and minimizing cost by better yields amp reducing cycle time Improvement in process technology -- Reduction in process time

2 Benefits derived as a result of above RampD -- Improvement in quality of the products -- Consistency in quality of the products

3 Expenditure on RampD during the financiaL year is as follows [Rs in lacs]

2012-13 2011-12 1

I (a) Capital I 136 bull (b) Recurring 541 i 475

I I Total RampD Expenditure I 541 I 611I (As a to Turnover) I 010 i 015 I

1

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

The Company has not incurred any expenditure for import of technology for its products The thrust is to reduce the cost of production by further improving upon the indigenous technology and reduce process cycle time

FORMC

Disclosure of particulars with respect to foreign exchange earnings and Outgo [Rs in Lacs]

~~~~~~~~~________~____~20~1~2~-1~3~1______~2~011-12i I (a) Earnings in Foreign Exchange 212163 I 183041 I utraquo Expenditure in Foreign Exchange ____~2884 i 3043 i__L

By Order of the Board For GUJARAT ORGANICS LIMITED

Place Mumbai Ashwin S Dani Date 27th May 2013 Chairman

12 GIflARAT ORGANICS lIMITED

CIN No L99999GJ1978PLC022924 Authorised Capital Rs 50400000shy

Compliance Certificate

To The Members GUJARAT ORGANICS LIMITED Plot No 127 1 G t D C Industrial Estate Ankleshwar - 393002

We have examined the registers records books and papers of GUJARAT ORGANICS LIMITED as required to be maintained under the Companies Act 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2013 In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company its officers and agents we certify that in respect of the aforesaid financial year

1 The Company has kept and maintained the registers as stated in Annexure A to this certificate as per the provisions of the Act and the rules made thereunder and entries therein have been made

2 The company has filed the forms and returns as stated in Annexure B to this certificate with the Registrar of Companies Regional Director Central Government Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder

3 The Company being a Public Limited Company comments that a Private Limited Company has minimum prescribed paid-up capital maximum number of members invitation to public to subscribe for shares and acceptance of deposits from persons other than its members directors or their relatives are not required

4 The Board of Directors duly met 5 (Six) times on 28052012 10082012 0609201203112012 and on 08022013 in respect of which meetings notices were given and the proceedings were recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose(Two Circular resolutions were passed on 27062012 and 26092012

5 The Company closed its Register of Members from 16082012 to 25082012 and necessary compliance of Section 154 of the Act has been made

6 The annual general meeting for the financial year ended on 31 st March 2012 was held on 25092012 after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

7 One extra- ordinary General Meeting was held on 04092012 during the financial year after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

13 ~AT ORGANICS IJMITED

8 The Company has not advanced any loan to its Directors and or persons or firms or companies referred to in the Section 295 of the Act during the financial year

9 The Company has not entered into any contracts falling within the purview of Section 297 of the Act

10 The company has made necessary entries in the register maintained under section 301 of the Act

11 As there were no instances falling within the purview of Section 314 of the Act the company has not obtained any approvals from the Board of Directors members or the previous approval of the Central Government

12 The Company has not issued any duplicate share certificates during the financial year

13 There was no allotmenttransfertransmission of securities during the financial year

The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year

The Company was not required to post warrants to any member of the company as no dividend was declared during the financial year There were no unpaid dividends in the company

There are no unpaid dividends application money due for refund matured deposits matured debentures or the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years

The Company has generally complied with the reqUirements of section 217 of the Act

14 The Board of Directors of the Company is duly constituted and the appointment of Director has been duly made

15 The appointment of the Whole time Director has been made in compliance with the prOvisions of Section 269 read with Schedule XIII to the Act

16 The Company has not appointed any sole selling agents during the financial year

17 The Company was not required to obtain any approvals of the Central Government Company Law Board Regional Director Registrar andor such other authorities prescribed under the various provisions of the Act during the financial year

18 The directors have disclosed their interest in other firms companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder

19 The Company has not issued any shares debentures or securities during the financial year

20 The Company has not bought back any shares during the financial year

14 GHH RAT ORGANICS [ IMITED

21 The Company has redeemed 2000000 6 Non-Cumulative Redeemable Non-Convertible Preference Shares during the financial year

22 There were no transactions necessitating the company to keep in abeyance the rights to dividend rights shares and bonus shares pending registration of transfer of shares

23 The Company has complied with the provisions of sections 58A and 58M read with Companies (Acceptance of Deposit) Rules 1975 in respect of deposits accepted including unsecured loans taken during the year and the Company has filed the copy of statement in lieu of advertisement with the Registrar of Companies Ahmedabad The Company has also filed the return of deposit with the Registrar of Companies

24 The amount borrowed by the Company from directors members public financial institutions banks and others during the financial year ending 31 st March 2013 is within the borrowing limits of the company

25 The Company has made loans and investments in compliance with the provisions of the Act

26 The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office from one state to another during the year under scrutiny

27 The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny

28 The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny

29 The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny

30 The Company has not altered its Articles of Association during the year under scrutiny

31 We are informed that there were no prosecution initiated against or show cause notices received by the Company and no fines or penaLties or any other punishment was imposed on the company during the financial year for offences under the Act

32 The Company has not received any money as security from its employees during the financial year

33 The Company has deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary P N Parikh

C P No 1228

15 GIIARAT ORGANICS flMITEO

Annexure A

Statutory Registers as maintained by the Company

1 Register of Charges us 143 of the Act 2 Register of Members us 150 of the Act 3 Minutes Book of Board Meetings us 193 of the Act (In Loose leaf) 4 Minutes Book of General Meetings us 193 of the Act (In loose leaf) 5 Books of Accounts us 209 of the Act are being audited by the Statutory Auditors

of the Company 6 Register of Contracts us 301 of the Act 7 Register of particulars of Directors etc us 303 of the Act 8 Register of Disclosure of Interest us 301 of the Act 9 Register of Directors Shareholding us 307 of the Act

Other Registers

1 bull Attendance Register of Board Meetings 2 Attendance Register of General Meetings

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary PN Parikh

C P No 1228

16 GIUARAT ORGANICS I IMITED

Annexure 8

Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended on March 31 2013

i Form No Filed If delay No Sr For Date of I Whether

Return under in fiUng section

I filing bull filed within prescribed whether

time YesNo requisite addition

at fee paidI

I r YeslNo 19062012 YesAppointment NA

i 1 I Form 23C 1209(1 )(d)

of DH Zaveri a Co as Cost Auditors forI

the year 2012-13I

28062012 Yes NA

iReturn of58A2 Form 62

Deposits as on I Deposits

Return of I31032012 27082012 Yes NAResignation of3 Form 32 303

I Mr Hasit Dani as Managing Director and Appointment of Mr Arvind

Shah asI I Additional

Director of the Company wef

10082012 II I4 I 27082012 Yes NAChange in Form 32 303

Designation of Mr Arvind

Shah as Whole time Director

of the I Company wef

10082012 30082012 Yes NA192 Appointment5 Form 23

I of Mr Arvind Shah as Whole time Director

of the Company and payment of

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

12 GIflARAT ORGANICS lIMITED

CIN No L99999GJ1978PLC022924 Authorised Capital Rs 50400000shy

Compliance Certificate

To The Members GUJARAT ORGANICS LIMITED Plot No 127 1 G t D C Industrial Estate Ankleshwar - 393002

We have examined the registers records books and papers of GUJARAT ORGANICS LIMITED as required to be maintained under the Companies Act 1956 (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2013 In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company its officers and agents we certify that in respect of the aforesaid financial year

1 The Company has kept and maintained the registers as stated in Annexure A to this certificate as per the provisions of the Act and the rules made thereunder and entries therein have been made

2 The company has filed the forms and returns as stated in Annexure B to this certificate with the Registrar of Companies Regional Director Central Government Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder

3 The Company being a Public Limited Company comments that a Private Limited Company has minimum prescribed paid-up capital maximum number of members invitation to public to subscribe for shares and acceptance of deposits from persons other than its members directors or their relatives are not required

4 The Board of Directors duly met 5 (Six) times on 28052012 10082012 0609201203112012 and on 08022013 in respect of which meetings notices were given and the proceedings were recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose(Two Circular resolutions were passed on 27062012 and 26092012

5 The Company closed its Register of Members from 16082012 to 25082012 and necessary compliance of Section 154 of the Act has been made

6 The annual general meeting for the financial year ended on 31 st March 2012 was held on 25092012 after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

7 One extra- ordinary General Meeting was held on 04092012 during the financial year after giving notice to the members of the company and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose

13 ~AT ORGANICS IJMITED

8 The Company has not advanced any loan to its Directors and or persons or firms or companies referred to in the Section 295 of the Act during the financial year

9 The Company has not entered into any contracts falling within the purview of Section 297 of the Act

10 The company has made necessary entries in the register maintained under section 301 of the Act

11 As there were no instances falling within the purview of Section 314 of the Act the company has not obtained any approvals from the Board of Directors members or the previous approval of the Central Government

12 The Company has not issued any duplicate share certificates during the financial year

13 There was no allotmenttransfertransmission of securities during the financial year

The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year

The Company was not required to post warrants to any member of the company as no dividend was declared during the financial year There were no unpaid dividends in the company

There are no unpaid dividends application money due for refund matured deposits matured debentures or the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years

The Company has generally complied with the reqUirements of section 217 of the Act

14 The Board of Directors of the Company is duly constituted and the appointment of Director has been duly made

15 The appointment of the Whole time Director has been made in compliance with the prOvisions of Section 269 read with Schedule XIII to the Act

16 The Company has not appointed any sole selling agents during the financial year

17 The Company was not required to obtain any approvals of the Central Government Company Law Board Regional Director Registrar andor such other authorities prescribed under the various provisions of the Act during the financial year

18 The directors have disclosed their interest in other firms companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder

19 The Company has not issued any shares debentures or securities during the financial year

20 The Company has not bought back any shares during the financial year

14 GHH RAT ORGANICS [ IMITED

21 The Company has redeemed 2000000 6 Non-Cumulative Redeemable Non-Convertible Preference Shares during the financial year

22 There were no transactions necessitating the company to keep in abeyance the rights to dividend rights shares and bonus shares pending registration of transfer of shares

23 The Company has complied with the provisions of sections 58A and 58M read with Companies (Acceptance of Deposit) Rules 1975 in respect of deposits accepted including unsecured loans taken during the year and the Company has filed the copy of statement in lieu of advertisement with the Registrar of Companies Ahmedabad The Company has also filed the return of deposit with the Registrar of Companies

24 The amount borrowed by the Company from directors members public financial institutions banks and others during the financial year ending 31 st March 2013 is within the borrowing limits of the company

25 The Company has made loans and investments in compliance with the provisions of the Act

26 The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office from one state to another during the year under scrutiny

27 The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny

28 The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny

29 The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny

30 The Company has not altered its Articles of Association during the year under scrutiny

31 We are informed that there were no prosecution initiated against or show cause notices received by the Company and no fines or penaLties or any other punishment was imposed on the company during the financial year for offences under the Act

32 The Company has not received any money as security from its employees during the financial year

33 The Company has deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary P N Parikh

C P No 1228

15 GIIARAT ORGANICS flMITEO

Annexure A

Statutory Registers as maintained by the Company

1 Register of Charges us 143 of the Act 2 Register of Members us 150 of the Act 3 Minutes Book of Board Meetings us 193 of the Act (In Loose leaf) 4 Minutes Book of General Meetings us 193 of the Act (In loose leaf) 5 Books of Accounts us 209 of the Act are being audited by the Statutory Auditors

of the Company 6 Register of Contracts us 301 of the Act 7 Register of particulars of Directors etc us 303 of the Act 8 Register of Disclosure of Interest us 301 of the Act 9 Register of Directors Shareholding us 307 of the Act

Other Registers

1 bull Attendance Register of Board Meetings 2 Attendance Register of General Meetings

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary PN Parikh

C P No 1228

16 GIUARAT ORGANICS I IMITED

Annexure 8

Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended on March 31 2013

i Form No Filed If delay No Sr For Date of I Whether

Return under in fiUng section

I filing bull filed within prescribed whether

time YesNo requisite addition

at fee paidI

I r YeslNo 19062012 YesAppointment NA

i 1 I Form 23C 1209(1 )(d)

of DH Zaveri a Co as Cost Auditors forI

the year 2012-13I

28062012 Yes NA

iReturn of58A2 Form 62

Deposits as on I Deposits

Return of I31032012 27082012 Yes NAResignation of3 Form 32 303

I Mr Hasit Dani as Managing Director and Appointment of Mr Arvind

Shah asI I Additional

Director of the Company wef

10082012 II I4 I 27082012 Yes NAChange in Form 32 303

Designation of Mr Arvind

Shah as Whole time Director

of the I Company wef

10082012 30082012 Yes NA192 Appointment5 Form 23

I of Mr Arvind Shah as Whole time Director

of the Company and payment of

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

13 ~AT ORGANICS IJMITED

8 The Company has not advanced any loan to its Directors and or persons or firms or companies referred to in the Section 295 of the Act during the financial year

9 The Company has not entered into any contracts falling within the purview of Section 297 of the Act

10 The company has made necessary entries in the register maintained under section 301 of the Act

11 As there were no instances falling within the purview of Section 314 of the Act the company has not obtained any approvals from the Board of Directors members or the previous approval of the Central Government

12 The Company has not issued any duplicate share certificates during the financial year

13 There was no allotmenttransfertransmission of securities during the financial year

The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year

The Company was not required to post warrants to any member of the company as no dividend was declared during the financial year There were no unpaid dividends in the company

There are no unpaid dividends application money due for refund matured deposits matured debentures or the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years

The Company has generally complied with the reqUirements of section 217 of the Act

14 The Board of Directors of the Company is duly constituted and the appointment of Director has been duly made

15 The appointment of the Whole time Director has been made in compliance with the prOvisions of Section 269 read with Schedule XIII to the Act

16 The Company has not appointed any sole selling agents during the financial year

17 The Company was not required to obtain any approvals of the Central Government Company Law Board Regional Director Registrar andor such other authorities prescribed under the various provisions of the Act during the financial year

18 The directors have disclosed their interest in other firms companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder

19 The Company has not issued any shares debentures or securities during the financial year

20 The Company has not bought back any shares during the financial year

14 GHH RAT ORGANICS [ IMITED

21 The Company has redeemed 2000000 6 Non-Cumulative Redeemable Non-Convertible Preference Shares during the financial year

22 There were no transactions necessitating the company to keep in abeyance the rights to dividend rights shares and bonus shares pending registration of transfer of shares

23 The Company has complied with the provisions of sections 58A and 58M read with Companies (Acceptance of Deposit) Rules 1975 in respect of deposits accepted including unsecured loans taken during the year and the Company has filed the copy of statement in lieu of advertisement with the Registrar of Companies Ahmedabad The Company has also filed the return of deposit with the Registrar of Companies

24 The amount borrowed by the Company from directors members public financial institutions banks and others during the financial year ending 31 st March 2013 is within the borrowing limits of the company

25 The Company has made loans and investments in compliance with the provisions of the Act

26 The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office from one state to another during the year under scrutiny

27 The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny

28 The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny

29 The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny

30 The Company has not altered its Articles of Association during the year under scrutiny

31 We are informed that there were no prosecution initiated against or show cause notices received by the Company and no fines or penaLties or any other punishment was imposed on the company during the financial year for offences under the Act

32 The Company has not received any money as security from its employees during the financial year

33 The Company has deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary P N Parikh

C P No 1228

15 GIIARAT ORGANICS flMITEO

Annexure A

Statutory Registers as maintained by the Company

1 Register of Charges us 143 of the Act 2 Register of Members us 150 of the Act 3 Minutes Book of Board Meetings us 193 of the Act (In Loose leaf) 4 Minutes Book of General Meetings us 193 of the Act (In loose leaf) 5 Books of Accounts us 209 of the Act are being audited by the Statutory Auditors

of the Company 6 Register of Contracts us 301 of the Act 7 Register of particulars of Directors etc us 303 of the Act 8 Register of Disclosure of Interest us 301 of the Act 9 Register of Directors Shareholding us 307 of the Act

Other Registers

1 bull Attendance Register of Board Meetings 2 Attendance Register of General Meetings

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary PN Parikh

C P No 1228

16 GIUARAT ORGANICS I IMITED

Annexure 8

Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended on March 31 2013

i Form No Filed If delay No Sr For Date of I Whether

Return under in fiUng section

I filing bull filed within prescribed whether

time YesNo requisite addition

at fee paidI

I r YeslNo 19062012 YesAppointment NA

i 1 I Form 23C 1209(1 )(d)

of DH Zaveri a Co as Cost Auditors forI

the year 2012-13I

28062012 Yes NA

iReturn of58A2 Form 62

Deposits as on I Deposits

Return of I31032012 27082012 Yes NAResignation of3 Form 32 303

I Mr Hasit Dani as Managing Director and Appointment of Mr Arvind

Shah asI I Additional

Director of the Company wef

10082012 II I4 I 27082012 Yes NAChange in Form 32 303

Designation of Mr Arvind

Shah as Whole time Director

of the I Company wef

10082012 30082012 Yes NA192 Appointment5 Form 23

I of Mr Arvind Shah as Whole time Director

of the Company and payment of

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

14 GHH RAT ORGANICS [ IMITED

21 The Company has redeemed 2000000 6 Non-Cumulative Redeemable Non-Convertible Preference Shares during the financial year

22 There were no transactions necessitating the company to keep in abeyance the rights to dividend rights shares and bonus shares pending registration of transfer of shares

23 The Company has complied with the provisions of sections 58A and 58M read with Companies (Acceptance of Deposit) Rules 1975 in respect of deposits accepted including unsecured loans taken during the year and the Company has filed the copy of statement in lieu of advertisement with the Registrar of Companies Ahmedabad The Company has also filed the return of deposit with the Registrar of Companies

24 The amount borrowed by the Company from directors members public financial institutions banks and others during the financial year ending 31 st March 2013 is within the borrowing limits of the company

25 The Company has made loans and investments in compliance with the provisions of the Act

26 The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office from one state to another during the year under scrutiny

27 The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny

28 The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny

29 The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny

30 The Company has not altered its Articles of Association during the year under scrutiny

31 We are informed that there were no prosecution initiated against or show cause notices received by the Company and no fines or penaLties or any other punishment was imposed on the company during the financial year for offences under the Act

32 The Company has not received any money as security from its employees during the financial year

33 The Company has deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary P N Parikh

C P No 1228

15 GIIARAT ORGANICS flMITEO

Annexure A

Statutory Registers as maintained by the Company

1 Register of Charges us 143 of the Act 2 Register of Members us 150 of the Act 3 Minutes Book of Board Meetings us 193 of the Act (In Loose leaf) 4 Minutes Book of General Meetings us 193 of the Act (In loose leaf) 5 Books of Accounts us 209 of the Act are being audited by the Statutory Auditors

of the Company 6 Register of Contracts us 301 of the Act 7 Register of particulars of Directors etc us 303 of the Act 8 Register of Disclosure of Interest us 301 of the Act 9 Register of Directors Shareholding us 307 of the Act

Other Registers

1 bull Attendance Register of Board Meetings 2 Attendance Register of General Meetings

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary PN Parikh

C P No 1228

16 GIUARAT ORGANICS I IMITED

Annexure 8

Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended on March 31 2013

i Form No Filed If delay No Sr For Date of I Whether

Return under in fiUng section

I filing bull filed within prescribed whether

time YesNo requisite addition

at fee paidI

I r YeslNo 19062012 YesAppointment NA

i 1 I Form 23C 1209(1 )(d)

of DH Zaveri a Co as Cost Auditors forI

the year 2012-13I

28062012 Yes NA

iReturn of58A2 Form 62

Deposits as on I Deposits

Return of I31032012 27082012 Yes NAResignation of3 Form 32 303

I Mr Hasit Dani as Managing Director and Appointment of Mr Arvind

Shah asI I Additional

Director of the Company wef

10082012 II I4 I 27082012 Yes NAChange in Form 32 303

Designation of Mr Arvind

Shah as Whole time Director

of the I Company wef

10082012 30082012 Yes NA192 Appointment5 Form 23

I of Mr Arvind Shah as Whole time Director

of the Company and payment of

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

15 GIIARAT ORGANICS flMITEO

Annexure A

Statutory Registers as maintained by the Company

1 Register of Charges us 143 of the Act 2 Register of Members us 150 of the Act 3 Minutes Book of Board Meetings us 193 of the Act (In Loose leaf) 4 Minutes Book of General Meetings us 193 of the Act (In loose leaf) 5 Books of Accounts us 209 of the Act are being audited by the Statutory Auditors

of the Company 6 Register of Contracts us 301 of the Act 7 Register of particulars of Directors etc us 303 of the Act 8 Register of Disclosure of Interest us 301 of the Act 9 Register of Directors Shareholding us 307 of the Act

Other Registers

1 bull Attendance Register of Board Meetings 2 Attendance Register of General Meetings

For Parikh amp Associates

Place Mumbai Date 27052013 Name of Company Secretary PN Parikh

C P No 1228

16 GIUARAT ORGANICS I IMITED

Annexure 8

Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended on March 31 2013

i Form No Filed If delay No Sr For Date of I Whether

Return under in fiUng section

I filing bull filed within prescribed whether

time YesNo requisite addition

at fee paidI

I r YeslNo 19062012 YesAppointment NA

i 1 I Form 23C 1209(1 )(d)

of DH Zaveri a Co as Cost Auditors forI

the year 2012-13I

28062012 Yes NA

iReturn of58A2 Form 62

Deposits as on I Deposits

Return of I31032012 27082012 Yes NAResignation of3 Form 32 303

I Mr Hasit Dani as Managing Director and Appointment of Mr Arvind

Shah asI I Additional

Director of the Company wef

10082012 II I4 I 27082012 Yes NAChange in Form 32 303

Designation of Mr Arvind

Shah as Whole time Director

of the I Company wef

10082012 30082012 Yes NA192 Appointment5 Form 23

I of Mr Arvind Shah as Whole time Director

of the Company and payment of

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

16 GIUARAT ORGANICS I IMITED

Annexure 8

Forms and Returns as filed by the Company with the Registrar of Companies during the financial year ended on March 31 2013

i Form No Filed If delay No Sr For Date of I Whether

Return under in fiUng section

I filing bull filed within prescribed whether

time YesNo requisite addition

at fee paidI

I r YeslNo 19062012 YesAppointment NA

i 1 I Form 23C 1209(1 )(d)

of DH Zaveri a Co as Cost Auditors forI

the year 2012-13I

28062012 Yes NA

iReturn of58A2 Form 62

Deposits as on I Deposits

Return of I31032012 27082012 Yes NAResignation of3 Form 32 303

I Mr Hasit Dani as Managing Director and Appointment of Mr Arvind

Shah asI I Additional

Director of the Company wef

10082012 II I4 I 27082012 Yes NAChange in Form 32 303

Designation of Mr Arvind

Shah as Whole time Director

of the I Company wef

10082012 30082012 Yes NA192 Appointment5 Form 23

I of Mr Arvind Shah as Whole time Director

of the Company and payment of

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

17 GIIARAT ORGANICS lIMITED

Sr I Form No No IReturn

6 Form 62

7 Form 32

I II

Filed For under

section

58A Statement in lieu of

Advertisemen t for

Acceptance of Deposits

303 I Change inI Designation of i Mr Arvind Ii Shah as Whole

time Director i of the I Company

I wefI18 -+---=F-or~-1-9-=-2--+i ~~~~~~~ ffi LJ

i

I I I I

I I

9 Form 66 Compliance Certificate

for the financial

year i 2011-12

1

II I I I i

i

Commission to Non-

executive Directors and Appointment of Mr Arvind

Shah as Whole time director

weJ 25092012

i 10 i Form 25C I 269 Return of I I appointmentI

I of Mr Arvind I Shah as Whole

tIme D1rector of the

Company wef

383A Financial Year 2011-12

I

I I

Date of filing

Whether I If delay I filed within in filing I

prescribed I whether time YesNo j requisite I

I addition i

alfee I paid

I YeslNo 28092012 Yes NA

I

28092012 Yes I

i

I~--~--ilf-----------+--c----J28092012 Yes NA

I

I

i I I

I I

i I

I

28092012 Yes NA

I

I

I I ~

09102012 Yes I NA

I i

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

18

Sr No

Form No Return

Filed under

section

For Date of filing

Whether filed within prescribed

time YesNo

If delay in filing whether requisite addition

al fee

11 Form 23 I l

I 106 SpeciaL Resolution for

I I 18102012 I No

paid YesNo

Yes

Variation in rights of

preference shareholders

12 Form 23 106

weJ 04092012

Agreement for I 18102012 I Variation in I

No I

Yes

rights of preference

shareholders weJ

04092012 13 Form 5 95 Redemption of

20000006 18102012

Non Cumulative Redeemable

Non-convertible Preference Shares on

13092012 i 14 Form 8 125 Creation of

Charge with I 19102012

I Yes NA

HDFC Bank

II 15

I I 16

I i I Form 20B

alongwith Annual Return

made as on 25092012

Form 17 I

159

138

wef 01102012

Annual General

i Meeting

I held on 25092012 i

Satisfaction of i h I Charge w t

i Kotak

I 09112012

05122012

I I l

I I

I I

Yes

Yes

N A

I-+-----shy

I NA l

I

1 Mahindra Bank I weJ I 30112012

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

19 GFJARAI ORGAlY1CS I [MlIEIl

Sr i Form No Filed For Date of Whether If delay No i Return under filing filed within in filing

I section i prescribed whetherI time YesNo requisitei addition

at fee [ paid

YeslNo 17 Form AmiddotXBRL 209(1 )(d)1 Cost 15122012 NA NA

Compliance Report from

Cost Auditor 18 Form 23 AC 220 Adopted at the 26122012 Yes NA

xbrl ACA Annual xbrl General

alongwith Meeting held Annual Report on 25092012 for the year I

ended I i

31032012 I i

19 Form 8 125 Modification of I 26032013 Yes NA iCharge with

i HDFC Bank wef

i 04032013

Place Mumbai Date 27052013

For Parikh ampAssociates

Name of Company Secretary P N Parikh C P No 1228

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

20 GIJARAT ORGAl1CS lIMITED

INDEPENDENT AUDITORS REPORT

The Members GUJARAT ORGANICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of GUJARAT ORGANICS LTD (the Company) which comprise the Balance Sheet as at March 31 2013 and the Statements of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory Information

MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management 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) of Section 211 of the Companies Act 1956 (the Act) This responsibility includes the design implementation and maintenance 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

AUDITORSRESPONSIBILITY Our responsibility is to express an Opln10n on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materials misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures on the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes 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 OPINION In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2013

ii) In the case of the Statement of Profit and loss of the Profit of the Company for the year ended on that date and

iii) In the case of the Cash Flow Statement of the cash flows for the year ended on that date

REPORT ON OTHER LEGAL AD REGULATORY REQUIREMENTS 1 As required by the Companies (Auditors 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 paragraph 4 and 5 of the Order

2 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

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

21 pITIARAT ORGANICS lIMITED

c The Balance Sheet Statement of Profit ft 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 ft Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956

e On the basis of written representations received from the directors as on March 31 2013 and taken on record by the Board of Directors none of the directors is disqualified as on March 31 2013 from being appointed as a director in terms of clause (8) of Sub-section (1 ) of Section 274 of the Companies Act 1956

For Deepak Shah ft Co Chartered Account (Registration No

Mumbai May 27 2013

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

22

Annexure to Independent Auditors Report Referred to in Paragraph 1 under the heading of Report on other Legal amp Regulatory Requirements of our Report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that

1 (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals no material discrepancies were noticed on such verification

(c) In our opinion the Company has not disposed off a substantial part of its fixed assets during the year and therefore does not affect the going concern assumption

2 (a) Inventories have been physically verified during the year by the Management In our opinion the frequency of verification is reasonable

(b) The procedures of physical verification of stocks followed by the Management are adequate in relation of the size of the Company and the nature of the business

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical and books were not material and have been properly dealt with in the books of accounts

3 (a) According to the information and explanations given to us and on the basiS of our examination of the books of account the Company has not granted any loans secured or unsecured to companies firms or other parties listed in the register maintained under section 301 of the Companies Act Consequently the provisions of clauses iii(b) iil(c) and iii(d) of paragraph 4 of the Order are not applicable to the Company

(b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not taken any loans from companies firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 Thus sub-clauses (f) and (g) are not applicable to the Company The Company had accepted interest free loan of Rs 16 lacs from the director of the Company in the past

4 In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventories and fixed assets and payment for expenses and for sate of goods During the course of our audit no major instance of continuing failure to correct any weakness in the internal controls has been noticed

5 (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section

(b) As per information and explanations given to us and in our opinion the transaction entered into by the Company with the parties covered under Section 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises

6 n our Opln10n and according to the information and explanation given to us by the management the Company has complied with the provisions of Section S8A and SSAA of the Act and the Companies (Acceptance of Deposits) Rules 1975

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

23

7 As per information and explanation given by the management the Company has no internal audit system commensurate with its size and the nature of its business

8 As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under clause (d) of Sub-section (1) of Section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained

9 The Company is regular in depositing undisputed statutory dues including Provided Fund Employees State Insurance Income-tax Sales- tax Custom Duty Excise duty cess and any other statutory dues with the appropriate authorities

10 The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year

11 Based on our audit procedures and on the information and explanations given by the management we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks

12 According to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities

13 The Company is not a chit fund or a nidhilmutual benefit fundsociety Therefore the provisions of clause 4(xiii) of the Order are not applicable to the Company

14 According to information and explanations given to us the Company has maintained proper records of the transactions and contracts of the investments traded in shares securities debentures and other investments and timely entries have been made therein At shares securities debentures and other investments have been held by the Company in its own name

15 According to the information and explanations given to us the Company has not given any guarantees for loans taken by others from banks and financial Institutions

16 Based on our audit procedures and on the information given by the management we report that the Company has not raised any term loans during the year

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March 2013 we report that no funds raised on shortshyterm basis have been used for long term investments by the Company

18 Based on the audit procedures performed and the information and explanations given to us by the management we report that the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year

19 According to the records of the Company and as per the information and explanations given to us by the management the Company has no outstanding debentures as at the yearend Therefore the question of creating securities charges for the same does not arise

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

24 GIIlARAT ORGANICS lIMITED

20 The Company has not raised any money by public issue during the year covered by our report

21 According to the records of the Company and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the year nor have we been informed of such case by the management

For Deepak Shah amp Co Chartered Accountants (Registration No 10

Proprietor Membership

Mumbai May 272013

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

25 GUJARAT ORGANICS LTD Baance Sheet as at 31 st March 2013

(Amount in Rs) Notes As at 31032013 As at 31032012

EQUITY AND L1ABILITtES

SHAREHOLDERS FUNDS 2 2014300 22014300

Reserves and surplus

NON-CURRENT LIABILITIES

3 431557920 338849209

Lens Term Borrowings

CURRENT LIABILITIES

4 40882000 29264000

5 102075392 110691317 6 36804430 46712767

current [labilities 7 16629202 15796853 Short-term 8 6255509 5730238

TOTAL 636218753 569058684

9 174256150 160199081

191156 205281 10840043 3231182

10 4820343 4920343 11 30474816 27197365

non-current assets 12 12491336 11839265

investments 13 177271340 115467809 Inventories 14 100907038 115214289

receivables 15 69687344 65444667 and cash equivalents 16 4857817 6813819 current assets 17 50421370 58525583

TOTAL 6362187 569058684

For DEEPAK SHAH amp CO

DN SHAH

No 030566

Mumbai

Date 27th May 2013

For and on behalf of the Board

ASHWIN S DANl ARVIND R SHAH Chairman Executive Director

Mumbai

Date 27th May 2013

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

1

I

I

26 GUJARAT ORGANICS LTD

Statement of Profit and Loss for the period ended 31 st March 2013 ( Amount in Rs)

iI Fmance Costs 24 15788263 I 143623651 Depreciation and Amortization Expense 21 17843841 I 15590836 [

143820682 111629223 i TOTAL EXPENSES

25Other Expenses 471704158 419581915

90081227PROFIT BEFORE TAX 80526030

ITax expenses

Current tax Deferred tax (3277451 )1 (560510)

PROFIT AFTER TAX 93358678 81086540iEarnings per equity share

46348(1) BaSic 39563 (2) Diluted 46348 39563 Significant Accounting Policies 1 Notes are an integral part of the financial statements

As per our Report of even date For and on behalf of the Board

For DEEPAK SHAH amp CO Chartered Accountants

ASHWIN 5 DANI ARVIND R SHAH Chairman Executive Director

DN SHAH Proprietor Membership No 030566

Mumbai Mumbai Date 27th May 2013 Date 27th 2013

INCOME

IRevenue from operations

Other income

TOTAL REVENUE

EXPENSES Cost of materials consumed Changes in inventories of finished goods work-in-progress and Stock-in-Trade Employee Benefits Expense

Notes For the period ended 31 Mar 2013

18 454884026 1

19 106901359

561785385I

I 254624866

22

20

147441823 38152088

For the period ended 31 Mar 2012

414050155 1

86057790

500107945

I 247758505 I

(3863009) 34103995

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

27 GUlARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

(A) CASH FLOW FROM OPERATING ACTIVITIES Net Profit before interest tax and extraordinary items

ADD Adjustments for Interest paid Depreciation Interest and dividend income Prior period adjustment Short Provision of taxes or earlier years Profit on sale of Assets Loss on redeem of Investments Loss on sale of assets

Operating profit before working capita

Adiustments for Inventories

Trade receivables Loans and advances Miscellaneous expenses written off Trade liabilities

Cash generated from operations income tax paid

Cash flow before extraordianary items item

NET CASH FLOW FROM OPERATING ACTIVITIES

(B) CASHFLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets

Sale of fixed assets Redemption of Share Capital Purchase of investments Saleredemption of investments interest received Dividend received NET CASHFLOW FROM INVESTING ACTIVITIES

(C) CASHFLOW FROM FINANCING ACTIVITIES

Proceeds from short term borrowings Interest

of short terms borrowings

NET CASHFLOW FROM FINANCING ACTIVITIES

2012-13 2012-13 Rupees Rupees

105869490

5788263)

17843841 1

(103683566)

(641072)

(8895)

(12225)

3579310

14307251

(4242678)

7478052

(8550717)

12571218

(25910)

12545308

12545308

(39538521)

55100

(20000000)

(163236416)1

101532885 I 798978 I

1

102884588 I

(17503385)

3002075

3002075

2011-12 2011-12 Rupees Rupees

94888395

9658

12125100

(20099178)

(13509039)

(13508285)

23269896 I I

(11721506)

I (278880)

I

(12000385)

663457

83487106

14927896

(900000)

(12000385)

1328025

14027896

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

28

GUJARAT ORGANICS LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 (PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT)

2012middot13 2012middot13 2011-12 2011-12 Rupees Rupees Rupees Rupees I

1(0) NET (DECREASE)NCREASE IN CASH AND (1956002)I )355537 1I CASH EQUIVALENT

Cash and cash equivalents at the begjnning of the year 6813819 )4582821 I

Cash and cash equivalents at the end of the year 4857817 1 6813819

Arvind R Shah

Chairman

Executive Director

Mumbai 27th May 2013

AUDITORS CERTIFICATE

We have verified the above cashflow statement of GUJARAT ORGANICS LIMITED derived from the audited annual financial

statements for the year ended 31 st March 2013 and 31 st March and found the same to be drawn in accordance there with and

also with requirements of clause 32 of the listing agreement with the stock exchanges

For DEEPAK SHAH amp CO

DN SHAH Proprietor Mem No 030566

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

29

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SIGNIFICANT ACCOUNTING POLICIES

11 COMPANY INFORMATION

Gujarat Organics Limited (the Company) is public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956 Its shares are listed on two stock exchanges in India namely Bombay Stock Exchange Limited and the Ahmedabad Stock Exchange Limited The Company is engaged in the manufacturing of fine and specialty chemicals specially catering to Pharma Cosmetic Agro and Chemical industries in both domestic and export market

12 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

(i) The financial statements are prepared under the historical cost convention on an accrual basis and comply with all the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act 1956

(ii) The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below

13 METHOD OF ACCOUNTING

(i) The preparation of the financial statements require the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including the contingent liabilities) and the reported income and expenses during the reporting period The Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable The difference between the actual results and the estimates are recognized in the period in which the results are known materialized

(il) The rights and liabilities pertaining to prior period operations but arising in the current year if material are shown under prior period adjustments in the Profit amp Loss Account

14 TANGIBLE AND INTANGIBLE FIXED ASSETS

(a) TANGIBLE FIXED ASSETS

The gross block of fixed assets is shown at cost of acquisition which includes taxes duties (net of CENVAT wherever applicable) apportionment of pre-operative expenses and other identifiable direct expenses Interest on borrowed funds attributed upto the period of asset put to use is included in the qualifying assets

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

30

Leasehold land is acquired from Gujarat Industrial Development Corporation under a lease agreement for a period of 99 years

(b) INTANGIBLE ASSETS Intagible assets acquired separately are measured on recognition at cost Cost related to patent are capitalised and amortized on straight line basis over a life period of 20 years

(c) DEPRECIATION a AMORTISATION

The Company has provided depreciation (i) On plant and machinery installed on or after 1 st April 1991 under straight-line

method at the rates speclfied under Schedule XIV to the Companies Act 1956 (ii) On aU other assets under down value method at the rates specified

under Schedule XIV to the Companies Act 1956 (iii) The cost of leasehold land is amortized over the period of Lease

(d) IMPAIRMENT

At Balance Sheet date an assessment is done to determine whether there is any indication of impairment in the carrying amount of the Companys assets If any such indication exists the assets recoverable amount is estimated An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount

1 5 INVESTMENTS

Long term investments are carried at cost Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management

Current investments are carried at cost

and loss on sale is determined on a first-in-first-out (FIFO) basis

16 INVENTORiES

(i) Inventories are valued at lower of cost and net realisable value Damaged unserviceable and inert stocks are suitabLy depreciated

(Ii) In case of raw and packing materials stores spares and consumables the cost includes duties and taxes other than credits under CENVAT and is arrived at on first-in-first-out (FIFO) basis

Finished Goods and Work-In-progress cost includes the cost of raw material packing materials and appropriate share of fixed and variable production overheads and excise duty as applicable on the finished goods

17 FOREIGN CURRENCY TRANSACTIONS (1) Foreign exchange transactions are recorded using the exchange rates prevailing

on the dates of the respective transaction Exchange difference araising on foreign exchange transaction settled during year is recognized in the profit and loss account for year Monetary asset and liability denominated in foreign currency as at the balance sheet date are translated at the dosing exchange rate on that date the resultant exchange difference are recognized in the profit and loss account

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

31

forward contracts hedge the foreign the underlying sheet date aU such contract of the contract is or expenses over the

18 SUNDRY DEBTORS

Sundry debtors are stated and lor writing off debts rtlrltIfIIr~gtrI as bad

19 EMPLOYEES RETIREMENT BENEFITS

Gratuity has been provided in books as per actuarial valuation The Company has provided for estimated for privilege leave calculated as per salary value of employees to their credit at year The provident fund is accrued on monthly basis in respect of employees in accordance with the terms of contract with them and is deposited with statutory provident fund authorities

110 REVENUE RECOGNITiON

AU income and expenditures are accounted on accrual basis Dividend income on investments is accounted for when the right to receive the payment is established

111 PROVISION FOR TAXATION

The Company provides for taxes on income on the taxes payable under the Income Tax Act 1961 and deferred tax assets I liability are measured in respect of carried forward business losses) unabsorbed depreciation and taxable temporary differences calculated at current statutory Tax rate

112 RESEARCH AND DEVELOPMENT

Capital expenditure is shown separately under respective heads of fixed assets Revenue expenses including depreciation are included under the respective heads of expenses

113 REDEMPTION OF PREFERENCE SHARES

Company redeemed the 6 Cumulative Redeemable Non - Convertible Preference Shares (2000000 preference shares of Rs 10 each) on 6th September 2012 obtaining consent of preference holders on 21 st August 2012

114 CONTINGENT LIABILITY

nrrnClnn has been made for listing fees payable to Jnr~gtr1 Stock Exchange been raised by Exchange

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

32 GUJARAT ORGANICS LTD

2 Share Capital

3000000 30000000 300000003000000 Equity Shares of Rs 101middot each

4000 8 Non-CumUlative Redeemable Preference

Shares of Rs 100- each 4000 400000 400000 6 Cumulative Redeemable Non - Convertible

20000000

5004000 50400000 1 50400000

Preference Shares of Rs each 2000000 20000000

Issued Subscribed Ii Paid up

201430 Equity Shares of Rs 10f- each 201430 2014300 201430 2014300

20000001 - 6 Cumulative Redeemable Non - Convertible 2000000 20000000 Preference Shares of Rs 10- each

2201430 22014300Total 201430 2014300

1430 Equity Shares were allotted beyond last 5 years pursuant to the scheme of to the amalgamating

with out payment received cash

h 2000000 12 Cumulative Redeemable Noo-Convertible Preference Shares have been reclassified as 6 Cumulative

Redeemable Non-Convertible Preference Shares of Rs 10- each and have been redeemed at the of the Company on

13092012 by giving 1 month notice subject to the of Section 80 of the Act 1956

The details of Preference Shareholders hol 5 shares Name of the Shareholder F As at31st March 2013 As at 31st March 2012 I

Number Rs Humber I Rs

Coating Specialities (India Ltd 1144910 11 449100 Geetanajali Trading amp Investments Pvt Ltd - q 755000 7550000

SC Dani Research Foundation Pvt Ltd 100000 1 000 000

Number Rs

IShares outstanding at beginning of the year 2000000 20000000

Shares Issued during the year

Shares bought back during the year 2000000 20000000

Shares outstanding at the end of the year 201430 2014300

I As at 31st March 2012 As at 31st March 2012

IParticulars Equity Shares Preference Shares Number Rs Number Rs

IShares outstanding at the beginning of the year 201430 1014300 I 2000000 20000000

Shares issued during the year ~

IShares bought backredeemed during the year I

IShares outstanding at the end of the year 201430 2014300 2000000 20000000

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

33

GUJARAT ORGANICS LTD

3 Reserves 8 Surplus

Particulars

As at 31 Mar 2013

Rs

As at 31 Mar 2012

Rs

a Capital Redemption Reserve

Balance as per the last financial statements

(+) from Profit a Loss AIc (losing Balance

1

400000 I 20000000

20400000

i

I 400000 I

l I

400000

b General Reserve

1Balance as per the last financial statements I Current Year Transfer

1(+) Current Year Transfer from Subsidy

I Written Back in Current Year

Closing

I

1933637681

193363768

193363768 -

193363768

c Surplus in the Statement of Profit and Loss

Balance as per the tast financial statements

Proflt for the year

(+) Prior Period adjustments

() Short Provision of taxes of Transfer to Capital RpI1pnnntinn

Closing Balance

years

Reserves

145085441

93358678

(641072)

8895 20000000 I

217794152

63838211 I

81086540 I

160690

145085441

TOTAL RESERVES AND SURPLUS 431557920 338849209 I

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

34

GUJARAT ORGANICS LTD 4 Long Term Borrowings

Loan from Directors

Fixed Deposits

1600000

1600000 I

25381000

1600000

1600000

19541000

5 Short Term Borrowings

As at 31 March As at 31 March

Particulars 2013 2012

Rs Rs

bull Cash Credit bull HDFC Bank 27066784

bull Cash Credit bull Kotak bank 67349241

bull Foreign Bill Discountingmiddot Kotak Sank 15841430

Inland Bill Discountingmiddot HDFC 763284 Foreign Sill Discountingmiddot HDFC 14660499 Irlthlinmnt Credit in Foreign Currency middotKotak Bank 8405646

bull Preshipment Credit in Foreign Currency middotHDFC Bank 41177475 Buyers Credit bull HDFC 4045350

currency loan from banks

Working loans are secured by hypothecation of al present and future raw materials Finished goods

Book debts existing and future Current Assets and moveable and present Immovable fixed assets

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

35 GUJARAT ORGANICS LTD

6 Trade Payables (Current Liabilities)

IIIPartlcu ars

I As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade Payables

(a) Micro Small and Medium Enterprises

(b) Others

1110537

35693893

-

3082706

43630061

1 Total I

36804430 46712767

7 Other Current Liabilities

Particulars

As at 31 March 2013

As at 31 March 2012

Rs Rs

Other Liabilities

-shy Interest accrued but not due on borrowings

Advances from customers (Credit Balance in Debtors Account)

Creditors for Capital Expenditure

Other payables (specify nature)

3939960

31

4124910

6432577

3741587

2225581

3736925

6092760

Total 16629202 15796853

8 Short Term Provisions

( ) pa Provision for em 10yee benefits

ISalaryWagesattowances and other benefits

Bonus

Gratuity

Leave Encashment

Total

As at 31 March As at 31 March 2013 2012Particulars

Rs Rs

I I

795669

4039456

1420384

6255509

m01O I 3283122 i 1722106

5730238

I

i

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

QYL-MTJ1BQA~ll 9 fixed A~

~~~-~~~---G~ss BI~ck-~ ~ ~--~---~~~--

Particulars ~-- -~- --~----~ -------~ ~-~----- -----_Balance as at t Additionsl Acquired through Deductions Balahce as at 31

April 2012 (Disposal) bulnes Mar 2013 combinations

Ro Rs Ro Rs J~ a iTangible Ant

OWN ASSETS 0

Lease Assets unde lease 184116 184116 Buildings 50365629 5609123 5~974151 Assets undltr lease Plant and Equipment 170161559 18324762 234900 188250911 Electrica Installation tt Pipe Fittings 51~42OI6 5694987 57237003 Storage Tank 10202574 573361 10775935 Assets under lease Furniture and Fixtures 16721961 1727927 18449888 Assets under lease Vehicles 3007118 3007118 Assets under leaso Office equipmLflt Assets under ease Scientifk Research

Equipment 6437490 6431490 Buildings 867870 867870

Others (specify nature) ----------shy

1---31929660 -------------shy

Total 309 490 333 21~00 341185093

b Intangible Asset

Patent 282500 282500

Total 282500 -~-~ 282500

C Capltat Work In Progress 10840043 10840043

r----------shy --~----~--

Total ~Jl~ 1()amp49l()43shy shy

ISalance as at 1 I Ch~~middot~~

On April 2012 Que to

year

-~ Rbull Rs Rs

63236 1860 27995125 2577267

61041770 9253051 192025 30492787 3727526 7692866 422215

8805650 1331445

2252490 193715

4216897 308883 730431 13744

~19h~ 17~ I~025

77219 14r12~

77219 14125

~-

=1~ -shy

---~-~~~~~-~

Net Block

Ba(ant-~Mt-31 ----~-~Balance as at 31 Mar 2013 Mar 2013

Ro Ro

65096 119020 30572397 25402360

16102796 112148125 34110113 13016690 811SOgl 2660844

10137095 Bmr93

2446205 560913

4525780 1911710 744175 123695

~2894 174256150

91344 156

91344 191156

10840043

- 10840043

__~_M~~____~~

-~~-----7

8alance as at J 1 Mar 20ll

~~-gt ---~~---~-

Rs

110880 22310504

103119789 21049229 1509708

7916311

754628

2220593 137439

160199081

205281

205281

3231182

3231182

0

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

37

GUJARAT ORGANiCS l TO 10 NonmiddotCurrent Investments

IParticulars I Im~

As at 31 Mar 20131 Face valuel Face IAs at 31 Mar IAs at 31 Mar As at 31 Mar

I of I Value of 2013 I 2012 2012 I 2013

I 2012 Nos Nos Rs Rs

A NONmiddotCURRENT INVESTMENTS I (Long Term Investments)

Equity Shares - Unquoted futty paid up in Subsidiary Company

Vijal Holding Et Trading Pvt Ltd 10 10000 - 100000 100000

I In Trade investments

I in Equity Shares - Quoted fully paid up in Other Company

Usha Rectifiers limited 10 10 30 30 bull 1302 1302 1302 1302

In Equity Shares - Quoted fully paid up Associate Company

Asian Paints limited ~

10 2281073 2281073 2908892 2908892 Resins Et Plastics limited to 26876D 268760 879730 879730 Hi-Tech Ptast limited 10 10 177000 177000 565

4761187 4761187

In Equity Shares UNQuoted fully paid up in Other Company Bhamch Environmental InfrastrJctural Ltd 10 10 1260 1260 12600 12600 Ankleshwar Research euroI Analytical Infra Ltd 10 10 2500 2500 25000 25000

37600 37600 In Debentures

Usha Rectifiers Limited 100 100 30 30 2400 2400

2400 2400

n Govemement Securities Quoted

Government Seculites 1

1050 2014 Loan Government of India 25000 25000 1 1 I 17854 i 17854

I 17854 17854 I i

Total I 4820343 4920343 11 Aggregate amount of Quoted Investments 4779041 I 4779041 2 Aggregate Market Vatue of Quoted Investments 11225990101 7403367206

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

38 GUJARAT ORGANICS LTD

11 Deferred Tax Assets (Net)

GUJARAT ORGANICS LTD 12 Other non- current assets

As at 31 March I As at 31 MarchI 2013 2012 Iparticulars Rs Rs

Carried forward business tosses and

ubabsorbed depreciation 159521102 140914536

I Less - Deferred Tax Liabilities

I I Fixed Assets (Excess net block over written down value as per the I 58627410

Add- Expenses allowable for tax purposes on payment basis

provisions of the Income Tax Act 1961 152612

6255509 5730238

I Deferred Tax Assets (Net) 986239991 88017364

I Deferred Tax Assets 30474816 27197365

I I As at 31 March As at 31 March j 2013 2012Particulars

Rs Rs

12491336 11839265Sundry Deposits

12491336 11839265

14 Inventories

IParticu lars I

As at 31 March 2013

As at 31 March 2012

Rs Rs

a Raw Materials and components

b Work-in-progress

c Finished goods

d Fuel a Effluent Treatment Materials

20529158

31 7388

48370480

290012

33315021

40238891 41383361

277016

Total 100907038 115214289

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

-----

GUJARAT ORGANICS LTO 13 Current Investments

r ------_---_ Particulars

A CURRENT INVESTMENTS (Short Term Investments)

In Mutual Fund- Quoted fully paid up

Birla Sunlife Cash Manager IP Daily Dividend

Prudential IClCl Liquidity Plan IpmiddotmiddotDD

Tata Floating Rate Daily Dividend

Tata Floater Fund

Total

Aggregate Market Value of Mutual Funds

Face Value of

2013

100

1000 1000

~

Face Value of

2012

100 100

1000 100

As at 31 Mar 2013

Nos

941890386 46451215 31189125

---- shy

As at 31 Mar 2012

Nos

264747296 458939107

14035325 2914009461

-As at 31 Mar As at 31 Mar

2013 2012

Rs Rs

94200341 51770812 31300187

177271340

24682132 45899188 15642656 29243833

115467809

W -0

177271340- shy177271339

1154678091--shy11726834~_

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

40 GUJARAT ORGANICS LTD

15 Trade Receivables

Particulars

As at 31 March 2013

Rs

As at 31 March 2012

Rs

Trade receivables outstanding date they are due for payment

a period less than six months from

Unsecured considered good

Unsecured considered doubtful

Less Provision for doubtful debts

69670237

69670237

65444667 -

65444667 I

Trade receivables outstanding for a period exceeding six months date are due for payment

the

middot

[Unsecured considered good

[Unsecured considered doubtful

Less Provision for doubtful debts

Total

17107

176241

193348

176241

17107 69687344

middot -middot

65444667

16 Cash and cash equivalents

As at 31 March Asat31Marchi ar lCUIars II 2013i 2012 I Rs Rs

Cash and cash equivalents

11 Balances with Banks

la) on Current Accounts 1334200 I 15401 803 b) Margin money 52150003486~OO I

1c) Fixed Deposits I

I

4820200 6755803

2 17 16

4857817 6813819

17 Other current assets

IParticulars

with Central Excise

against expenditure

duty receivable

recoverable in cash or kind (Unsecured considered

an- ncome-Tax payment of taxes of provisions)

As at 31 March 2013

Rs

7795234 1 70300

5621307 1 15348353 150468231

As at 31 March 2012

Rs

)516853 1

4657921

14548136

10122599

19166631

6513443 i6539353

58525583

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

41 GUJARAT ORGANICS LTO

18 Revenue from operations

Excise Duty on Sates on exports

19 Other Income

Particular

219379660

221361904

For the period For the period ended 31 Mar ended 31 Mar

2013 2012

20 Cost of material consumed

Rs

439305

2625 357048

10684677 92199911

Rs

329689

5219 328549

7255336 76231770

For the periodIFor the period ended 31 Mar ended 31 Mar

~ ~~Q 2013 2012

Rs Rs Raw Material ~vu~u

bullinventorf at the beginning of the year 33315021 19020373I

241839003Add Purchases 262053153 275154024 281073526

Less inventorf at the end of the year 20529158 33315021 I Cost of raw materials consumed 254624866 247758505

21 Depreciation and amortisation expense

For the period ended 31 Mar

2013

Rs

For the period ended 31 Mar

2012

Rs

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

42 GUJARAT ORGANICS LTD

22 Changes in inventories

Changes in inventories of Finished Goods and Workmiddotinmiddotprogress

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012 I Rs

Rs

Inventory at the of the year

finished Goods 41383361 22168752 1I 40238891Workmiddotinmiddotprocess 53601326 I

Total (A) 81622252 75770078 I Inventory at the end of the year

Finished Goods

IWork-in-proces$

48370480 31717388

41383361 40238891

Tota (A) 80087868 81622252

(A) - (8)

1534384 I (5852174)

Increase(Decrease) in Excise duty on finished goods (59966) 1989165

Changes in inventories of Finished Goods and Work-In-progress 1474418 (3863009)

23 Employee Benefits Expense

For the period For the period

Iparticulars ended 31 Mar ended 31 Mar

I 2013 2012

Rs Rs

Salaries wages and bonus 31356317 28656773

Contributions to Provident fund and other fund 2065382 1967034 Gratuity 862941 939493 Staff welfare expenses 3867448 2540695 Total 38152088 34103995

24 Finance Costs

Particulars

For the period ended 31 Mar

2013

For the period ended 31 Mar

2012

Rs Rs Interest

on term loans

- on Cash credit and short term borrowings

- on Fixed Deposits

- others

Bank Charges

I 8181417 7710772 5856609 5222869

1222 55826

1749015 1372898

Total 15788263 I 14362365

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

43 GUJARAT ORGANICS LTD

25 Other expenses

For the period For the period ended 31 Mar ended 31 Mar

Particulars 2013 2012

RsRs Manufacturing expenses

Labour 9690518 9099 1221 Stores and spares 6930320 6063667 1 IResearch and expenses 540681 475267 Electricity power and fuel

Water charges

Repairs to building

Repairs to Plant ft Machinery

Repairs to other assets

Factory expenses

ETP expenses

Administration and Setting Expenses

Advertisment amp Sales promotion expenses

Clearing charges on sales

Commission on sales

IFreight cn sales

Insurance

Printing stationery postage rPIAnfnampgt amp telegram

Legal and Professional fees

Payment to auditor

Rent

Travelling expenses

Conveyance

freight on others

Security service charges

Donation

DhtlluD Fees

Loss on redemption of investments

Provo For Bad Debts

Miscellaneous expenses

Total

251 PAYMENT TO AUDITOR AS

Audit Fees

Tax Audit Fees

In other capacity

I

1558076 147969

1711120 5617858 2201667 33063691

110968017

[

20521351 3297968 1337243

10086526 670497

1788311 1912101

482500 539626

1460775 1 284359

1516694 340456

1265657 4301016 2177374 2115540

81361971

21492741 2536918 1203560

10078341 586423 I

1816495 1734516

390000 I 382716

1320696 174080 I

79263439

175000 80000

227500 482500

54007178 I

150000 60000

180000 390000

226712 I

829219 129000 105000

-176241 I

7473852

168334 787175 137701 130000 I

9658 1

6661365

32852665 i 30267252

143820682

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

44

NOTES TO FINANCIAL STATEMENTS

Travelling Certification Charges Commission on Sales

i Advertisment amp Sales Promotion ExpensesL__~__R_e_se_a_r_c_h_amp__De_v_e_l_op~m__e_nt__Ex~p_e_n_se_s________-L__________-L____________~

i 29 I No Small ScaLe Industries to whom the Company owes a sum which is due for moreI

I than days at baiance sheet date The said information has been determined I to extent such parties have been identified on the basis of informationIavailable the Company

IThere are no Micro and Small Enterprises to whom the Company owes dues which I are outstanding for more than 45 days as at 31st March2013 This information asI required to be disclosed under the Micro Small and Medium EnterprisesIDevelopment Act2006 has been determined to the extent such parties have been i identified on the basis of information available with the Company

30 I The Company have filed a suit against Cheminnova Remedies Pvt Ltd for recoveryI i outstanding amount of Rs 176241- The matter is pending before In the Court of Principal Senior Civil Judge Ankleshwar

I 31 The regular Income-tax Assessments of the Company have been completed up to Assessment Year 2010-11 relevent to Financial year 2009-10

I 32 No proViSIon of Tax has been made as the Dividend receipt consisting major income 1S exempted under Section 10 (38) of Income Tax Act 1961

I

I

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

Less Provo For Taxation Net Profit (9385181) 102743858 i 93358678

i 3 Capital Employed 251171431 r 182400789 1 433572220

134 Earnings per share as required by AS-20 the fonowing disclosure is given below

Earnings per share (EPS) Amount used as the numerator _2~0~12-1~3~+~~2~----l

i Profit after taxation Less Preference dividend

f Less Dividend Tax I TotalIWeighted average nUllber of equity Share issued as denominator

Nominal value of shares

Rs in lacs I Rs in lacs I

Rs in lacs

93358

93358

201430 2014

81086 1200 195

79682

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

46

NOTES TO FINANCIAL STATEMENTS

35 I a) The computation of net profits for Directors remunerations under section 349 of I Companies Act 1956 need not be enumerated since no commission has been I paid to the Director Fixed monthly remuneration has been paid to the Director

as per Schedule XIII to the Companies Act 1956 2012-13 2011-12

Rs in lacs

631 I 057 1 015

Rs in lacs

1711 154 015

36 I Information on related party transactions as required by Accounting Standard-18 for I the year ended 31 st March 2013

(Rs in lacs) IParticulars Key Director Company

I I I Management Company Controlled by

F I I

I I I

I

I

l)

II Personnel Directors I

I

Loan I C CI CJ

Loan paid back Loan given

I Loan received back I (CD received ICD repaid

Sitting Fees Interest received Managing Executive

IDirectors salary

I I

I Purchase II

Dividend received I bull

Rent pald I I

--

2012- 2011-13 12

I

i I II I f

I I

I 005 t 025 i

I 3436 i 1965 I I I

I _---1I

I I

f I -- I

2012- 2011- 2012-13 12 13

I -- --

- i 1208 I I -- I

-- -- -- I _ I

100 105 __ I -- i -- --

--J

--- i -- I

-- i 92198 76~- 336 I

2011middot 12

900

I

-- I ---- I

I

I Outstandmg as at 31 $

Ii March __ I

Amount receivable I Amount payable _ i

I

I Directors Ashwin S Dani Jalaj A Dani Hasit A Dani Arvind R Shah (wef 110082012) Mahendra C Sheth Harish N MotiwaUa and Amrish B Parikh

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

47

IRelated Party Disclosure as required by AS-18 Related Party Disclosures are given IbeLow

I 1 RelationshipI (i) I Key Managem~nt Personne~ I I Name of the Dlrector Arvmd Ramanlal Shah (wef 10082012)

(if) I COmpanies over which the Oir~ctos have controlling interest i ASlan Pamts Ltd t Coatmg Speclalltles (Indla) LtdClear Mlpak Packagmg Solut1ons I Geetanjali Trading ft Investments Pvt Ltd Hitech Plast Ltd Rangudyan I i Insurance Braking Services Ltd Resins ft Plastics SC Research II Foundation Pvt Ltd Suryakant Paint Accessories Pvt ltd Pragatl Chemicals I I Ltd Haish Holding and Trading Company Private Limited Isis Holding and iITrading Company Private Limited Rayirth Holding and Trading Company Pvt i i Ltd Smiti Holding and Trading Company PvC Ltd amp Cronus Merchandise LLP

I 37 I Previous years figures have been regrouped and I or rearranged wherever necessary I As per our Report attached of even date

For Deepak Shah amp Co On behalf of the Board of Directors Chartered Accountants FRN 102249W

Ashwin S Dani Chairman

DN Shah Proprietor Mem No 030566 Mumbai 27th May 2013 Mumbai May 2013

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

Shares

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankleshwar 393002

THIRTY FIFTH ANNUAL GENERAL MEETING

ATTENDANCE SLIP No

the shareholder

I hereby record my presence at the THIRTY FIFTH ANNUAL GENERAL MEETING of the Company held on Saturday 7(1 of September 2013 at 1130 am at the Registered Office ofthe Company located at Plot No 1271 GJDC 393002

SignatureMembers Name

NOTE 1) A MemberProxy attending must complete this Attendance slip and hand it over

at the entrance 2) Member intending to appoint a Proxy should complete the Proxy Form below and it

at the Companys Registered Office not later than 48 hours before the commencement of the Meeting

GUJARAT ORGANICS LIMITED

REGISTERED OFFICE Plot No 12711 GLDC Industrial Estate Ankieshwar Gujarat 393002

THIRTY FIFTH ANNUAL GENERAL MEETING PROXY FORlVl

IlWe of in the district of being a member(s) the above named Company hereby appoint of in the district of or him of in the district of as myour to vote meour behalf at the Fifth Annual General Meeting of the Company to be heid on Saturday day of September 2013 at 1 30 am at any adjournment thereof

thO111S of 2013

f Affix a One Rupee

I Revenue Stamp

Regd Folio No NOTE L The need not be a Member Company 2 The Proxy form must be at the Registered ofthe Company not than 48

hours before the time of holding the Meeting

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

BOOK-POST

Ifundelivered Please return to GUJARA T ORGANICS LIMITED 3A Barodawala Mansion 81 Dr Besant Road Worli Mumbai 400 018

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

FORlVI A

1 Name of the Company

2 Annual financial statements for year ended

3 Type of audit observation

4 Frequency of observation

5 To be signed by

(a) Chairman

(b) Whole Time Director and CEO

(c) Auditor of the Company

GUJARAT ORGANICS LTD

31 5t March 2013

Un-qualified

Not applicable

Mr Ashwin S Dani

Mr Arvind Shah

Mr Deepak Shah Membership No 03056 Proprietor Deepak Shah amp Co Chartered Accounts Firms Registration No l02249W

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