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Sabero Organics Gujarat LimitedCIN: L24110GJ1991PLC020753

Sabero Organics Gujarat Limited

Registered Office

Plot No. 2102, GIDC,Sarigam - 396155

Dist. Bulsar, State: GujaratTel:022-61132400Fax:02261132405

email: [email protected]:www.sabero.com

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Sabero Organics Gujarat Limited 1

CONTENTS

Page No.

Corporate Information ........................................................................................................................................ 01

Notice ................................................................................................................................................................ 03

Directors’ Report ................................................................................................................................................ 10

Management Discussion & Analysis .................................................................................................................... 14

Corporate Governance Report ............................................................................................................................. 16

Auditors’ Report ................................................................................................................................................. 25

Balance Sheet .................................................................................................................................................... 28

Statement of Profit & Loss .................................................................................................................................. 29

Cash Flow Statement ......................................................................................................................................... 30

Notes forming part of accounts ........................................................................................................................... 32

Auditors’ Report on Consolidated Financial Statements ........................................................................................ 55

Consolidated Balance Sheet ................................................................................................................................ 56

Consolidated Statement of Profit & Loss Account ................................................................................................ 57

Consolidated Cash Flow Statement ..................................................................................................................... 58

Notes forming part of Consolidated Accounts ...................................................................................................... 60

Statement under Section 212(8) of the Companies Act, 1956 .............................................................................. 82

Proxy Form ........................................................................................................................................................ 83

2 Sabero Organics Gujarat Limited

CORPORATE INFORMATION

BOARD OF DIRECTORS Mr. M. K. Tandon Chairman

Mr. M. M. Venkatachalam Director

Mr. V. Ravichandran Director

Mr. Bhavesh Vora Additional Director

Mr. Kapil Mehan Director

Mr. G. Veera Bhadram President & Whole-time Director

COMPANY SECRETARY Ms. Pritam Vartak

AUDITORS M/s. Deloitte Haskins & Sells, Chartered Accountants

BANKERS State Bank of India

The Ratnakar Bank Limited

Axis Bank Limited

Export-Import Bank of India

REGISTRARS & SHARE Link Intime India Private Limited

TRANSFER AGENTS C-13, Pannalal Silk Mills Compound

LBS Marg, Bhandup (West)

Mumbai 400 078

Tel. 022 25963838

Fax 022 25946979

REGISTERED OFFICE Plot No. 2102, GIDC

& FACTORY Sarigam 396 155

Dist. Bulsar, Gujarat

Telfax. : 0260 3918500

CIN:L24110GJ1991PLC020753

E-mail:[email protected]

Website:www.sabero.com


NOTICE is hereby given that the 23rd Annual General Meeting

of the Members of Sabero Organics Gujarat Limited will be

held on Friday, 18th July, 2014 at 12.30 P.M. at the Registered

Office of the Company at Plot No.2102, GIDC, Sarigam-396155,

Dist: Bulsar, State: Gujarat, to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet

of the Company as at 31st March, 2014 and the Statement

of Profit & Loss for the financial year ended on that date

together with the Report of the Directors’ and Auditors’

thereon.

2. To appoint a Director in place of Mr. M. M. Venkatachalam,

who retires by rotation and being eligible, offers himself

for re-appointment.

3. To appoint a Director in place of Mr. Kapil Mehan, who

retires by rotation and being eligible, offers himself for

re-appointment.

4. To appoint Statutory Auditors to hold office from the

conclusion of this Annual General Meeting until the

conclusion of the next Annual General Meeting of the

Company and fix their remuneration and in this connection

to consider and if deemed fit, to pass with or without

modification(s), the following Resolution as an Ordinary

Resolution:

“RESOLVED THAT pursuant to the provisions of Section

139 and other applicable provisions, if any, of the

Companies Act, 2013 read with the Companies (Audit

and Auditors) Rules, 2014 and other applicable rules, if

any, M/s Deloitte Haskins & Sells, Chartered Accountants,

(bearing Registration No. 117364W with the Institute of

Chartered Accountants of India), be and are 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

on a remuneration of `8 Lacs (Rupees Eight Lacs only)

plus reimbursement of out of pocket expenses and

applicable taxes.”

SPECIAL BUSINESS:

5. To appoint a Director in place of Mr. Bhavesh Vora, who

was appointed as an Additional Director under Article 74

of the Articles of Association of the Company and holds

office up to the date of this Annual General Meeting in

terms of Section 260 of the Companies Act, 1956 but

being eligible, offers himself for re-appointment and in

respect of whom a notice in writing has been left at the

Registered office of the Company by a Member under

Section 160 of the Companies Act, 2013 signifying his

intention to propose Mr. Bhavesh Vora as a candidate for

the office of the Director and in this regard to consider

and if thought fit, to pass, with or without modification(s),

the following resolution as on Ordinary Resolution:

NOTICE


149, 152 and other applicable provisions of the Companies

Act, 2013 and the Rules made thereunder read with

Schedule IV of the Companies Act, 2013, Mr. Bhavesh

Vora, having DIN 00267604, be and is hereby appointed

as an Independent Director of the Company to hold office

for a period of 1 (one) year from the date of this Annual

General Meeting, not liable to retire by rotation.”

6. To consider and if thought fit, to pass the following

resolution as an Ordinary Resolution for appointment of

Mr. M. K. Tandon as an Independent Director for a period

of one year, not liable to retire by rotation.


149, 152 and other applicable provisions of the Companies

Act, 2013 and the Rules made thereunder read with

Schedule IV of the Companies Act, 2013, Mr. M. K. Tandon,

having DIN 00026460, be and is hereby appointed as an

Independent Director of the Company to hold office for a

period of 1 (one) year from the date of this Annual

General, not liable to retire by rotation.”

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

modification, the following resolution as a Special

Resolution:

“RESOLVED THAT in supersession of Special Resolution

passed at the Annual General Meeting held on 26th

September, 2008, and pursuant to the provisions of

Section 180 (1) (c) and other applicable provisions, if

any, of the Companies Act, 2013, including any statutory

modification(s) or re-enactment thereof for the time being

in force, consent of the Company be and is hereby

accorded to the Board of Directors of the Company for

borrowing from time to time any sum or sums of monies

which, together with the monies already borrowed by

the Company (apart from temporary loans obtained or

to be obtained from the Company’s bankers in the

ordinary course of business) may exceed the aggregate

of the paid-up capital of the Company and its free reserves

that is to say, reserves not set apart for any specific

purpose provided that the total amount so borrowed by

the Board shall not, at any time exceed the sum of ` 350

crore (Rupees Three Hundred Fifty Crore) over and above

the aggregate of the paid - up capital of the Company

and its free reserves.”

8. To approve payment of remuneration to non-executive

directors and in this regard to pass, with or without

modification(s), the following resolution as a Special

Resolution:

“RESOLVED THAT pursuant to the relevant provisions

of the Companies Act, 1956 and to the provisions of

Sections 197, 198 and other applicable provisions of

Companies Act, 2013 and the Companies (Appointment


and Remuneration of Managerial Personnel) Rules, 2014

(including any statutory modification(s) or re-enactment

thereof for the time being in force), the non-executive

directors of the Company (i.e. Directors of the Company

[including Alternate Directors but excluding the Managing

Director(s) and Wholetime Director(s)] be paid

remuneration by way of commission not exceeding 1%

of the Company's net profits computed in the manner

provided in Section 198 of the said Act, for the financial

year 2013-14.

RESOLVED FURTHER THAT the payment of

commission, as aforesaid, shall be exclusive of the fees

payable to such Directors for attending the meetings of

the Board and Committees thereof."

9. To ratify the remuneration of the Cost Auditors for the

financial year ending March 31, 2015 and in this regard

to consider and if thought fit, to pass, with or without

modification(s), the following resolution as an Ordinary

Resolution:


148 and all other applicable provisions of the Companies

Act, 2013 and the Companies (Audit and Auditors) Rules,

2014, including any statutory modification(s) or re-

enactment thereof, for the time being in force, M/s. P. D.

Dani and Co., Cost Accountant appointed by the Board

of Directors as Cost Auditor of the Company to conduct

the audit of the cost records of the Company for the

financial year ending March 31, 2015, be paid a

remuneration of ` 2 Lakhs plus applicable taxes.

RESOLVED FURTHER THAT the Board of Directors of

the Company be and is hereby authorised to do all acts

and take all such steps as may be necessary, proper or

expedient to give effect to this resolution.”

By Order of the Board of Directors

For Sabero Organics Gujarat Limited

Sd/-

Place : Mumbai Pritam Vartak

Date : 23.04.2014 Company Secretary

REGISTERED OFFICE:Plot No. 2102, GIDC,Sarigam-396155, Dist: Bulsar, Gujarat

CIN: L24110GJ1991PLC020753

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT

THE MEETING IS ENTITLED TO APPOINT ONE OR

MORE PROXIES TO ATTEND AND VOTE INSTEAD

OF HIMSELF AND SUCH PROXY NEED NOT BE A

MEMBER OF THE COMPANY.

A person can act as a proxy on behalf of members upto

and not exceeding fifty and holding in aggregate not more

than ten percent of the total share capital of the Company

carrying voting rights. A member holding more than ten

percent, of the total share capital of the Company carrying

voting rights may appoint a single person as proxy and

such person shall not act as a proxy for any other person

or member.

2. Proxies in order to be effective, should be duly completed,

stamped and signed must be deposited at the Registered

Office of the Company not less than 48 hours before the

commencement of the Meeting.

3. Corporate members intending to send their authorised

representative(s) to attend the Meeting are requested to

send to the Company a duly certified copy of the Board

Resolution authorising their representative(s) to attend

and vote on their behalf at the Meeting.

4. Members desirous of obtaining any information as regards

accounts and operations of the Company are requested

to send their queries in writing so as to reach at the

Registered Office of the Company at least 10 (ten) days

before the date of the meeting, to enable the Company

to keep the information ready.

5. An Explanatory Statement under Section 102(1) of the

Companies Act, 2013, in respect of the Special Business

to be transacted at the Meeting is annexed hereto.

6. The Register of Members of the Company will remain

close from 11th July, 2014 to 18th July, 2014 (both days

inclusive).

7. Members/Proxies attending the Meeting are requested

to complete and bring the Attendance Slip enclosed with

the Annual Report and hand over the same at the entrance

of the meeting hall, duly signed.

8. Members are requested to notify immediately any change

in their address to their Depository Participants (DPs) in

respect of their electronic share accounts quoting Client

ID No. and in case of shares are held in physical form, to

Link Intime India Private Limited, Registrar and Share

Transfer Agent in respect of their physical shares, quoting

Folio No.

9. The Company’s shares are traded in electronic form. The

investors are requested to hold their securities in the

electronic form.

10. Voting through electronic means

In compliance with provisions of Section 108 of the

Companies Act, 2013 and Rule 20 of the Companies

(Management and Administration) Rules, 2014, the

Company is pleased to provide members facility to

exercise their right to vote at the 23rdAnnual General

Meeting (AGM) by electronic means and the business

may be transacted through e-Voting Services provided

by Central Depository Services Limited (CSDL).


The instructions for members for voting electronically are as under:-

(A) In case of members receiving e-mail:

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

ii) Clickon”Shareholders” tab to cast your votes.

iii) Now, select the Electronic Voting Sequence Number - ”EVSN” along with ”COMPANYNAME” from the drop down menu

and click on”SUBMIT”

iv) If you are holding shares in Demat form and had logged on to www.evotingindia.com and casted your vote earlier for

EVSN of any Company, then your existing login id and password are to be used.

v) Now, fill up the following details in the appropriate boxes:

For Members holding shares in Demat Form For Members holding shares in Physical Form

User ID For NSDL: 8 Character DP ID Folio Number registered with the Company and then

followed by 8 Digits Client IDenter the Captcha Code as displayed

For CDSL: 16 digits beneficiary ID

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department when prompted by the

system while e-voting (applicable for both demat shareholders as well as physical shareholders)

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

demat account or folio in dd/mm/yyyy format.

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

Details# for the said demat account or folio.

* Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two

letters of their name and sequence number in the PAN field. In case the sequence number is less than 8 digits enter

the applicable number of 0’s before the number after first two characters of the name in CAPITAL letters. Eg. If your

name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

# Please enter any one of the details in order to login. In case either of the details are not recorded with the depository

please enter “999999999” in the dividend Bank details and 13/06/2014 in the date of Birth field.

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

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

shares in demat form will now reach ”Password Creation” menu wherein they are required to mandatorily change their

login password in the new password field. Kindly note that this password is to be also used by the demat holders for

voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting

through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost

care to keep your password confidential.

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

this Notices.

ix) Click on the relevant EVSN on which you choose to vote.

x) On the voting page, you will see Resolution Description and against the same the option “YES/NO” for voting. Select the

option YES or NO as desired, the option YES implies that you assent to the Resolution and option NO implies that you

dissent to the Resolution.

xi) Click on the “Resolutions File Link” if you wish to view the entire Resolutions.

xii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you

wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

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

xiv) If Demat account holder has forgotten the changed password then Enter the User ID and Captcha Code click on Forgot

Password & enter the details as prompted by the system.


In case of members receiving the physical copy:

(B) Please follow all steps from sl. no. (i) to sl. no. (xiv) above, to cast vote.

(C) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in

and register themselves, link their account which they wish to vote on and then cast their vote. They should upload a scanned

copy of the Board Resolution in PDF format in the system for the scrutinizer to verify the vote.

(D) The voting period begins on 12th July, 2014 at 9.00 a.m. and ends on 15th July, 2014 at 9.00 a.m. During this period shareholders

of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 13th

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

vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

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

e-voting manual available at www.evotingindia.com under help section or write an email to [email protected].

(F) The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as

on the cut-off date of 13th June, 2014.

(G) Mr. Jayesh Shah, Practising Company Secretary (Membership No. 5637), Partner of M/s. Rathi & Associates, Company Secretaries

has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer shall

within a period not exceeding three(3) working days from the conclusion of the e-voting period unblock the votes in the

presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer's Report of the votes

cast in favour or against, if any, forthwith to the Chairman of the Company.

(H) The Results shall be declared on or after the AGM of the Company. The Results declared alongwith the Scrutinizer's Report

shall be placed on the Company's website www.sabero.com and will be communicated to the Stock Exchanges on which the

Company's equity shares are listed.

11. The relevant details of Directors seeking appointment, re-appointment, under the item nos. 2, 3, 5 and 6 above, are as

follows:

Name Mr. M. M. Venkatachalam Mr. Kapil Mehan

Age 55 years 55 years

Date of Appointment 19th December, 2011 19th December, 2011

Qualification Graduated from the University of Graduate in Veterinary Science and Animal

Agricultural Sciences, Masters Degree in Health, PG Diploma in Management from IIM,

Business Administration from George Ahmedabad

Washington University, USA,

Nature of Expertise General Management and Administration General Management and Marketing

Experience 31 years 34 years

Names of other companies 1. Cholamandalam Factoring Ltd 1. Coromandel International Limited

in which holds directorship 2. Ramco Systems Ltd. 2. Parry Chemicals Limited

(excluding foreign and 3. Polutech Ltd 3. Liberty Phosphate Limited

private companies) 4. Ambadi Enterprises Ltd. 4. Liberty Urvarak Limited

5. USV Limited 5. Dare Investments Limited

6. Coromandel International Limited 6. Andhra Pradesh Gas Power Corporation

7. Coromandel Engineering Company Ltd. Limited

8. Parry Agro Industries Ltd.

9. The Ramco Cements Limited

Names of other public Ramco Systems Ltd.-

companies in which holds Chairman of Audit Committee- Nil

Committee membership/ Coromandel International Ltd-

Chairmanship* Member of Audit Committee

Shareholding in the Nil Nil

Company


Name Mr. Bhavesh Vora Mr. M. K. Tandon

Age 47 years 73 years

Date of Appointment 10th October, 2013 11th July, 2011

Qualification Chartered Accountant Masters Degree in Commerce, Degree in Law

Nature of Expertise Finance and Audit Finance, Insurance and

General Management

Experience Above 23 years More than 35 years

Names of other companies 1. Aarti Drugs Limited 1. Welspun Syntex Ltd.

in which holds directorship 2. Aarti Industries Limited 2. Welspun Projects Limited

(excluding foreign and 3. Liberty Phosphate Limited

private companies)

Names of other public Aarti Drugs Limited Welspun Syntex Limited-

companies in which holds Audit Committee-Member Audit Committee-Member

Committee membership / Investors Grievance Committee - Member Welspun Projects Limited -

Chairmanship* Aarti Industries Limited Audit Committee-Member

Audit Committee - Member Liberty Phosphate Limited-

Audit Committee-Chairman

Shareholding in the Nil Nil

Company

*Note : Represents Membership of Audit & Investors Grievance Committee of Public Ltd. Companies.

12. All documents referred to in the accompanying Notice and the Explanatory Statement are open for inspection at the Registered

Office of the Company during office hours on all working days except Saturday between 11.00 a.m. and 1.00 p.m. up to the

date of the Annual General Meeting and the same will be available for inspection at the Annual General Meeting.



Sd/-



REGISTERED OFFICE:Plot No. 2102, GIDC,Sarigam-396155, Dist: Bulsar, Gujarat.

CIN: L24110GJ1991PLC020753


ITEM NO.5

Mr. Bhavesh Vora, was appointed as an Additional Director of

the Company on 10th October, 2013 pursuant to Article 74 of

the Articles of Association of the Company and Section 260 of

the Companies Act, 1956. In terms of the said Section

Mr. Bhavesh Vora holds office upto the forthcoming Annual

General Meeting of the Company.

Notice in writing under Section 160 of the Companies Act,

2013 has been received from a Member signifying his intention

to propose Mr. Bhavesh Vora as a Director of the Company

along with a prescribed deposit as required under the

provisions of Section 160 of the Companies Act, 2013 which

will be refunded to the Member if Mr. Bhavesh Vora is elected

as a Director.

Further, in terms of Section 149, 152 read with Schedule IV of

the Companies Act, 2013, the Board of Directors have reviewed

the declaration made by Mr. Bhavesh Vora that he meets the

criteria of independence as provided in Section 149(6) of the

Companies Act, 2013, and the Board has formed the opinion

that he fulfills the conditions specified in the Companies Act,

2013 and the rules made thereunder and is independent of

the management.

In view of the above provisions, the proposal for the

appointment of Mr. Bhavesh Vora as Independent Director,

not liable to retire by rotation, for a period of one year has

been put up for the approval of shareholders.

Mr. Bhavesh Vora is interested in the Resolution set out at

item no.5 of the Notice since it is related to his own

appointment. The relatives of Mr. Bhavesh Vora may also be

deemed to be interested in the resolution set out at Item Nos.

5 of the Notice, to the extent of their shareholding interest, if

any, in the Company.

Save and except the above, none of the other Directors / Key

Managerial Personnel of the Company / their relatives is, in

any way, concerned or interested, in this resolution.

The Board recommends the Ordinary Resolution set out at

Item No. 5 for approval by the shareholders.

ITEM N0.6

Mr. M. K. Tandon was appointed as Director liable to retire by

rotation, under Companies Act, 1956 by the Shareholders of

the Company at the Annual General Meeting held on 29th

September, 2011. Section 149 of the Companies Act, 2013

provides that the Independent directors of a company shall

be appointed at the general meeting of the shareholders and

they are not liable to retire by rotation.

In terms of Sections 149, 152 read with Schedule IV of the

Companies Act, 2013, the Board of Directors have reviewed

the declaration made by Mr. M. K. Tandon that he meets the

criteria of independence as provided in Section 149(6) of the

Companies Act, 2013, and the Board is of opinion that he

fulfills the conditions specified in the Companies Act, 2013

and the rules made thereunder and is independent of the

management.

Accordingly, in compliance with the said provisions it is

proposed to appoint Mr. M. K. Tandon as an Independent

Director for the period of 1 year. Notice, along with the deposit

required under Section 160 of the Act, have been received

from a member proposing the appointment of Mr. M. K. Tandon.

Mr. M. K. Tandon is interested in the resolution set out at Item

No. 6 of the Notice with regard to his appointment. The relatives

of Mr. M. K. Tandon may also be deemed to be interested in

the resolution set out at Item No.6 of the Notice, to the extent

of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key

Managerial Personnel of the Company / their relatives are, in

any way, concerned or interested, in these resolutions.

The Board recommends the Ordinary Resolution set out at

Item No.6 for approval by the shareholders.

ITEM NO.7

Pursuant to Section 180 (1) (c) of the Companies Act 2013

(the New Act), the Board of Directors of a company can borrow

money subject to consent of the shareholders by a special

resolution, where the money to be borrowed, together with

the money already borrowed by the company will exceed

aggregate of its paid-up share capital and free reserves, apart

from temporary loans obtained from the company’s bankers

in the ordinary course of business. The said provision of the

New Act is similar to the provisions of Section 293(1)(d) of

the Companies Act 1956 (Old Act), except that the approval

of the shareholders is through a special resolution instead of

ordinary resolution specified under the Old Act.

The shareholders of the Company, at the Annual General

Meeting held on 26th September 2008, had authorized the

Board to borrow upto ` 350 crore, in excess of the aggregate

ANNEXURE TO NOTICE

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

(hereinafter referred to as “the Act”).


of its paid-up share capital and free reserves of the Company.

The Ministry of Corporate Affairs, vide their circular dated 25th

March 2014 has clarified that the resolutions passed under

the provisions of the Old Act will be valid till 12th September

2014.

None of the Directors/Key Management Personnel/their

relatives are interested in the resolution.

The Board recommends the Special Resolution set out at Item

No.7 for approval by the shareholders.

ITEM NO. 8

The Company has performed well and had recorded all round

growth over the last two years. This has been largely due to

the increasing contributions made by the Directors who are

required to devote considerable quality time and effort

providing valuable guidance and counsel to the management

team.

It is, therefore, considered desirable to pay the Non Executive

Directors (including Alternate Directors) remuneration by way

of commission not exceeding 1% of the Company's net profits

for the financial year 2013-14, in the manner stated in the

text of the Special Resolution at item no. 8 of the Notice.

The proposed payment of remuneration by way of commission

to Non Executive Directors, requires the approval of the

Company in General Meeting by a Special Resolution. Hence,

the Special Resolution at item no. 8 of the Notice.

All the Directors (other than Mr. G. Veera Bhadram) are

interested in the Special Resolution to the extent of the

remuneration by way of commission that may be received by

them.

The said remuneration to non-executive directors shall be in

addition to the sitting fee payable to them for attending

meetings of the Board and Committees thereof.

None of the Key Managerial Personnel of the Company/their

relatives are, in any way, concerned or interested, financially

or otherwise, in the above resolution.

The Board commends the Special Resolution set out at Item

No.8 for approval by the shareholders.

ITEM NO. 9

The Board, on the recommendation of the Audit Committee,

has approved the appointment of M/s. P. D. Dani and Co.,

Cost Accountant, as Cost Auditor, to conduct the audit of the

cost records of the Company for the financial year ending

March 31, 2015 and also approved the Remuneration of ` 2

Lacs to be paid to him.

In accordance with the provisions of Section 148 of the Act

read with the Companies (Audit and Auditors) Rules, 2014,

the remuneration payable to the Cost Auditor has to be ratified

by the shareholders of the Company.

Accordingly, consent of the members is sought for passing an

Ordinary Resolution as set out at Item No.9 of the Notice for

ratification of the remuneration payable to the Cost Auditor

for the financial year ending March 31, 2015.

None of the Directors/Key Managerial Personnel of the

Company/their relatives are, in any way, concerned or

interested, financially or otherwise, in the above resolution.

The Board commends the Resolution for approval by the

members.



Sd/-



REGISTERED OFFICE:Plot No. 2102, GIDC,Sarigam-396155, Dist: Bulsar,Gujarat.

CIN: L24110GJ1991PLC020753


Dear Members,

Your Directors take pleasure in presenting the 23rd AnnualReport of the Company together with the Audited FinancialStatements along with the Report of the Auditors for thefinancial year ended March 31, 2014.

Summary of Financial Results:(` In lacs)

Year Ended Year Ended31.03.2014 31.03.2013

Net Sales

Domestics 27,314.09 20,955.81

Exports 44,710.27 30,527.12

Total 72,024.36 51,482.93

Profit/(Loss) beforeFinance Cost,Depreciation and Taxation 7,840.98 5,080.28

Less: Finance Costs 3,035.72 2,989.46

Depreciation 1,299.74 1,137.17

Profit before exceptionalitems and tax 3,505.52 953.65

Exceptional items - 174.34

Profit before tax 3,505.52 779.31

Less: Provision for Tax(incl. deferred tax) 192.17 6.15

Net Profit/(Loss)after Tax 3,313.35 773.16

Add: Surplus in statement ofprofit and loss account at thebeginning of the year 1,286.72 513.56

Amount available forappropriation 4,600.07 1,286.72

Operations

Your Company’s Revenue from Operations (Net) increased by

40%, from ` 51,482 lacs in 2012-13 to ` 72,024 lacs in

2013-14. Profit before Exceptional Items and Taxation increased

from ` 953.65 lacs in 2012-13 to ` 3,505.52 lacs in 2013-14.

For the year ended 31st March,2014, the Operating Profit i.e.

EBIDTA was ` 7,840.98 lacs, as against ` 5,080.28 lacs in the

preceding year 2012-13. Profit after Tax was ` 3,313.35 lacs

for the year 2013-14, compared to ` 773.16 lacs for Financial

Year 2012-13.

Amalgamation with Coromandel International Limited

Your Directors have, at their meeting held on 24th January,

2014, approved a Scheme of Amalgamation for merger of the

Company with its holding company, Coromandel International

Limited. Company has received NOC from the Stock Exchanges

as required under the Listing Agreement and is in process of

obtaining the approval of the shareholders, creditors, Hon’ble

High Court of Gujarat, and such other authorities, as may be

DIRECTORS’ REPORT

required. The Scheme will be with effect from 1st April 2014

but would become operative after receipt of all necessaryapprovals.

Dividend

Considering the sizable funds requirement of the Companyfor its business expansion in the ensuing year, the Board hasnot recommended any dividend for the year under review.

Overseas Subsidiary Companies

The Company has Subsidiaries Companies in Australia, LatinAmerica, Argentina, Europe and Mexico, primarily to actively

pursue grant of licenses and product registrations in conformitywith the local laws of the respective countries/regions.

Sabero Australia Pty Ltd., a wholly owned subsidiary, incurrednet loss of Australian Dollar 34,786/ (equivalent to ` 19.52lacs) during the year ended March 31, 2014. Sabero EuropeBV, another wholly owned subsidiary, incurred a net loss ofEuro 419 (equivalent to ` 0.32 lacs) during the year endedMarch 31, 2014. Sabero Argentina S. A., another subsidiary,generated a net profit of Argentina Pesos 62,741 (equivalentto ` 6.08 lacs) during the year ended March 31 2014. SaberoOrganics America S.A., Company’s subsidiary in Brazil, incurrednet loss of Brazilian Real 411,684 (equivalent to ̀ 110.06 Lacs)during the year ended March 31, 2014. Sabero Organics Mexico

S.A. de C.V., the Mexican subsidiary, generated net profit ofMexican Dollars of 938,772 (equivalent to ̀ 42.29 Lacs) duringthe year ended March 31, 2014.

Consolidated Financial Statements

The Ministry of Corporate Affairs, has given a generalexemption to Companies from publishing the Annual Reportof its Subsidiary Companies wherever a Consolidated Statement

has been appended. In view of this, the Annual Report of theSubsidiary Companies, i.e. Sabero Australia Pty Ltd, SaberoEurope B. V., Sabero Argentina S.A., Sabero Organics AmericaS.A. and Sabero Organics Mexico S.A de C.V. have not beenannexed.

However, the Accounts of the Subsidiary Companies and therelated information will be made available to the Members ofthe Company on request and will also be kept for inspectionin the Registered Office.

A Statement under Section 212(8) of the Companies Act, 1956is attached and forms part of this Annual Report.

Safety, Health & Environment (SHE)

Company’s focus on Safety, Health and Environment continued

during the year under review maintaining high safety

standards. During the year, the Company took up rebuilding

of congested multi-purpose plant to strengthen the plant

infrastructure and decongested the work area to provide safe

working environment. The Company continued its focus on

improving compliance with the applicable environmental

regulations and the Company maintained its ISO 14001Environmental Management System certification. During theyear Company had received a notice from GPCB alleging non-


compliance with certain environmental parameters and onsubmission of the relevant particulars by the Company, GPCBhas revoked the notice. During the year, the Company hasspent significant amount in improving the environmentalparameters and treatment of effluents at the factory. TheCompany has been carrying out regular audits and conductingtraining programs to promote awareness on Safety, Healthand Environment, among the employees.

Management Discussion & Analysis and Corporate

Governance Report:

The ‘Management Discussion & Analysis Report’ highlightingthe industry structure and developments, opportunities, risksand uncertainties, future outlook, etc is furnished separatelyand forms part of this Directors’ Report.

Pursuant to Clause 49 of the Listing Agreement, a Report onCorporate Governance along with a certificate from M/s. Rathi& Associates, Company Secretaries in practice, regarding

compliance of the requirements of Corporate Governance isannexed hereto.

Directors

In accordance with Article 70 of the Articles of Association,

read with Section 152 and 161 of the Companies Act, 2013,

Mr. Kapil Mehan and Mr. M. M. Venkatachalam, Directors of

the Company will retire by rotation at the ensuing Annual

General Meeting and being eligible, offer themselves for

re-appointment.

During the year under review, Mr. Bhavesh Vora was appointed

as an Additional Director and a notice has been received from

a shareholder proposing his appointment as a Director of the

Company. The details of Directors seeking appointment or re-

appointment as required by Clause 49 of the Listing Agreement

are provided in the Note-11 to the Notice convening the ensuing

Annual General Meeting of the Company.

During the year under review, Mr. Jayesh Gandhi and Mr. Sujal

Shah have resigned from the office of Director. The Board of

Directors wishes to place on record their appreciation for thevaluable contribution made by Mr. Jayesh Gandhi and Mr. SujalShah during their tenure.

Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants, Auditorsof the Company retire at the conclusion of ensuing AnnualGeneral Meeting and are eligible for re-appointment. Membersare requested to approve their re-appointment as the StatutoryAuditors of the Company and fix their remuneration.

Cost Auditors

In accordance with the directive received from the CentralGovernment, an audit of the cost accounts relating to productsmanufactured by the Company is required to be conductedevery year, by an auditor with the requisite qualifications asprescribed under Section 233B of the Companies Act, 1956.The Board of Directors had appointed M/s. P.D. Dani and Co.,Cost Accountants for the conduct of the cost audit for theyear ended March 31, 2014. The report for the year 2012-13was submitted to the Ministry of Corporate Affairs on 27-09-

2013 (Due date: 30-09-2013) and for the year 2013-14, willbe submitted on/before due date.

Delisting of securities from Stock Exchanges

During the year under review, the Company has completedvoluntary delisting of its securities from Ahmedabad StockExchange Limited, Vadodara Stock Exchange Limited and DelhiStock Exchange Limited.

Disclosures

Information relating to the Conservation of Energy, TechnologyAbsorption, Adaptation & Innovation and Foreign Exchange

Earnings and Outgo required under Section 217(1)(e) of theCompanies Act, 1956 read with the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules, 1988are annexed hereto and forms part of this report.

Information as per Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules,1975 is also annexed hereto and forms part of this Report.

Directors’ Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of theCompanies Act, 1956 with respect to Directors’ ResponsibilityStatement, Board of Directors hereby confirm:

(i) That in the preparation of the accounts for the financialyear ended 31st March 2014, the applicable AccountingStandards have been followed;

(ii) That appropriate accounting policies have been selectedand applied them consistently and made judgment andestimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of theCompany at the end of the financial year and of the Profit/loss of the Company for the year under review;

(iii) That proper and sufficient care has been taken for themaintenance of adequate accounting records in

accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;

(iv) That the Accounts for the financial year ended 31st March,2014 have been prepared on a ‘going concern’ basis.

Acknowledgements

The Board of Directors wishes to acknowledge and expresstheir deep appreciation for the dedicated services renderedby employees at all levels and the valuable contribution inimproving the performance of the Company. Your Directorsalso wish to place on record their appreciation for the continuedconfidence and support extended by all customers, suppliers,financial institutions, banks, shareholders, other businessassociates and agencies/bodies of the Central Governmentand that of the Government of Gujarat.

On behalf of the Board of Directors

Sd/-Place : Mumbai M. K. TandonDate : 23rd April 2014 Chairman


Information under Section 217 (1) (e) of the Companies Act,

1956 read with the Companies (Disclosure of Particulars in

the Report of Board of Directors) Rules, 1988 and forming

part of the Directors’ Report.

FORM - A

DISCLOSURE OF PARTICULARS WITH RESPECT TO

CONSERVATION OF ENERGY

CURRENT PREVIOUSYEAR YEAR

2013-14 2012-13

A. POWER & FUEL CONSUMPTION

1) Electricity

a) Purchased Units (kwh) 225.22 221.53

Total Amount (`) 1,462.44 1,581.61

Rate/Unit (`/Kwh) 6.49 7.14

b) Own Generation

- Through Diesel generator

Unit(Lac units) 1.41 0.76

Diesel consumed (K Litre) 44.74 30.96

Unit per litre of Diesel oil 3.15 2.47

Rate/Unit (`/kwh) 18.80 20.55

- Through gas engine

Unit(Lac units) 46.34 67.08

Gas consumed (SCM in lacs) 13.84 17.75

Amount (` Lacs) 544.43 583.75

Unit generated/scm of gas 3.35 3.78

Rate/Unit (`/kwh) 11.75 8.70

2) Fuel for Steam Generation

i. Furnace Oil

Quantity (KL) Nil Nil

Total Amount (`) Nil Nil

Average Rate (` /KL) Nil Nil

ii. HSD (KL)

Total Amount ` Nil Nil

Average Rate (`/KL) Nil Nil

iii. Natural Gas

Quantity (Scm in lacs) 113.58 119.12

Amount (` lacs) 4,468.24 3,926.95

Rate/unit (`/Scm) 39.34 32.97

CONSERVATION OF ENERGY:

The Company remains focused on giving importance to energy

conservation covering efficiency in generation, distribution and

utilization. The energy saving measures implemented during

the year includes, Reduction in energy consumption per unit

of production through reduction in cycle time and increasing

through-put

Disclosure of particulars with respect to:

a) Research & Development: (R & D)

The in-house R&D focused on establishing process and

knowhow for manufacture and commercialization of New

Products in sync with the business strategy and

continuous improvement on process and operations.

During the year 2013-14:

1. Processes were established for new off patent

products and combination products for technology

absorption and commercialization.

2. Cycle time and Yields improved across products

manufactured leading to cost reduction.

3. Processes established for generation of additional

Bi-products.

b) Technology Absorption, Adoption and Innovation:

Technology up gradation was pursued by the Company

using in-house R&D infrastructure for absorption,

adoption and innovation. During the year, the Company

made progress in the areas of establishing processes for

new off patent products, combination products through

new recipe leading to reduction in costs, reduction in

generation of effluents and treatment costs with

installation and optimum utilization of facilities. Cycle time

reduced in key products leading to improved productivity.

c) Foreign Exchange Earnings and Outgo:

(` in Lacs)

CURRENT PREVIOUSYEAR YEAR

2013-14 2012-13

1. Foreign Exchange earned

Export of goods on FOB basis 42,166.96 27,338.21

2. Outgo of foreign exchange

Raw materials on CIF basis 14,332.84 12,973.98

Stores, spares - 1.07

Capital goods - 90.42

Export Commission 738.40 344.22

Product Registration Expenses 158.89 338.24

Interest/Bank charges 181.56 214.96

Others 79.98 80.30

Total 15,491.67 14,043.19

ANNEXURE “A” TO THE DIRECTORS’ REPORT


ANNEXURE “B”

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975,

and forming part of the Directors’ Report.

Name Designation Remuneration Qualification Experience Date of Age Particulars of

(`) Gross/Net (Yrs) commencement last employment

of employment

Mr. G. Veera President & Gross Graduation in 30 years 19th December, 2011 56 years Coromandel

Bhadram Whole-time ` 9,325,627/- Agriculture, International Limited

Director Post Graduation Senior Vice Presidentin Agricultural Pesticides SBUEconomics,PG Diploma inManagement


The statements in the “Management Discussion and Analysis

Report” describe the Company’s objectives, projections,

estimates and expectations which may be “forward looking

statements” within the meaning of applicable laws and

regulations.The actual results could differ materially from

those expressed or implied, depending upon the economic

and climatic conditions, government policies and other

incidental factors.

BUSINESS ENVIRONMENT

The Agro chemicals industry has a strong linkage to

Agriculture, which itself is heavily dependent on vagaries of

monsoon. Various other critical factors impacting its robust

growth include availability of credit, irrigation facilities and

other needed agri inputs. Occurence of pests and plant

diseases are perennial risk factors where the agro chemicals

industry comes into play.

Global population dynamics especially in countries with limited

arable land, and those with poor irrigation infrastructure find

themselves confronting the challenge of feeding their millions

of populace and ensuring food security year in and year out.

Improving farm productivity across all agri and horticultural

crops continually is the big challenge and taking timely and

appropriate recourse to agro chemical applications is now

universally accepted as a sine quo non.

For the Agro chemical Industry, the potential for robust and

sustained growth against the backdrop of demand –

production gap in agriculture sector year in and year out is

loud and clear. The challenge for the industry lies in its

capability to come up with safe and efficient products and

applications for pest control and for eradication of plant

diseases leading to maximizing yields from the available land

under cultivation. For the Industry to grow exponentially, the

challenge lies in developing new products through intensive

R & D to innovate and come up from time to time with new

products that are environmentally safe and efficient over the

long term and are proven cost effective as well.

GLOBAL AGRO-CHEMICAL INDUSTRY OVERVIEW

Latin America , Europe and Asia account for more than 75%

of the global market size and these regions taken together

have been reporting consistent year on year growth. In 2013,

the Industry reported a growth of 11.2% in nominal terms

and 9% in real terms and has reached a size of $ 53 billion.

MANAGEMENT DISCUSSION AND ANALYSIS

Latin America emerged as the largest market in terms of size

in 2013 with a high growth of 26.9% over 2012. Europe

recorded a growth of about 9.5% and Asia grew by a marginal

1.3% over 2012. The growth is largely facilitated by strong

commodity prices and it is expected that the Industry will

fare strongly over the next few years at an average rate of

5% annually reaching a size of $ 60 billion by 2017.

Indian agro-chemical Industry has been growing at the rate

of about 8 to 9% over the past seven years and the Industry

size is estimated at $ 3.8 billion with exports accounting for

about 50%.

The Industry growth in recent years is largely driven on the

back of increasing volumes in agricultural production and

higher commodity prices. It is estimated that the Industry

would continue to grow by about 9% annually in domestic

brand business and at about 15% in exports from India

reaching a size of $ 7 billion by 2017.

COMPANY PERFORMANCE

During the year 2013-14, the Company continued its focus

on improving performance across all aspects of the business

operations viz., enhance manufacturing capability and

ensuring consistency in production, improving compliance to

environmental regulations, improvement in yields and

reduction in conversion costs, scaling up business in critical

high value markets, leverage international product

registrations and enhancing portfolio of product registrations

for increasing market access in critical markets enabling

profitable growth.

The measures implemented by the Company in recent years

and continued in 2013-14 have led to significant progress in

various critical areas of performance:

� Manufacturing capacity of key molecules enhanced with

improved efficiencies

� Consistency in Propineb product quality established. The

product gained good acceptance globally

� Plant reliability and safety improved with reconstruction

of certain plants in Sarigam to ensure higher capacity

and volumes in the coming years

� Leveraged existing portfolio of product registrations to

scale up volumes across geographies


� Increased volumes and presence in Central America

through subsidiary in Mexico

� Enhanced portfolio of product registrations

These initiatives contributed to the Sales Turnover increasing

by 40% over 2012-13. The share of exports increased from

59% in 2012-13 to 62% in 2013-14 with greater focus on

exports.

Outlook

The world’s population is expected to reach 9 billion by 2050.

As population increases, natural resources will become scarcer,

mainly due to insufficient arable land reserves, increasing

urbanization and progressive climate change. The Agro-

chemical Industry is expected to maintain its growth trend.

With growing income levels and reduced labour availability,

the industry growth will be led by fungicides and herbicides.

Despite relative competitive advantage of China, Indian

industry continues to improve on its performance in Agro-

chemicals largely owing to its superiority in select molecules

and access to international markets through product

registrations and marketing capabilities. This is likely to be

maintained and the gap is expected to narrow down in the

coming year(s) in view of the challenge from China getting

whittled down as their costs are going upwards due to stricter

environmental compliance requirements in China and their

currency, Yuan, appreciating in recent times.

With an upsurge in confidence from the significantly improved

performance in the year 2013-14, your Company is optimistic

about further improving on its performance with ongoing and

planned initiatives ahead.

Risks& Uncertainties

Besides strong linkage to agriculture which itself is dependent

on monsoon vagaries, country specific regulatory risks,

controls and periodic product registration reviews in overseas

markets could put a temporary set-back and impact the

business. Being a business with a significant share of exports

and input imports, risks associated with volatility of foreign

exchange and cross border transactions exist as well.

Internal Control Systems

The Company has appropriate internal control systems for

business processes with regard to its operations, financial

reporting and compliance with applicable laws and

regulations.

Internal audits are conducted at regular intervals across

various locations and processes in line with the approved

Audit Plan. Audit observations and follow-up actions are

discussed with the management of the Company as well as

reviewed at the level of the Audit Committee of the Board, at

regular intervals.

Human Resources

The Company appreciates the valuable contribution and

initiatives on the part of employees towards achieving

improved productivity and efficiency in operations and in

overall performance of your Company. The management team

comprises of professionals with proven track records.The

Company remains focused and sensitive to the role of human

resources in optimizing results in all areas of its working and

the industrial relations are cordial.


Corporate Governance is about commitment to values and

ethical business conduct. The Company believes that

implementation of Corporate Governance Practices,

maintaining transparency and dissemination of all relevant

information to stakeholders is good practice to follow. Key

elements of Corporate Governance are transparency,

disclosure, supervision, internal controls, risk management,

internal and external communications and high standards of

safety, health, environment, accounting fidelity, product and

service quality.

REPORT ON CORPORATE GOVERNANCE

The Company’s Shares are listed at BSE Limited and The

National Stock Exchange of India Limited. In terms of Clause

49 of the Listing Agreement of Stock Exchanges (Clause 49),

the Compliance Report on Corporate Governance is given as

under:

I. COMPANY’S PHILOSOPHY ON CORPORATE

GOVERNANCE:

The Company’s philosophy on Corporate Governance is

driven to ensure that:

� quantity, quality and frequency of financial and

managerial information which is shared with the

Board, fully place the Board members in control of

the Company’s affairs.

� the Board exercises its fiduciary responsibilities

towards stakeholders thereby ensuring high

accountability.

� the decision-making is transparent and documented

through the Minutes of the Meetings of the Board/

Committees thereof.

� Maximising long term value of the stakeholders and

of the Company along with protecting interest of

the minority Shareholders.

� the Company strives to adopt world class operating

practices.

CORPORATE GOVERNANCE REPORT

II. BOARD OF DIRECTORS:

(a) Composition and Category of Directors:

The Composition of Board of Directors of theCompany is in conformity with the requirements ofthe Corporate Governance Code of the ListingAgreement with the Stock Exchange(s). The Boardof Directors of the Company consists of optimalcombination of Executive, Non-Executive andIndependent Directors.

As on 31st March, 2014, the Board has Six (6)Directors, comprising of Five (5) Non-ExecutiveDirectors and one (1) Executive Director and outof 5 Non-Executive Directors, two (2) areIndependent Directors. Presently, the Chairman ofthe Board is Non Executive Independent Director.

Members of the Board of Directors are experiencedand have wide knowledge in their respective fieldsand General Management. All the members of theBoard take active part in the Board and CommitteeMeetings. None of the Directors on the Board is amember on more than 10 Committees. TheCompany has obtained requisite disclosures fromthe Directors in respect of their respectiveDirectorship in other Companies.

(b) Boards’ functioning and procedure:

The Board of Directors primary function remainspolicy direction and strategizing. The Board alsosets Corporate goals and monitor Companyperformance on an ongoing basis.

In addition to its primary role of setting Corporategoals and monitoring Corporate performance, theBoard directs and guides the activities of themanagement towards the attainment of such goals.

The composition of the Board, details of otherdirectorships, committee positions as on March 31,2014 and attendance of directors at the Boardmeetings and at the Annual General Meeting heldduring the year under review are given in the tablebelow:

Name of the Director Category of Attendance AttendanceDirectorship in Board in last

Meeting AGM held Board Committee CommitteeDirectorship Membership Chairmanship

(includingChairmanship)

Mr. M. K. Tandon NE/ID 7 Yes 3 3 1

Mr. V. Ravichandran NE/NID 6 No 4 4 1

Mr.Bhavesh Vora## NE/ID 4 N.A. 2 3 Nil

Mr. M. M. Venkatachalam NE/NID 5 Yes 9 2 1

Mr. Kapil Mehan NE/NID 7 Yes 6 Nil Nil

Mr. G. VeeraBhadram WTD/NID 7 Yes 2 Nil Nil

Mr. Sujal Shah* NE/ID 4 Yes 9 8 5

Mr. Jayesh Gandhi** NE/ID 2 Yes 3 4 1

No. of Directorship and Committee Membership inOther Public Companies (other than SABERO) #


III. CODE OF CONDUCT:

The Company has adopted a Code of Conduct for themembers of the Board and the senior management teamin compliance with the provisions of Clause 49 of theListing Agreement.

Al l the members of the Board and the seniormanagement have affirmed compliance to the Code ofConduct as on 31st March, 2014 and a declaration tothat effect signed by the President & Whole-time Directoris attached and forms a part of this Report.

IV. BOARD COMMITTEES:

To enable better and more focused attention on theaffairs of the Company, the Board delegates specificmatters to Committees of the Board set up for thepurpose.

Currently, the Board has three Committees viz. AuditCommittee, Remuneration Committee and Share Transferand Investors Grievance Committee. The Board isresponsible for the Constitution, co-opting and fixingthe terms of reference for said Committees.

Draft minutes of the Committee meetings duly initialedby the Chairman of the respective Committee meetingis circulated to the members of that Committee for theircomments and thereafter, confirmed in its next meeting.The Board of Directors also take note of the minutes ofthe meetings of the Committees at their Meeting.

1) AUDIT COMMITTEE:

The Audit Committee of the Company, inter alia,provides assurance to the Board on the adequacyof the internal control systems, financial disclosuresand ensures that generally accepted accountingprinciples are observed by the Company. It alsoprovides guidance and liaise with the InternalAuditors, Cost Auditor and the Statutory Auditorsof the Company. The terms of reference of the AuditCommittee are in conformity with the requirementsof Clause 49 of the Listing Agreement read inconjunction with Section 292A of the CompaniesAct, 1956.

# Represents Directorships/Memberships/Chairmanship of Audit and Investors’ Grievance Committee of Public LimitedCompanies governed by Companies Act, 1956.

NE/ID = Non-Executive/Independent DirectorNE/NID = Non-Executive/Non-Independent DirectorWTD/NID=Whole time Director/Non -Independent Director

* Resigned from the office of Directorship w.e.f. 22nd October, 2013** Resigned from the office of Directorship w.e.f. 18th July, 2013## Appointed as an Additional Director w.e.f. 10th October, 2013

Details of Board Meetings held during the financial year 2013-14:

Date of Board Meeting 16-04-2013 16-07-2013 28-09-2013 17-10-2013 22-01-2014 24-01-2014 21-03-2014

Board Strength 7 7 6 7 6 6 6

No. of Directors attended 7 6 5 6 6 6 6

(a) Composition of the Audit Committee as on31st March, 2014

The Audit Committee currently comprises of threeNon-Executive Directors as members out of whichtwo are Independent Directors. Mr. M. K. Tandon,an Independent Director acts as the Chairman ofthe Committee. The Statutory Auditors are invitedto the Audit Committee Meetings.

The Audit Committee comprises of thefollowing members as on 31st March, 2014.

Sr.No. Name of the Member Position

1 Mr. M. K. Tandon Chairman

2 Mr. V. Ravichandran Member

3 Mr. BhaveshVora* Member

*Nominated as member of Audit Committee w.e.f. 10th

October, 2013

(b) Audit Committee Meetings and Attendanceduring the financial year ended 31st March,2014

During the Financial Year 2013-14, 5 meetings ofthe Audit Committee were held i.e. on 16th April,2013, 16th July, 2013, 17thOctober, 2013, 22nd

January, 2014 and 24 th January, 2014 tablehereunder gives the attendance record of membersof Audit Committee.

Name of the Number of MeetingsMember attended during

the year

Mr. M. K. Tandon 5

Mr. V. Ravichandran 4

Mr. Jayesh Gandhi* 2

Mr. BhaveshVora 3

* Resigned from the office of director w.e.f 18th July, 2013


2) Remuneration Committee:

The broad terms of reference of the Remuneration

Committee is to ensure that the remuneration

practices of the Company in respect of the Senior

Executives including the Executive Director are

competitive keeping in view prevalent compensation

packages so as to recruit and retain suitable

individual(s) in such capacity.

a) Composition of the Committee:

The Remuneration Committee comprises ofthe following members as on 31st March,2014.

Sr.No. Name of the Member Position

1 Mr. M. K. Tandon Chairman

2 Mr. BhaveshVora* Member

3 Mr. M. M. Venkatachalam Member

* Nominated as member w.e.f. 17th October, 2013

b) Details of Committee Meetings and

attendance:

During the Financial Year 2013-14, the

Remuneration Committee met once on 16th July,

2013. The table hereunder gives the attendance

record of the Remuneration Committee members:

Name of the Number ofMember Meeting attended

Mr. M. K. Tandon 1

Mr. Jayesh Gandhi* 1

Mr. M. M. Venkatachalam 1

Mr. Sujal Shah** 1

*Resigned from office of director w.e.f.18th July, 2013

**Resigned from office of director w.e.f. 22nd October,

2013

(c) Remuneration Policy:

The compensation of the Executive Director

comprises of fixed component and a performance

incentive. The compensation is determined based

on levels of responsibility and scales prevailing in

the industry. The performance incentive is

determined based on certain pre-agreed

performance parameters. The Executive Directors

are not paid sitting fees for any Board / Committee

meetings attended by them.

The Non-Executive Directors are paid sitting fees

for attending each meeting of the Board, Audit

Committee, Remuneration Committee and Share

Transfer and Investor Grievance Committee.

The appointment and payment of remuneration of

Executive Director is recommended by the

Remuneration Committee, approved by the Board

and also by the shareholders of the Company. The

appointment of Executive Directors is governed by

respective resolutions passed by the Board ofDirectors and shareholders of the Company, whichcovers terms of such appointment, read with theservice rules of the Company.

Details of Remuneration paid to Executive Director(s)for the financial year ended 31st March, 2014 are asunder:

(` in Lacs)

Name Designation Period Salary & Contri- Perqu- Totalof the Allowances bution to isitesDirector Provident

Fund

Mr. G. Veera President & 1st April, 81.22 10.45 1.58 93.25Bhadram Whole-time 2013 to

Director 31st March,

2014

Details of Sitting fees paid to Non-Executive Directorsfor the financial year ended 31st March, 2014 are asunder:

Non-Executive Directors (` in Lacs)

Name of the Director Sitting Fees paid for thefinancial year 2013-14

Mr. M. K. Tandon 125000

Mr. V. Ravichandran 100000

Mr. M. M. Venkatachalam 55000

Mr. Kapil Mehan Nil

*Mr. Jayesh Gandhi 45000

**Mr. Sujal Shah 45000

***Mr. BhaveshVora 70000


**Resigned from office of director w.e.f.22nd October, 2013

***Appointed as an Additional Director w.e.f. 10th October, 2013

Details of Shares held by Non-Executive Directors:

Name of the Equity Shares heldNon-Executive Director (Nos.)

Mr. M. K. Tandon Nil

Mr. M. M. Venkatachalam Nil

Mr. Kapil Mehan Nil

Mr. V. Ravichandran Nil

Mr. Jayesh Gandhi* Nil

Mr. Sujal Shah** Nil

Mr. BhaveshVora*** Nil


** Resigned from office of director w.e.f.22nd October, 2013

***Appointed as Additional Director w.e.f. 10th October, 2013


3) Share Transfer and Investors Grievance

Committee:

a) Scope of the Share Transfer and Investors

Grievance Committee:

The Share Transfer and Investors Grievance

Committee, inter-alia, deals with various matters

like share transfers, transmissions, issue of

duplicate share certificates, approve the remat

requests, request for consolidation of shares as and

when received and to generally deal with all

investors related matters and redress the

grievances of investors if any.

(b) Composition of the Committee:

Share Transfer and Investors Grievance Committee

consist of three Directors out of which, two are

Non-Executive Directors and one is Executive

Director. Out of two Non-Executive Director one is

Independent Director.

The Share Transfer and Investors Grievance

Committee comprises of the following

members as on 31st March, 2014:

Name of the Position

Member

Mr. Bhavesh Vora* Chairman

Mr. Kapil Mehan Member

Mr. G. Veera Bhadram Member

*Nominated as Member w.e.f. 17th October, 2013

(c) Meetings and Attendance:

During the year under review, Share Transfer and

Investors Grievance Committee met once on 17th

October, 2013. Details of attendance of said

committee Meeting are as under:

Name of the Number of

Member Meetings attended

Mr. Kapil Mehan 1

Mr. Bhavesh Vora 0

Mr. G. Veera Bhadram 1

Details of Shareholders’ complaints received,

resolved and pending during the Financial Year

ended 31st March, 2014:

The total numbers of complaints received and

replied to the satisfaction of the shareholders during

the year ended March 31, 2014 were 14; there

were no pending/unattended complaints as on

March 31, 2014.

Nature of complaints received and attended to during2013-2014:

Nature of complaint Pending Received Resolved PendingAs on During During As on

01.04.13 the year the year 31.03.14

Non-receipt of Warrant Dividend/Interest/ Redemption Warrant Nil 4 4 Nil

Non-receipt of Refund Order Nil Nil Nil Nil

Non Receipt of Demat Credit/Remat Certificate Nil Nil Nil Nil

Non Receipt of Annual Report Nil 5 5 Nil

Non-Receipt of Share Certificate Nil 5 5 Nil

Non Receipt of Rep/ Spl/Con/Dup Nil Nil Nil Nil

Non Receipt of Redemption Amount Nil Nil Nil Nil

Non Receipt of End Stickers Nil Nil Nil Nil

Non Receipt of Exchange Certificate Nil Nil Nil Nil

Dematerialisation/ Rematerialisationof Shares Nil Nil Nil Nil

Others Nil Nil Nil Nil

Complaints received from:

Securities and Exchange Board of India Nil Nil Nil Nil

Stock Exchange Nil Nil Nil Nil

Registrar of Companies/Departmentof Company Affairs Nil Nil Nil Nil

Legal Nil Nil Nil Nil

Total Nil 14 14 Nil

V. Subsidiary Companies

The Company does not have any unlisted Indiansubsidiary Company.

VI. General Body Meetings:

Details of last three Annual General Meetings are givenhereunder:

Year Date Venue Time

2010-2011 29.09.2011 The Umbergaon Club, 11.00 A.M.Madhuvan Complex,Umbergaon-Sanjan Road,Umbergaon-396171,Dist: Bulsar, State: Gujarat

2011-2012 13.07.2012 Plot No.2102, GIDC, 12.30 P.M.Sarigam-396155, Dist:Bulsar,State:Gujarat

2012-2013 16.07.2013 Plot No.2102, GIDC, 12.00 NoonSarigam-396155,Dist:Bulsar, State:Gujarat

There was no special resolution passed in the Annual GeneralMeetings held for the last three financial year viz. 2010-2011,2011-12 and 2012-13.

No Extra-Ordinary General Meeting was held during the lastthree financial years.


VII. DISCLOSURES:

(a) Related Party Transactions:

There are no transactions of material nature withDirectors/Promoters or any related entity, whichwill have any potential conflict with the interests ofthe Company at large. The transactions mentionedunder the Section of Notes to Accounts which formsa part of the Annual Report for the financial year2013-2014.

(b) Compliance:

A Statement of Compliance with all Laws andRegulations as certified by the Whole-Time Directorand Company Secretary is placed at periodicintervals for review by the Board. The Board reviewsthe compliance of all the applicable Laws and givesappropriate directions wherever necessary.

(c) CEO and CFO Certification:

The President & Whole-time Director and ChiefFinancial Officer has given a Certificate to the Boardas contemplated in Clause 49 of the ListingAgreement.

(d) Compliance with the Mandatoryrequirements and Implementation of theNon-mandatory requirements:

The Company has complied with the mandatoryrequirements of the Corporate Governance Clauseof Listing Agreement. The Company has alsoimplemented some of the non-mandatoryrequirements like constitution of RemunerationCommittee and putting in place Whistle BlowerPolicy enumerated in Clause 49 of the ListingAgreement.

VIII. MEANS OF COMMUNICATION:

a. Half-yearly report sent to No*each shareholders

b. Quarterly results Economics Time (Gujarati)Published in Ahmedabad Edition

Business Lines-All Editions

c. Website where displayed www.sabero.com

d. Whether the website also No such event occurreddisplays official news during the year**releases and presentationsto the media, analysts,institutional investors’ etc.

e. Audited financial results Business Lines (All Editions)ET (Gujarati)Ahmedabad Edition

f. Whether MD & A Yes(Management Discussion& Analysis) is a part ofAnnual Report?

* As the results are published in newspapers having wide circulationand also displayed on the Company’s website, half yearly resultsare not sent separately to each shareholder.

** No presentations were made to the institutional investors or to

analysts during the year under review.

IX. CERTIFICATE ON CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreement, acertificate issued by M/s. Rathi & Associates, PracticingCompany Secretaries, regarding compliance withCorporate Governance norms is given as an annexureto this Report.

X. CEO DECLARATION:

As required by Clause 49 of the Listing Agreement, theCEO i.e. the President and Whole-time Director’sdeclaration on compliance of the Company’s Code ofConduct is provided as an annexure to this Report.

XI. GENERAL SHAREHOLDERS’ INFORMATION:

1. Annual General Meeting of Shareholders:

Date 18th July, 2014

Day & Time Friday; 12.30 P.M.

Venue Plot No.2102, GIDC,

Sarigam-396155,

Dist:Bulsar, State:Gujarat

2. Financial Financial Reporting

Calendar for quarter ended:

(tentative

and subject

to change)

30th June, 2014 14th August 2014

30th September , 2014 14th November 2014

31st December, 2014 14th February 2015

31st March, 2015 30th May, 2015

Annual General 30th September

Meeting for year 2015

ending 31st March 2015

3. Dates of 11th July, 2014 to 18th July, 2014

book (both days inclusive)

closures

4. Registered Plot No. 2102, GIDC,

Office Sarigam -396155,Dist: Bulsar, Gujarat

5. Listing on Stock Exchanges

a. Stock BSE Limited

Exchange The National Stock Exchange of

India Limited

b. Depository Central Depository Services (India) Ltd.

and National Securities Depository Ltd.

6. Stock a. BSE Limited:

Exchange 524446

Codeb. The National Stock Exchange of India

Limited: SABERORGAN

7. Demat INE243A01018

ISIN No. in

NSDL & CDSL

8. Listing fees Paid for financial year 2014-2015


0.001000.002000.003000.004000.005000.006000.007000.008000.00

30

60

90

120

150

180

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Monthly High-Low Share Price / NSE NIFTY

SABERO High SABERO Low

NSE High NSE Low

9. Disclosures regarding appointment or re-appointment of Directors:

Pursuant to the provisions of Sections 255 & 256 of the Companies Act, 1956, Mr. Kapil Mehan and Mr. M. M. Venkatachalamwill be retiring by rotation at the ensuing Annual General Meeting. The Board has recommended the re-appointments of thesaid Directors to the shareholders. The detailed resume of Directors proposed to be re-appointed is provided in the Noticeof the ensuing Annual General Meeting of the Company.

10. Stock Market Price Data:

A. The National Stock Exchange of India Limited

Monthly High and Low of Closing prices of the Company’s Equity Shares traded at National Stock Exchangeof India Limited for the financial year ended 31st March 2014 is noted below:

Apr’13 May ‘13 Jun ‘13 Jul ‘13 Aug ‘13 Sep ‘13 Oct ‘13 Nov ‘13 Dec ‘13 Jan ‘14 Feb ‘14 Mar ‘14

Sabero High (`) 91.9 97.7 86 125.6 101.8 130 148 139.4 157.4 147.75 124.7 128

Low (`) 76.95 73.55 71.15 80.7 85.6 97.5 120.55 116.3 122 112 110.15 115.25

NSE (High) 5962.30 6229.45 6011.00 6093.35 5808.50 6142.50 6309.05 6342.95 6415.25 6358.30 6282.70 6730.05

NIFTY (Low) 5477.20 5910.95 5566.25 5675.75 5118.85 5318.90 5700.95 5972.45 6129.95 6027.25 5933.30 6212.25

Performance in comparison to NSE Nifty:

B. BSE Limited

Monthly High and Low of Closing prices of the Company’s Equity Shares traded at Bombay Stock Exchange Limited forthe financial year ended 31st March 2014 is noted below:

Apr’13 May ‘13 Jun ‘13 Jul ‘13 Aug ‘13 Sep ‘13 Oct ‘13 Nov ‘13 Dec ‘13 Jan ‘14 Feb ‘14 Mar ‘14

Sabero High (`) 92.00 92.00 85.90 125.55 101.00 133.90 148.10 139.75 157.35 146.80 124.00 127.95

Low (`) 77.00 73.55 71.60 80.15 85.35 98.10 120.00 117.00 122.95 112.30 110.20 116.00

BSE Sensex(High) 19622.68 20443.62 19860.19 20351.06 19569.20 20739.69 21205.44 21321.53 21483.74 21409.66 21140.51 22467.21

Sensex(Low) 18144.22 19451.26 18467.16 19126.82 17448.71 18166.17 19264.72 20137.67 20568.70 20343.78 19963.12 22386.27

Performance in comparison to BSE Sensex:

0.00

5000.00

10000.00

15000.00

20000.00

25000.00

0.00

50.00

100.00

150.00

200.00

250.00

Ap

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Jun

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Month

Monthly High‐Low Share Price / BSE SensexSABERO High

SABERO Low


11. Registrar and Share Transfer Agents:For both Physical and Demat (Common Registry)Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound,LBS Marg, Bhandup (West),Mumbai-400078Tel: 022 25963838Fax: 022-25946969Website: www.linkintime.co.in

12. Share Transfer System:

All requests received for transfer of shares are processedand approved by the Share Transfer & InvestorsGrievance Committee at its meeting or by way of circularresolution.

13. DISTRIBUTION OF SHAREHOLDING

A) Distribution of Shareholding as on 31st March,2014 is noted below:

No. of No. of % to total Share % to

Shares Share- Share- Amt.(`) Totalholders holders Holdings

1-500 11891 89.89 1600740 4.73

501-1000 668 5.05 550823 1.63

1001-2000 313 2.37 482576 1.43

2001-3000 115 0.87 294792 0.87

3001-4000 51 0.38 183794 0.54

4001-5000 50 0.38 241850 0.71

5001-10000 77 0.58 570200 1.68

10000 & above 64 0.48 29926322 88.41

Total 13229 100.00 338510970 100.00

B) Shareholding Pattern as on 31st March, 2014 isnoted below:

Category No. of PercentageShares (%)

Promoters 2,53,68,287 74.91

Mutual Funds, Banksand FIIs 12,69,948 3.76

Indian Public 5317456 15.72

NRIs/OCBs/ForeignCompany/ForeignNational 650605 1.93

Trusts 8000 0.02

Private Corporate Bodies 1174599 3.48

Clearing Members 62202 0.18

Total 33851097 100

14. Dematerialisation of Shares and liquidity:

The shares of the Company are in compulsory dematsegment and are available for trading in the depositorysystems of both NSDL and CDSL under ISINNo.INE243A01018. As on 31stMarch, 2014, 33112966Equity Shares of the Company, forming 97.82% of theShare Capital of the Company, stand dematerialized.

15. Outstanding GDR’s /ADR’s /Warrants or anyConvertible Instruments, conversion date andlikely impact on Equity:

There are no GDR’s / ADR’s / Warrants or any convertibleinstruments pending conversion or any other instrumentlikely to impact the Equity Share Capital of the Company.

XII. PLANT LOCATION:

a) Plot No. 2102, GIDC, Sarigam-396 155, Dist: Bulsar,Gujarat

b) Plot No.2/103/G, Dahej SEZ-II, Taluka-Vagra, Dist:Bharuch, Gujarat.

XIII. ADDRESS FOR CORRESPONDENCE:

Registrar and Share Link Intime India Private LimitedTransfer Agent C-13, Pannalal Silk Mills Compound,(share transfer and LBS Marg, Bhandup (West),communication Mumbai-400 078regarding share Tel: 022 25963838certificates, Fax: 022-25946969dividends and change Website: www.linkintime.co.inof address etc.)

Compliance Officer Ms. Pritam VartakPlot No.2102, GIDC,Sarigam-396155,Dist:BulsarTel No.: 022-61132400/440

Fax:022-61132405

XIV.UNCLAIMED SHARES

As per Clause 5A of the amended Equity ListingAgreement, Company has sent three reminders toconcerned shareholder for their unclaimed shares.Company has dispatched the share certificate who hasapproached the Company. However, remaining shareshave been transferred to Unclaimed Suspense Account.The details are given as under:

Aggregate number of shareholders 81

Outstanding shares in the suspenseaccount lying as on April 01, 2014 9900

Number of shareholders who approachedissuer for transfer of shares from suspenseaccount during the year Nil

Number of shareholders to whom shareswere transferred from suspense accountduring the year Nil

Aggregate number of shareholders at theend of the year 81

Outstanding shares in the suspenseaccount lying at the end of the year 9900

XV. REQUEST TO INVESTORS:

a) Investors are requested to communicate changeof address, if any, directly to the Registrar and ShareTransfer Agent of the Company at the aboveaddress.

b) The Shareholders are requested to dematerialisetheir physical Share certificates, through a


depository participant. Shareholders requiring anyfurther clarification / assistance on the subject maycontact the Company’s Registrar and Share TransferAgent.

c) Investors who have not availed nomination facilityare requested to avail the same by submitting thenomination form. The form will be made availableon request.

d) Investors holding Shares in electronic form arerequested to deal only with their DepositoryParticipant in respect of change of address,nomination facility and furnishing Bank accountnumber etc.

e) Investors are requested to claim amount lyingunclaimed against their shares. Further, investorsare requested to kindly note that any dividend whichremains unencashed for a period of seven yearswill get transferred to “Investors Education andProtection Fund” in terms of Section 205C of theCompanies Act, 1956.

XVI. NON-MANDATORY REQUIREMENTS

a) Remuneration Committee:

The Board has constituted a RemunerationCommittee with three Non-executive Directors out

of which two are Independent Directors. TheCommittee reviews and recommends to the Boardthe remuneration package to the ExecutiveDirectors.

b) Whistle Blower Policy:

The Company has adopted a Whistle Blower Policyand has put in place of suitable mechanism toprovide an avenue to raise concerns. Themechanism provides for adequate safeguardsagainst victimization of employees who avail of itand also appointed an Ombudsperson to deal withany complaints received. The policy also lay downthe process to be followed for dealing withcomplaints and in exceptional cases, also providesfor direct appeal to the Chairperson of the AuditCommittee.

For Sabero Organics Gujarat Limited.

Sd/-Place : Mumbai M. K. TandonDate : 23.04.2014 Chairman

REGISTERED OFFICE:Plot No. 2102, GIDC,Sarigam-396155,Dist: Bulsar, Gujarat


PRACTICING COMPANY SECRETARIES’ CERTIFICATE ONCORPORATE GOVERNANCE

To,The Members ofSabero Organics Gujarat Limited.

We have examined the compliance of conditions of Corporate Governance by Sabero Organics Gujarat Limited (“the Company”)for the year ended March 31, 2014, as stipulated in Clause 49 of the Listing Agreement of the said Company with the StockExchange.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examinations were limitedto procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

As per the records of the Company, there were no investor grievances remaining unattended for a period exceeding one monthagainst the Company.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

For and on behalf of M/s. Rathi & Associates

Company Secretaries

Sd/-Jayesh Shah

Place : Mumbai PartnerDate : 23.04.2014 FCS No.:5637

CEO DECLARATION

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH

THE COMPANY’S CODE OF CONDUCT

Pursuant to Clause 49 l (D) of the Listing Agreement entered into with the Stock Exchange, I hereby declare that all the Board

members and senior management personnel of the Company have affirmed compliances with the Code of Conduct for the year

ended 31st March, 2014.

Sd/-Place : Mumbai G. Veera BhadramDate : 23.04.2014 President & Whole-time Director


TO THE MEMBERS OFSABERO ORGANICS GUJARAT LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements ofSABERO ORGANICS GUJARAT LIMITED (“theCompany”), which comprise the Balance Sheet as at 31st

March , 2014, the Statement of Profit and Loss and the CashFlow Statement for the year then ended, and a summary ofthe significant accounting policies and other explanatoryinformation.

Management’s Responsibility for the FinancialStatements

The Company’s Management is responsible for the preparationof these financial statements that give a true and fair view ofthe financial position, financial performance and cash flowsof the Company in accordance with the Accounting Standardsnotified under the Companies Act, 1956 (“the Act”) (whichcontinue to be applicable in respect of Section 133 of theCompanies Act, 2013 in terms of General Circular 15/2013dated 13th September, 2013 of the Ministry of CorporateAffairs) and in accordance with the accounting principlesgenerally accepted in India. This responsibility includes thedesign, implementation and maintenance of internal controlrelevant to the preparation and presentation of the financialstatements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financialstatements based on our audit. We conducted our audit inaccordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India. Those Standardsrequire that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain auditevidence about the amounts and the disclosures in thefinancial statements. The procedures selected depend on theauditor’s judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whetherdue to fraud or error. In making those risk assessments, theauditor considers internal control relevant to the Company’spreparation and fair presentation of the financial statementsin order to design audit procedures that are appropriate inthe circumstances, but not for the purpose of expressing anopinion on the effectiveness of the Company’s internal control.An audit also includes evaluating the appropriateness of theaccounting policies used and the reasonableness of theaccounting estimates made by the Management, as well asevaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion.

INDEPENDENT AUDITORS’ REPORT

Opinion

In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidfinancial statements give the information required by the Actin the manner so required and give a true and fair view inconformity with the accounting principles generally acceptedin India:

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order,2003 (“the Order”) issued by the Central Governmentin terms of Section 227(4A) of the Act, we give in theAnnexure a statement on the matters specified inparagraphs 4 and 5 of the Order.

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

(a) We have obtained al l the information andexplanations which to the best of our knowledgeand belief were necessary for the purposes of ouraudit.

(b) In our opinion, proper books of account as requiredby law have been kept by the Company so far as itappears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss,and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement ofProfit and Loss, and the Cash Flow Statement complywith the Accounting Standards notified under theAct (which continue to be applicable in respect ofSection 133 of the Companies Act, 2013 in terms ofGeneral Circular 15/2013 dated 13th September, 2013of the Ministry of Corporate Affairs).

(e) On the basis of the written representations receivedfrom the directors as on31st March, 2014 taken onrecord by the Board of Directors, none of thedirectors is disqualified as on 31st March, 2014 frombeing appointed as a director in terms of Section274(1)(g) of the Act.

For DELOITTE HASKINS & SELLSChartered Accountants

(Firm’s Registration No. 117364W)

Sd/-

Ketan VoraPartner

MUMBAI, April 23, 2014 (Membership No. 100459)


(i) Having regard to the nature of the Company's business/

activities/result, clause (xiii) and Clause (xv) of paragraph

4 of the order are not applicable to the Company for the

year.

(ii) In respect of its fixed assets:

(a) The Company has maintained proper records

showing full particulars, including quantitative

details and situation of the fixed assets.

(b) The fixed assets were physically verified during the

year by the Management in accordance with a

regular programme of verification which, in our

opinion, provides for physical verification of all the

fixed assets at reasonable intervals. According to

the information and explanations given to us, no

material discrepancies were noticed on such

verification.

(c) Since there is no disposal of substantial part of

fixed assets during the year, paragraph 4(i)(c) of

the Order is not applicable.

(iii) In respect of its inventory:

(a) As explained to us, the inventories were physically

verified during the year by the Management at

reasonable intervals.

(b) In our opinion and according to the information

and explanation given to us, the procedures of

physical verification of inventories followed by the

Management were reasonable and adequate in

relation to the size of the Company and the nature

of its business.

(c) In our opinion and according to the information

and explanations given to us, the Company has

maintained proper records of its inventories and

no material discrepancies were noticed on physical

verification.

(iv) According to the information and explanations given to

us, there are no parties covered under section 301 of

the Companies Act, 1956. In view of what has been

stated above, sub-clauses (a), (b), (c), (d), (e), (f) and

(g) of clause (iii) of Paragraph 4 of the Order are not

applicable to the Company for the year.

(v) In our opinion and according to the information and

explanations given to us, having regard to the

explanations that some of the items purchased are of

special nature and suitable alternative sources are not

readily available for obtaining comparable quotations,

there is an adequate internal control system

ANNEXURE TO THE AUDITORS' REPORT(Referred to in paragraph 1 under Report on Legal and Regulatory Requirements of our report of even date)

commensurate with the size of the Company and the

nature of its business with regard to purchases of

inventory and fixed assets and the sale of goods and

services. During the course of our audit, we have not

observed any major weakness in such internal control

system.

(vi) According to the information and explanations given to


the Companies Act, 1956. In view of what has been

stated above, clause (v) of Paragraph 4 of the Order is

not applicable to the Company for the year.

(vii) According to the information & explanations given to

us, the Company has not accepted any deposits from

the public during the year. Hence, clause (vi) of

paragraph 4 of the Order is not applicable to the

Company for the year.

(viii) In our opinion, the Company has an adequate internal

audit system commensurate with the size and nature of

its business.

(ix) We have broadly reviewed the cost records maintained

by the Company pursuant to the Companies (Cost

Accounting Records) Rules, 2011 prescribed by the

Central Government under Section 209(1)(d) of the

Companies Act, 1956 and are of the opinion that primafacie the prescribed cost records have been maintained.

We have, however, not made a detailed examination of

the cost records with a view to determine whether they

are accurate or complete.

(x) According to the information and explanations given to

us in respect of statutory dues:

(a) The Company has generally been regular in

depositing undisputed dues, including Provident

Fund, Investor Education and Protection Fund,

Employees' State Insurance, Income-tax, Sales Tax,

Wealth Tax, Service Tax, Custom Duty, Excise Duty,

Cess and other material statutory dues applicable

to it with the appropriate authorities.

(b) There were no undisputed amounts payable in

respect of Income-tax, Wealth Tax, Custom Duty,

Excise Duty, Cess and other material statutory dues

in arrears as at March 31, 2014 for a period of

more than six months from the date they became

payable.

(c) Details of dues of Income-tax, Sales Tax, Wealth

Tax, Service Tax, Custom Duty, Excise Duty and

Cess which have not been deposited as on March

31, 2014 on account of disputes are given below:


(xi) The Company does not have any accumulated losses

as at the year end and has not incurred any cash losses

during the current year and in the immediately

preceding financial year.

(xii) In our opinion and according to the information and

explanations given to us, the Company has not defaulted

in the repayment of dues to banks, financial institutions.

(xiii) According to the information and explanations given to

us, the Company has not granted any loans or advances

on the basis of security by way of pledge of shares,

debentures and other securities. Hence, clause (xii) of



(xiv) According to the information and explanations given to

us, the Company is not dealing in shares, debentures

and other investments. Hence, clause (xiv) of paragraph

4 of the Order is not applicable to the Company for the

year.

(xv) In our opinion and according to the information and

explanations given to us, the term loans have been

applied for the purposes for which they were obtained.

(xvi) In our opinion and according to the information and

explanations given to us and on an overall examination

of the Balance Sheet, we report that no funds raised

on short term basis have been used during the year for

long- term investment.

Name of the Nature of Forum where Dispute Period to which Amount AmountStatute Dues is pending the amount involved Paid Under

relates (` in lakhs) protest(` In Lakhs)

Income Tax Act, 1961 Tax/Penalty/ Income Tax Appellate A.Y. 2005-06 46.15 28.19Interest Tribunal to 2008-09

Income Tax Act, 1961 Tax/Penalty/ Commissioner of A.Y. 2009-10 597.22 145.65Interest Income Tax (Appeals) and 2011-12

Income Tax Act, 1961 Tax/Penalty/ Additional Commissioner A.Y. 2010-11 70.94 -Interest of Income Tax

The Central Excise Duty/Penalty/ Commissioner 2002-03 to 7.51 -Act, 1944 Interest (Assessing Authority)/ 2009-10

Deputy Commissioner/

The Central Excise Duty/Penalty/ Commissioner (Appeal) 2011-12 1.76 -Act, 1944 Interest

The Central Excise Duty/Penalty/ Customs Excise and 2006-07 to 60.94 -Act, 1944 Interest Service Tax Tribunal 2011-12

The Central Excise Duty/Penalty/ High Court 2005-06 21.71 -Act, 1944 Interest

The Central Excise Duty/Penalty/ Joint secretary 2009-12 5.81 -Act, 1944 Interest Ministry of Finance

(xvii) According to the information and explanations given to


the Companies Act, 1956. Hence clause (xviii) of



(xviii)To the best of our knowledge and according to the

information and explanations given to us, the Company

has not issued any debentures during the year. Hence,

clause (xix) of paragraph 4 of the Order is not applicable

to the Company for the year.

(xix) To the best of our knowledge and according to the

information and explanations given to us, the Company

has not raised any money by public issue during the

year. Hence, clause (xx) of paragraph 4 of the Order is

not applicable to the Company for the year.

(xx) To the best of our knowledge and according to the

information and explanations given to us, no fraud by

the Company and no material fraud on the Company

has been noticed or reported during the year.



Sd/-

Ketan VoraPartner



Balance Sheet as at 31 March 2014` in lacs

Note As at As at31 March 2014 31 March 2013

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 2 3,385.11 3,385.51(b) Reserves and surplus 3 7,151.60 3,837.65

10,536.71 7,223.162 Non-current liabilities

(a) Long-term borrowings 4 3,680.36 6,507.24(b) Deferred tax liabilities (net) 5 192.17 -(c) Long-term provisions 6 35.49 95.14

3,908.02 6,602.383 Current liabilities

(a) Short-term borrowings 7 23,802.39 19,195.54(b) Trade payables 8 14,985.28 14,471.91(c) Other current liabilities 9 5,097.37 4,172.47(d) Short-term provisions 10 15.94 67.62

43,900.98 37,907.54

TOTAL 58,345.71 51,733.08

B ASSETS

1 Non-current assets

(a) Fixed assets 11(i) Tangible assets 15,582.76 14,303.29(ii) Intangible assets 349.76 374.63(iii) Capital work-in-progress 3,963.85 3,755.85(iv) Intangible assets under development 782.10 586.75

20,678.47 19,020.52(b) Non-current investments 12 852.19 820.95(c) Long-term loans and advances 13 1,945.74 1,541.24(d) Other non-current assets 14 203.42 130.14

23,679.82 21,512.852 Current assets

(a) Inventories 15 8,045.23 8,755.40(b) Trade receivables 16 19,919.91 14,780.33(c) Cash and bank balances 17 95.11 1,022.08(d Short-term loans and advances 18 5,256.22 4,508.69(e) Other current assets 19 1,349.42 1,153.73

34,665.89 30,220.23

TOTAL 58,345.71 51,733.08

See accompanying notes forming part of thefinancial statements 1 to 43

In terms of our report attachedFor and on behalf of the Board of Directors

For Deloitte Haskins & SellsChartered Accountants Sd/- Sd/-(Firm’s Registration No. 117364W) G.Veera Bhadram M.K. Tandon

Whole time Director Chairman

Sd/- Sd/- Sd/-Ketan Vora N.Shankar Pritam VartakPartner Head Finance Company Secretary(Membership No. 100459)

Place : MumbaiDate : 23 April 2014


Statement of Profit and loss for the year ended 31 March 2014` in lacs

Note For the year ended For the year ended31 March 2014 31 March 2013

1 Revenue from operations (gross) 75,461.40 54,181.51

Less: Excise duty 3,437.04 2,698.58

Revenue from operations (net) 20 72,024.36 51,482.93

2 Other income 21 118.79 94.75

3 Total revenue (1+2) 72,143.15 51,577.68

4 Expenses:

Cost of materials consumed 22 45,765.88 34,445.98

Purchases of stock-in-trade 23 - 172.46

Changes in inventories of finished goods, work-in-progress

and stock-in-trade 24 2,385.80 (1,656.63)

Employee benefits expense 25 2,409.12 2,111.99

Finance costs 26 3,035.72 2,989.46

Depreciation and amortisation expense 11 1,299.74 1,137.17

Other expenses 27 13,741.37 11,423.60

Total expenses 68,637.63 50,624.03

5 Profit before exceptional and extraordinary items

and tax (3-4) 3,505.52 953.65

6 Exceptional items 40 - 174.34

7 Profit before extraordinary items and tax(5-6) 3,505.52 779.31

8 Extraordinary Items - -

9 Profit before tax (7-8) 3,505.52 779.31

10 Tax expense

(a) Short/(excess) provision for tax relating to prior years - 6.15

(b) Current tax - -

(c) Minimum Alternate Tax (MAT) credit - -

(d) Deferred tax 192.17 -

Net tax expense/(benefit) 192.17 6.15

11 Profit for the year 3,313.35 773.16

12 Earnings per equity share of ` 10/- each 39

Basic and Diluted 9.79 2.28

See accompanying notes forming part of the

financial statements 1 to 43







Cash flow statement for the year ended 31 March 2014` in lacs

For the year ended For the year ended31 March 2014 31 March 2013

Cash flow from operating activities

Profit/(Loss) before tax 3,505.52 779.31

Adjustments for:

Depreciation and amortisation expense 1,299.74 1,137.17

Interest income (46.62) (85.74)

Interest expense 2,592.08 2,579.89

Provision for Insurance Claim Receivable 119.00 -

Provision for doubtful advances - 31.39

Provision for doubtful debts 103.77 52.95

Provision for Wealth tax 4.11 4.28

Foreign currency translation and translations (Net) (68.74) 330.34

Operating profit/(loss) before working capital changes 7,508.86 4,829.59

Adjustments for:

(Decrease)/increase in trade payables 492.60 3,917.36

(Decrease)/increase in other current liabilities (404.71) 294.13

(Decrease)/increase in other long-term provisions (59.65) (37.07)

(Decrease)/increase in other short-term provisions (30.14) 19.39

(Increase)/decrease in trade receivables (5,490.96) (7,537.70)

(Increase)/decrease in inventories 710.17 (2,757.66)

(Increase)/decrease in other non current assets (73.28) (105.31)

(Increase)/decrease in other current assets (198.62) (490.21)

(Increase)/decrease in long-term loans and advances (45.73) 4.95

(Increase)/decrease in short-term loans and advances (866.53) 60.73

Cash generated from operations 1,542.01 (1,801.80)

Direct taxes paid (725.67) (76.67)

Net cash flow from/(used in) operating activities (A) 816.34 (1,878.47)

Cash flows from investing activities

Capital expenditure on fixed assets, including capital advances (2,864.60) (3,058.61)

Bank Accounts not considered as Cash and Cash equivalents 927.29 539.84

Interest received 49.55 121.56

Investments - subsidiaries & associate (31.24) -

Net cash used in investing activities (B) (1,919.00) (2,397.21)

Cash flow from financing activities

Proceeds from issue of equity shares 0.20 -

Proceeds from long-term borrowings 1,500.00 3,010.05

Repayment of long-term borrowings (2,691.62) (1,349.54)

Dividend paid (0.01) (0.10)

Increase in short-term borrowings 4,866.39 4,958.41

Interest paid (2,571.98) (2,581.59)

Net cash from financing activities (C) 1,102.98 4,037.23

Net increase/(decrease) in cash and cash equivalents (A+B+C) 0.32 (238.45)

Cash and cash equivalents at the beginning of the year 33.67 272.12

Cash and cash equivalents at the end of the year 33.99 33.67


Cash flow statement (Contd.)` in lacs


Notes:-

1. Cash Flow Statement has been prepared under the Indirect method as

set out in the Accounting Standard 3 on Cash Flow Statements.

2. Reconciliation of Cash and cash equivalents at the end of the year

with Cash and bank balances as per Note 17 :-

Cash and bank balances as per Note 17: 95.11 1,022.08

Less: Balances in earmarked accounts

Unpaid dividend account 6.35 6.36

Balances held as margin money or security against borrowings,

guarantees and other commitments 54.77 982.05

61.12 988.41








Notes forming part of the financial statements

Note -1

Significant accounting policies

I. Basis of preparation of financial statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting

Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211(3C) of the Companies

Act, 1956 ("the 1956 Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 ("the

2013 Act") in terms of General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs and the

relevant provisions of the 1956 Act/ 2013 Act, as applicable. The financial statements have been prepared on accrual

basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements

are consistent with those followed in the previous year.

II. Use of Estimates

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates

and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the

reported income and expenses during the year. The Management believes that the estimates used in preparation of the

financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences

between the actual results and the estimates are recognised in the periods in which the results are known/materialise.

III. Inventories

Inventories are valued at the lower of cost (on moving weighted average basis) and the net realisable value after

providing for obsolescence and other losses, where considered necessary. Cost includes all charges in bringing the goods

to the point of sale, including octroi and other levies, transit insurance and receiving charges. Work-in-progress and

finished goods include appropriate proportion of overheads and, where applicable, excise duty.

IV. Cash and cash equivalents (for purposes of Cash Flow Statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an

original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible

into known amounts of cash and which are subject to insignificant risk of changes in value.

V. Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted

for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments.

The cash flows from operating, investing and financing activities of the Company are segregated based on the available

information.

VI. Depreciation and amortisation

Depreciation has been provided on the straight-line method as per the rates prescribed in Schedule XIV to the Companies

Act, 1956. Continuous process plants are classified on technical assessment and depreciation provided accordingly.

Leasehold land is amortised on a straight line basis over the lease period. Intangible assets are amortised on a straight

line basis over their estimated useful life. Intangible Assets are amortised on straight line basis over their estimated

useful life. The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each

financial year and the amortisation method is revised to be charged over remaining useful life of each assets.

VII. Revenue Recognition

Sales are recognised, net of returns and trade discounts, on transfer of significant risks and rewards of ownership to the

buyer, which generally coincides with the delivery of goods to customers. Sales include excise duty but exclude sales tax

and value added tax.

VIII. Other income

Interest income is recognised on accrual basis.


IX. Tangible fixed assets

Fixed assets are carried at cost less accumulated depreciation and impairment losses, if any. The cost of fixed assets

comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those

subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for

its intended use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying fixed

assets up to the date the asset is ready for its intended use. Machinery spares which can be used only in connection with

an item of fixed asset and whose use is expected to be irregular are capitalised and depreciated over the useful life of the

principal item of the relevant assets. Subsequent expenditure on fixed assets after its purchase / completion is capitalised

only if such expenditure results in an increase in the future benefits from such asset beyond its previously assessed

standard of performance.

Fixed assets acquired and put to use for project purpose are capitalised and depreciation thereon is included in the

project cost till commissioning of the project.

X. Capital work-in-progress:

Projects under which tangible fixed assets are not yet ready for their intended use are carried at cost, comprising direct

cost, related incidental expenses and attributable interest.

XI. Intangible assets

Intangible assets are carried at cost, net of accumulated amortisation and impairment losses, if any. The cost of an

intangible asset comprises of purchase price, attributable expenditure on making the asset ready for its intended use.

XII. Foreign currency transactions and translations

Initial recognition:

a. Transactions in foreign currencies entered into by the Company are accounted at the exchange rates prevailing on

the date of the transaction or at rates that closely approximate the rate at the date of the transaction.

b. Integral foreign operations:

Transactions in foreign currencies entered into by the Company's integral foreign operations are accounted at the

exchange rates prevailing on the date of the transaction or at rates that closely approximate the rate at the date of

the transaction.

c. Net investment in non-integral foreign operations:

Net investment in non-integral foreign operations is accounted at the exchange prevailing on the date of the transaction

or at rates that closely approximate the rate at the date of the transaction.

d. Non-integral foreign operations:

Transactions of non-integral foreign operations are translated at the exchange rates prevailing on the date of the

transaction or at rates that closely approximate the rate at the date of the transaction.

Measurement at the Balance Sheet date:

a. Foreign currency monetary items of the Company outstanding at the Balance Sheet date are restated at the year-

end rates. Non-monetary items of the Company are carried at historical cost.

b. Net investment in non-integral foreign operations:

Foreign currency monetary items (other than derivative contracts) of the Company's net investment in non-integral

foreign operations outstanding at the balance sheet date are restated at the year-end rates

c. Integral foreign operations:

Foreign currency monetary items (other than derivative contracts) of the Company's integral foreign operations

outstanding at the balance sheet date are restated at the year-end rates. Non-monetary items of the Company's

integral foreign operations are carried at historical cost.


All assets and liabilities of non-integral foreign operations are translated at the year-end rates.



XIII. Accounting for forward contracts

Premium/discount on forward exchange contracts, which are not intended for trading or speculation purposes, are

amortised over the period of the contracts if such contracts relate to monetary items as at the Balance Sheet date.

XIV. Hedge Accounting

The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations

relating to highly probable forecast transactions. The Company designates such forward contracts in a cash flow hedging

relationship by applying the hedge accounting principles set out in "Accounting Standard 30 Financial Instruments:

Recognition and Measurement" issued by the ICAI. These forward contracts are stated at fair value at each reporting

date. Changes in the fair value of these forward contracts that are designated and effective as hedges of future cash

flows are recognised directly in "Hedging reserve account" under Reserves and surplus, net of applicable deferred income

taxes and the ineffective portion is recognised immediately in the Statement of Profit and Loss. Amounts accumulated in

the "Hedging reserve account" are reclassified to the Statement of Profit and Loss in the same periods during which the

forecasted transaction affects profit or loss. Hedge accounting is discontinued when the hedging instrument expires or is

sold, terminated, or exercised, or no longer qualifies for hedge accounting. For forecasted transactions, any cumulative

gain or loss on the hedging instrument recognised in "Hedging reserve account" is retained until the forecasted transaction

occurs. If the forecasted transaction is no longer expected to occur, the net cumulative gain or loss recognised in

"Hedging reserve account" is immediately transferred to the Statement of Profit and Loss.

XV. Government grants and export incentives

Government grants in the nature of promoters' contribution like investment subsidy, where no repayment is ordinarily

expected in respect thereof, are treated as capital reserve.

Grants relating to fixed assets in the nature of project capital subsidy are credited to Capital reserve.

Export benefits are accounted for in the year of exports based on eligibility and when there is no uncertainty in receiving

the same.

XVI. Investment

Investments, which are readily realisable and are intended to be held for not more than one year from the date on which

such investments are made, are classified as current investments. All other investments are classified as long-term

investments.

Long-term investments are valued at cost less provision for diminution other than temporary, in the value of such

investments. Current investments are valued at lower of cost and fair value.

XVII. Employee benefits

Employee benefits include provident fund, employee state insurance scheme, gratuity fund and compensated absences.

a. Defined contribution plans

The Company's contribution to provident fund and employee state insurance scheme are considered as defined

contribution plans and are charged as an expense based on the amount of contribution required to be made.

b. Defined benefit plans

For defined benefit plans in the form of gratuity fund, the cost of providing benefits is determined using the Projected

Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date. Actuarial gains and

losses are recognised in the Statement of Profit and Loss in the period in which they occur. Past service cost is

recognised immediately to the extent that the benefits are already vested and otherwise is amortised on a straight-

line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in

the Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past

service cost, as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to past

service cost, plus the present value of available refunds and reductions in future contributions to the schemes.



c. Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered

by employees are recognised during the year when the employees render the service. These benefits include

compensated absences which are expected to occur within twelve months after the end of the period in which the

employee renders the related service.

The cost of short-term compensated absences is accounted as under:

� in case of accumulated compensated absences, when employees render the services that increase their

entitlement of future compensated absences; and

� in case of non-accumulating compensated absences, when the absences occur.

d. Long-term employee benefits

Compensated absences which are not expected to occur within twelve months after the end of the period in which

the employee renders the related service are recognised as a liability at the present value of the defined benefit

obligation as at the balance sheet date less the fair value of the plan assets out of which the obligations are

expected to be settled.

XVIII. Borrowing Costs:

Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign

currency borrowings to the extent they are regarded as an adjustment to the interest cost. Costs in connection with the

borrowing of funds to the extent not directly related to the acquisition of qualifying assets are charged to the Statement

of Profit and Loss over the tenure of the loan. Borrowing costs, allocated to and utilised for qualifying assets, pertaining

to the period from commencement of activities relating to construction / development of the qualifying asset upto the

date of capitalisation of such asset is added to the cost of the assets. Capitalisation of borrowing costs is suspended and

charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying

assets is interrupted.

XIX. Segment reporting

The Company identifies primary segments based on the dominant source, nature of risks and returns and the internal

organisation and management structure. The operating segments are the segments for which separate financial information

is available and for which operating profit / loss amounts are evaluated regularly by the executive Management in

deciding how to allocate resources and in assessing performance.

XX. Leases

The Company's significant leasing arrangements are in respect of operating leases for premises that are cancellable in

nature. The lease rental paid under such agreements are charged to the Statement of Profit and Loss on straight line

basis.

XXI. Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary

items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share

is computed by dividing the profit / (loss) after tax (including the post-tax effect of extraordinary items, if any) as

adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the

dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings

per share and the weighted average number of equity shares which could have been issued on the conversion of all

dilutive potential equity shares.

XXII. Taxes on income

Current tax is determined as the amount of tax payable on the taxable income for the year as determined in accordance

with the provisions of the Income Tax Act, 1961.



Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of

adjustment to future income tax liability, is considered as an asset, if there is convincing evidence that the Company will

pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future

economic benefit associated with it will flow to the Company.

Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting

income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is

measured using the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deferred tax

liabilities are recognised for all timing differences. Deferred tax assets are recognised for timing differences of items other

than unabsorbed depreciation and carry forward losses only to the extent that reasonable certainty exists that sufficient

future taxable income will be available against which these can be realised. However, if there are unabsorbed depreciation

and carry forward of losses, deferred tax assets are recognised only if there is virtual certainty that there will be sufficient

future taxable income available to realise the assets. Deferred tax assets and liabilities are offset if such items relate to

taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off.

Deferred tax assets are reviewed at each balance sheet date for their realisability.

XXIII. Research and development expenses

Revenue expenditure pertaining to research is charged to the Statement of Profit and Loss. Development costs of

products are also charged to the Statement of Profit and Loss unless a product's technical feasibility has been established,

in which case such expenditure is capitalised. The amount capitalised comprises expenditure that can be directly attributed

or allocated on a reasonable and consistent basis to creating, producing and making the asset ready for its intended use.

Fixed assets utilised for research and development are capitalised and depreciated in accordance with the policies stated

for Fixed Assets.

XXIV. Impairment of assets

The carrying values of assets/cash generating units at each Balance Sheet date are reviewed for impairment. If any

indication of impairment exists, the recoverable amount of such assets is estimated and impairment is recognised, if the

carrying amount of these assets exceeds their recoverable amount. The recoverable amount is the greater of the net

selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value

based on an appropriate discount factor. When there is indication that an impairment loss recognised for an asset in

earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the

Statement of Profit and Loss, except in case of revalued assets.

XXV. Provisions and contingencies

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an

outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made.

Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the

best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date

and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes. Contingent assets are

neither recognised nor disclosed in the financial statements.

XXVI. Insurance claims

Insurance claims are accounted for on the basis of claims admitted/expected to be admitted and to the extent that there

is no uncertainty in receiving the claims.

XXVII. Service tax input credit

Service tax input credit is accounted for in the books in the period in which the underlying service received is accounted

and when there is no uncertainty in availing/utilising the credits.

XXVIII. Operating Cycle

Based on the nature of products/activities of the Company and the normal time between acquisition of assets and their

realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of

classification of its assets and liabilities as current and non-current.



Notes forming part of the financial statements ` in lacs

As at As at31 March 2014 31 March 2013

Note 2: Share capital

Authorised :

36,000,000 (2013:36,000,000) Equity Shares of ` 10/- each 3,600.00 3,600.00

Issued:


Subscribed and Paid-up

Fully paid shares


Partly paid shares

Nil (2013:18,290) of ` 4/- each - 0.73(Refer Note no.(vi) below)

3,385.11 3,385.51Notes:

(i) Reconciliation of number of Equity shares and amount outstanding at the beginning and at the end of the year:

As at 31 March 2014 As at 31 March 2013

Number of shares ` in lacs Number of shares ` in lacs

Per last Balance sheet-fully paid 33,847,787 3,384.78 33,847,787 3,384.78

Add: converted into fully paid during the year 3,310 0.33 - -

33,851,097 3,385.11 33,847,787 3,384.78

Per last Balance sheet-partly paid 18,290 0.73 18,290 0.73

Less: Shares forfeited 14,980 0.60 - -

Less: Converted to fully paid during the year 3,310 0.13 - -

Calls in arrears - - 18,290 0.73

Outstanding at the end of the year 33,851,097 3,385.11 33,866,077 3,385.51

(ii) Rights, preferences and restrictions attached to equity shares

The Company has one class of equity shares having a face value of ` 10/- each. Each shareholder is eligible for one vote pershare held. The dividend (if any) proposed by the Board of directors is subject to the approval of the shareholders in theensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation, the equity shareholdersare eligible to receive the remaining assets of the company in proportion to their shareholdings.

(iii) Details of shares held by the holding company, the ultimate holding company, their subsidiaries and associates:

As at 31 March

2014 2013

(a) Coromandel International Limited (Holding Company) 25,356,361 24,798,112

(b) Parry Chemicals Limited (Subsidiary of Holding Company) - 558,249

(c) Pressmet Private Limited 11,926 11,926

(iv) Shares held by each shareholder holding more than 5% of equity share capital :


Number of shares % Number of shares %

(a) Coromandel International Limited

(Holding Company) 25,356,361 74.91% 24,798,112 73.22%

(v) The Company has not issued or allotted any shares pursuant to contracts without consideration being received in cash orby way of bonus shares during immediately preceding five years.

(vi) 14,980 (2013 :Nil) equity shares of ` 10 each, ` 4/- each paid up, with voting rights were forfeited during the current year.




Note 3: Reserves and surplus

i) Capital reserve

Per last Balance Sheet (Government Subsidy) 15.00 15.00Add: transfer of amount from share forfeited account 0.60 -

15.60 15.00ii) Securities premium account

Per last Balance Sheet 1,370.97 1,370.97

iii) General reserve


iv) Surplus in the Statement of Profit and Loss

Per last Balance Sheet 1,286.72 513.56Add: Profit for the year 3,313.35 773.16

4,600.07 1,286.72v) Hedging reserve account

Created during the year (966.94) -Add:Effect of foreign exchange rate variations on hedging instruments

outstanding at the end of the year - -Transferred to Statement of Profit and Loss 966.94 -

- -

7,151.60 3,837.65

Note 4: Long-term borrowings (` in lacs)

Non-current portion Current portion

As at As at As at As at31 March 2014 31 March 2013 31 March 2014 31 March 2013

Long-term borrowings (Secured)

Term loans

From banks {Refer Note (a) (i) below} 3,680.12 6,504.61 3,208.70 3,149.68

From Non Banking Finance Company{Refer Note (a) (ii) below} 0.24 2.63 1.35 2.69

Long-term borrowings (Unsecured)

From bank {Refer Note b(ii)} - - 1,500.00 -

3,680.36 6,507.24 4,710.05 3,152.37

Notes:

a. Terms of repayment is as under

Loan Loanoutstanding outstandingas at March as at March Repayment schedule

31, 2014 31, 2013

(i) Term loans from Banks

Axis Bank {Refer Note b(i)} 2,416.68 3,010.05 To be repaid in 16 quarterly equal installments. First

Payment was made in the month of July, 2013 andLast payment shall be made in the month of April,2017.

Ratnakar Bank {Refer Note b(i)} 1,000.00 2,000.00 To be repaid in 8 equal quarterly installments. Firstpayment was made in the month of June, 2013 andLast payment shall be made in the month of March,2015.

(Contd.)

` in lacs



Loan Loanoutstanding outstandingas at March as at March Repayment schedule

31, 2014 31, 2013

Exim Bank {Refer Note b(i)} 1,375.00 1,875.00 To be repaid in 16 equal quarterly installments aftermoratorium of 24 months from date of first

disbursement. First payment was made in January,2013 and last payment shall be made in the monthof October, 2016.

ECB from Axis Bank 1,405.12 1,914.09 To be repaid in 17 equal quarterly installments after{Refer Note b(i)} moratorium of 5 quarters from initial utilisation date.

First payment was made in the month of February,2012 and the Last payment shall be made in themonth of February, 2016.

Foreign Currency Loan from 692.02 855.15 To be repaid in 16 equal quarterly installments afterExim Bank {Refer Note b(i)} moratorium of 24 months from date of first

disbursement. First payment was made in the monthof January, 2013 and the Last payment shall be madein the month of October, 2016.

Deutsche Bank {Refer Note b(ii)} 1,500.00 - To be repaid in one installment and payment shall bemade in the month of March 2015.

(ii) From Non Banking Finance

Companies

{Refer Note No. (b) (iii)}

Tata Motors Finance Limited 1.59 2.79 To be repaid in 59 equal monthly installments. Firstpayment was made in July 2010 and last payment isdue in May 2015.

Kotak Mahindra Prime Limited - 0.33 To be repaid in 35 equal monthly installments .Firstpayment was made in October 2010 and last paymentwas made in August 2013.

Kotak Mahindra Prime Limited - 2.20 To be repaid in 59 equal monthly installments. Firstpayment was made in February 2010 and lastpayment is due in December 2014. Prepayment donein March 2014.

8,390.41 9,659.61

b. Security

(i) Rupee Term Loans from Axis Bank & Exim Bank, ECB from Axis Bank , FC Term Loan from Exim Bank and WorkingCapital Term Loan from Ratnakar Bank are secured by way of pari passu first charge on the entire fixed assets andsecond pari passu on the entire current assets of the Company.

(ii) Loan from Deutsche Bank is unsecured

(iii) Loans from Non banking finance companies are secured by way of hypothecation of vehicles acquired.

(iv) Rupee Term Loans are in the range of 11% p.a. to 12.75% p.a. and Foreign Currency Term Loans are in the range of3.40% p.a. to 4.90% p.a.

` in lacs




Note 5: Deferred tax assets/liabilities

Deferred tax liabilities

On difference between book balance and tax balance of fixed assets 2,209.95 1,518.27

2,209.95 1,518.27

Deferred tax assets

Provision for doubtful trade receivable/advances/obsolete stocks 178.78 200.17

Provision for compensated absences, gratuity and other employee benefits 43.12 48.72

Brought forward business losses (Refer Note below) 1,795.88 1,269.38

2,017.78 1,518.27

(192.17) -

Note :

For the year ended 31st March 2013, in the absence of virtual certainty regarding availability of sufficient future taxable income,the recognition of Deferred tax assets on carry forward of unabsorbed depreciation/business loss is restricted to amount ofclosing deferred tax liability.

Note 6: Long-term provisions

Provision for employee benefits

Gratuity - 51.94

Compensated absences 35.49 43.20

35.49 95.14

Note 7: Short-term borrowings

From banks (Secured)

Cash Credit facilities 8,835.98 6,103.69

Packing credit - 2,396.34

Buyers credit 1,852.87 2,605.22

10,688.85 11,105.25

From Banks (Unsecured)

Packing credit 6,869.25 2,498.96

Buyers credit 3,744.29 1,591.33

10,613.54 4,090.29

Other loans (Unsecured)

Commercial paper(maximum balance outstanding during the year ` 12,000 lacs (2013-` 5,000 lacs) 2,500.00 2,500.00

Inter Corporate Deposit from related party (Refer Note No. 38) - 1,500.00

23,802.39 19,195.54

Note:

Security

(i) First pari passu charge on the entire current assets (including Hypothecation of Stock & book debts) both present andfuture and second pari passu charge on all the fixed assets of the Company, excluding vehicles financed by their lenders.

(ii) Rupee Working Capital is in the range of 10% p.a. to 11% p.a.

(iii) Foreign Currency Working Capital (PCFC/Buyers Credit) is in the range of 1.18% p.a. to 3.45% p.a.


Notes forming part of the financial statements` in lacs


Note 8: Trade payables

Acceptances 7,065.74 3,606.65

Other than acceptances 7,919.54 10,865.26(Refer Note no. 30)

14,985.28 14,471.91

Note 9: Other current liabilities

Current maturities of long-term debt (Refer Note 4) 4,710.05 3,152.37

Payables on purchase of fixed assets 106.67 354.83

Interest accrued but not due on borrowings 41.60 21.50

Unclaimed dividends 6.35 6.36

Excise duty on closing stock 186.81 519.17

Security and trade deposits 7.62 79.34

Other Liabilities (including statutory remittances) 38.27 38.90

5,097.37 4,172.47

Note 10: Short-term provisions


Gratuity - 27.57


Provision for taxes

Income tax - 21.37

Wealth tax 4.11 4.28

15.94 67.62



Note 11: Fixed assets

` in lacs

DESCRIPTION GROSS BLOCK ACCUMULATED DEPRECIATION NET BLOCK

Balance Additions Disposals Balance Balance Depreciation/ Eliminated Balance Balance Balance

As at /Transfers As at As at Amortisation on disposal As at As at As at

1 April 31 March 31 March expenses of assets 31 March 31 March 31 March

2013 2014 2013 for the year 2014 2014 2013

(i) TANGIBLE ASSETS

Freehold Land 7.28 – – 7.28 – – – – 7.28 7.28

Leasehold Land 129.29 519.67 – 648.96 16.68 14.32 – 31.00 617.96 112.61

Building 3,865.69 859.24 146.79 4,578.14 870.26 139.13 67.41 941.98 3,636.16 2,995.43

Plant & Machinery 18,652.71 1,215.62 373.03 19,495.30 7,541.90 1,041.58 281.89 8,301.59 11,193.71 11,110.81

Furniture & Fixtures 2.76 11.10 – 13.86 0.29 0.65 – 0.94 12.92 2.47

Vehicles 50.40 – – 50.40 33.47 4.79 – 38.26 12.14 16.93

Computer 203.74 31.20 – 234.94 160.77 14.03 – 174.80 60.14 42.97

Office Equipment 16.33 29.68 – 46.01 1.54 2.02 – 3.56 42.45 14.79

Total (A) 22,928.20 2,666.51 519.82 25,074.89 8,624.91 1,216.52 349.30 9,492.13 15,582.76 14,303.29

(ii) INTANGIBLE ASSETS

Software(acquired) 143.24 1.63 – 144.87 73.96 23.75 97.71 47.16 69.28

Product Development

(self generated) 570.95 56.72 – 627.67 265.60 59.47 325.07 302.60 305.35

Total (B) 714.19 58.35 – 772.54 339.56 83.22 – 422.78 349.76 374.63

Total (A+B) 23,642.39 2,724.86 519.82 25,847.43 8,964.47 1,299.74 349.30 9,914.91 15,932.52 14,677.92

(iii) Capital

work–in–progress 3,755.85 979.10 771.10 3,963.85 – – – – 3,963.85 3,755.85

(iv) Intangible assets

under development 586.75 252.07 56.72 782.10 – – – – 782.10 586.75

Grand Total 27,984.99 3,956.03 1,347.64 30,593.38 8,964.47 1,299.74 349.30 9,914.91 20,678.47 19,020.52

Previous Year 24,441.95 4,199.86 656.82 27,984.99 7,827.30 1,137.17 – 8,964.47 19,020.52 –

Note:

Refer note 42 for pre-operative expenses on projects, included in capital work-in progress.



Note 11: Fixed assets (Previous Year)

` in lacs


Balance Additions Disposals Balance Balance Depreciation/ Eliminated Balance Balance Balance

As at /Transfers As at As at Amortisation on disposal As at As at As at

1 April 31 March 1 April expenses of assets 31 March 31 March 31 March

2012 2013 2012 for the year 2013 2013 2012

(i) TANGIBLE ASSETS

Freehold Land 7.28 – – 7.28 – – – – 7.28 7.28

Leasehold Land 129.29 – – 129.29 15.37 1.31 – 16.68 112.61 113.92

Building 3,370.88 494.81 – 3,865.69 747.91 122.35 – 870.26 2,995.43 2,622.97

Plant & Machinery 15,387.64 3,265.07 – 18,652.71 6,625.41 916.49 – 7,541.90 11,110.81 8,762.23

Furniture & Fixtures 2.61 0.15 – 2.76 0.12 0.17 – 0.29 2.47 2.49

Vehicles 50.40 – – 50.40 28.68 4.79 – 33.47 16.93 21.72

Computer 199.00 4.74 – 203.74 149.71 11.06 – 160.77 42.97 49.29


Total (A) 19,161.68 3,766.52 – 22,928.20 7,567.82 1,057.09 – 8,624.91 14,303.29 11,593.86


Software(acquired) 125.01 18.23 – 143.24 52.29 21.67 – 73.96 69.28 72.72

Product Development

(self generated) 554.83 16.12 – 570.95 207.19 58.41 – 265.60 305.35 347.64

Total (B) 679.84 34.35 – 714.19 259.48 80.08 – 339.56 374.63 420.36

Total (A+B) 19,841.52 3,800.87 – 23,642.39 7,827.30 1,137.17 – 8,964.47 14,677.92 12,014.22

(iii) Capital

work–in–progress 4,412.67 – 656.82 3,755.85 – – – – 3,755.85 4,412.67

(iv) Intangible assets under

development 187.76 398.99 – 586.75 – – – – 586.75 187.76

Grand Total 24,441.95 4,199.86 656.82 27,984.99 7,827.30 1,137.17 – 8,964.47 19,020.52 16,614.65

Previous Year 20,055.32 5,029.38 642.75 24,441.95 6,987.88 1,103.93 264.51 7,827.30 16,614.65 –

Note:

Refer note 42 for pre-operative expenses on projects, included in capital work-in progress




Note 12: Non-current investments

Trade Investments(At cost)

Subsidiaries-UnquotedSabero Australia Pty Ltd.4,147 (2013: 1,140)Equity shares of Aus $ 14 each fully paid up 30.14 8.10

Sabero Europe B.V.61 (2013: 40) Equity shares of NLG 453.78/- each fully paid up 8.24 1.42

Sabero Argentina S.A.161,500 (2013: 161,500) Equity Shares of AR$ 1/- each fully paid up 17.17 17.17

Sabero Organics America S.A.3,388,057 (2013: 3,388,057) Equity Shares of R$ 1/- each fully paid up 793.38 793.38

Sabero Organics Mexico S.A. de C.V.49,999 (2013: Nil)Equity shares of M$ 1 /- each fully paid up 2.26 -

Associate-UnquotedSabero Organics Philippines Asia Inc.318 (2013: Nil) Equity Shares of PHP$ 100/- each fully paid up 0.12 -

Non trade Investment (At cost)Government Securities (face value ` 0.88 lacs (2013: ` 0.88 Lacs) 0.88 0.88

852.19 820.95

Note 13: Long-term loans and advances

Unsecured, considered good:

Capital advances 626.21 967.46

Security deposits 326.83 281.10

Advance income tax (Net of Provisions of ` 21.37 lacs, (2013: Nil) 288.09 292.68

Mat Credit entitlement 704.61 -

1,945.74 1,541.24

Note 14: Other non-current assets


Share application money pending allotment with subsidiaries and associate 0.01 130.14(Refer Note no. 38)

Advances given to subsidiaries and associate 180.95 -

Gratuity fund with LIC of India 22.46 -

203.42 130.14

Note 15: Inventories

(At lower of cost and net realisable value)

Raw materials (including packing materials) 5,278.49 3,612.12

Work-in-progress 322.59 373.11

Finished goods 2,220.11 4,555.39

Stores & spares 224.04 214.78

8,045.23 8,755.40




Note 16 : Trade receivables

Trade receivable outstanding for a period exceeding six months from thedate they were due for payment:

-Secured, considered good - 33.54

-Unsecured, considered good 298.22 1,365.67

-Unsecured, considered doubtful 379.50 275.73

677.72 1,674.94

Less: Provision for doubtful trade receivable 379.50 275.73

298.22 1,399.21

Other trade receivables

-Unsecured, considered good 19,621.69 13,381.12

19,919.91 14,780.33

Note 17: Cash and bank balances

A. Cash and cash equivalents

(a) Cash on hand 2.88 5.35

(b) Balances with bank in current accounts 31.11 28.32

Total cash and cash equivalents (A) 33.99 33.67

B. Other bank balances

In earmarked accounts:-


Balances held as margin money or security against

borrowings, guarantees and other commitments 54.77 982.05

Total other bank balances (B) 61.12 988.41

Total cash and bank balances (A+B) 95.11 1,022.08

Note 18: Short term loans and advances

Advances to suppliers 27.49 253.89(Unsecured, considered doubtful)

Less: Provision for doubtful advances (27.49) (253.89)

- -

(Unsecured, considered good)

Balances with government authorities:

CENVAT credit/service tax receivable 2,776.44 2,542.25

VAT credit receivable 1,835.70 1,495.15

Prepaid expenses 29.37 22.13

Insurance claims receivable 586.29 427.52

(Gross ` 705.29 lacs, provision - ` 119 lacs, (2013: Gross ` 427.52, provision-Nil )

Other advances 28.42 21.64

5,256.22 4,508.69

5,256.22 4,508.69

Note 19: Other current assets

Export incentives receivable 1,335.56 1,136.94

Interest accrued on margin deposits 13.86 16.79

1,349.42 1,153.73




Note 20: Revenue from operations

Revenue from operations

Sale of products (gross) 73,028.77 51,884.14


Sale of products (net) (Refer Note (i) below) 69,591.73 49,185.56

Other operating revenues

-Export incentives 2,135.86 1,751.08

-Prior period income-export incentives (Refer Note (ii) below) - 193.76

-Sale of scrap 296.77 352.53

72,024.36 51,482.93

Note :-

(i) Sale of products comprises

(a) Manufactured products

Inorganic chemicals 346.59 325.40

Organic chemicals 2,534.59 1,765.03

Crop protection chemicals 66,710.55 46,822.77

Total - Sale of manufactured products 69,591.73 48,913.20

(b) Traded goods

Crop protection chemicals - 272.36

Total - Sale of traded products - 272.36

Total Sale of products 69,591.73 49,185.56

(ii) Export Incentives of ` 193.76 lacs in respect of exports made in earlier years.

Note 21: Other income

Interest income- bank deposits 46.62 85.74

Others 72.17 9.01

118.79 94.75

Note 22: Cost of materials consumed

Opening stock 3,612.12 2,535.79

Add: Purchases 47,432.25 35,522.31

51,044.37 38,058.10

Less: Closing stock 5,278.49 3,612.12

Cost of material consumed 45,765.88 34,445.98

Note:-

Material consumed comprise:

Carbon Disulfide 4,081.49 3,896.29

Ethyenediamine 4,024.69 3,677.83

Di-methyl Phosphoro Amidothioate 2,480.29 3,026.32

Others 35,179.41 23,845.54

45,765.88 34,445.98




Note 23: Purchase of stock in trade

Crop protection chemicals - 172.46

- 172.46

Note 24: Change in inventories of finished goods, work-in-progress and stock-in-trade

Stock as at 1 April


Stock in trade - 41.29


4,928.50 3,271.87

Stock as at 31 March


Stock in trade - -


2,542.70 4,928.50

Net (increase)/decrease 2,385.80 (1,656.63)

Note 25: Employee benefits expense

Salaries and wages 2,214.31 1,959.58

Contribution to provident and other funds 108.05 89.72

Staff welfare expenses 86.76 62.69

2,409.12 2,111.99

Note 26: Finance costs

Interest expense on:

Term loans 826.93 912.34

Other borrowings 1,765.15 1,910.13

Other borrowing costs 227.66 180.73

Net loss on exchange differences considered as finance costs 215.98 228.84

3,035.72 3,232.04

Less: Capitalised - 242.58

3,035.72 2,989.46




Note 27: Other expenses

Consumption of stores and spare parts 607.85 623.36

Subcontracting charges 784.41 553.45

Effluent treatment cost 416.03 45.56

Power, fuel and water 6,722.31 6,358.77

Rent 108.49 100.81

Repairs to

Building 11.57 26.34

Plant and machinery 346.43 299.23

Others 25.25 14.25

Insurance 95.79 94.66

Rates and taxes 39.87 36.52

Freight and distribution 2,103.42 1,907.38

Commission on sales 752.81 345.12

Payment to auditors (Refer note below) 19.77 14.50

Directors' sitting fees 4.40 4.75

Provision for doubtful trade receivables/payables(net) 103.77 52.95



Bad trade and other receivables, loans and advances written off 60.40 0.01

Net (gain)/ loss on foreign currency translation and translations 145.82 (194.80)

Miscellaneous expenses 1,273.98 1,109.35

13,741.37 11,423.60

Note:-

Payment to the auditors comprise (net of service tax input credit)

(a) To statutory auditors

Audit fees 8.00 6.00

Tax Audit Fee 1.50 0.85

Limited review 6.00 5.00

Other services (includes out of pocket expenses and audit fee of earlier year) 2.27 1.15

17.77 13.00

(b) To cost auditors for cost audit 2.00 1.50

19.77 14.50



28. Amalgamation

The Board of Directors of the Company and Coromandel

International Limited (Coromandel), its holding Company,

in their meetings held on 24th January 2014, have

approved a Scheme of Amalgamation under Sections

391 and 394 of the Companies Act, 1956 ('the scheme')

for amalgamation of the Company with Coromandel

subject to the approval of the stock exchanges, the

respective shareholders and the creditors, the concerned

High courts and other regulations. The Company has

received the 'NOC' from the stock exchanges and is in

the process of filing application before the High Court.

As per the Scheme, the Appointed/Transfer date of

amalgamation is 1st April 2014 and on the Record Date

to be fixed after receipt of all approvals, the public

shareholders of Sabero shall be issued 5 equity shares

of ` 1 each in Coromandel for every 8 equity shares of

` 10 each held in the Company.

29. Contingent liabilities and commitments:

a) Contingent Liabilities :

i. Claims against the Company not acknowledged as

debts

` in lacs

As at As at31 March 31 March

2014 2013

Income tax (*) 714.31 621.04

Sales tax - 148.22

Excise matters 97.73 67.70

Legal cases 110.20 136.72

(*) During the year ending 31.3.2014, the Company

received orders from ITAT in its favour against

earlier demands amounting to ` 140.30 lacs,

relating to assessment years 2002-2003 and 2004-

2005. Consequent to this the same is not reckoned

as contingent liability while the appeal for

withdrawal of penalty is to be heard by ITAT.

The amounts shown above represent the best

estimate and the uncertainties are dependent on

the outcome of the legal processes initiated by the

Company or the claimant as the case may be.

It is not practicable for the Company to estimate

the timings of cash flow, if any, in respect of the

above.

ii. Bills discounted and outstanding: ` Nil lacs

(2013 -` 660.00 lacs), since realized ` Nil lacs

(2013 - ` 92.73 lacs).

b) Commitments :` in lacs


2014 2013

Estimated amount of 1,370.48 1,579.38contracts remainingto be executed oncapital account(net of advances)and not provided for

30. There is no supplier covered under the Micro, Small and

Medium Enterprises Development Act, 2006. This

information has been determined based on the details

regarding the status of the suppliers obtained by the

Company. This has been relied upon by the Auditors.

31. Derivative instruments and unhedged foreign currency

exposure:

i. Outstanding forward exchange contracts entered

into by the Company


Value/US$ ` in lacs Value/US$ ` in lacs(in lacs) (in lacs)

Buy Forward 64.48 3,863.73 42.59 2,312.31

Sell Forward 45.16 2,705.68 36.58 1,985.73

ii. The year-end foreign currency exposures that have not

been hedged by a derivative instrument or otherwise

are given below:

Particulars Currency As at As at31 March 2014 31 March 2013

Value/FC ` in lacs Value/FC ` in lacs(in lacs) (in lacs)

Payables USD 49.52 2,967.24 44.52 2,418.00

EUR 1.93 158.50 2.12 147.34

GBP(10)* 0.00 0.01 0.13 10.66

PHP - - 1.24 1.65

AUD - - 0.03 1.61

Total 3,125.75 2,579.26

Buyers Credit USD 29.24 1,751.79 27.12 1,472.69

EUR 3.81 313.74 11.07 769.88

Total 2,065.53 2,242.57

Borrowing USD 35.00 2,097.14 51.00 2,769.69

PCFC USD 90.00 5,392.80 5.69 308.97

Total 7,489.94 3,078.66

Receivables USD 170.51 10,215.38 91.05 4,943.25

EUR 0.02 2.00 0.87 60.68

Total 10,217.38 5,003.93

*GBP(2014-10)



32. Value of imports on C.I.F. basis:` in lacs

For the For theyear ended year ended

31 March 31 March2014 2013

Raw material 14,332.84 12,973.98

Stores and spares - 1.07

Capital goods - 90.42

14,332.84 13,065.47

33. Expenditure (payments) in foreign currency:

` in lacs


31 March 31 March2014 2013

Export commission 738.40 344.22

Product registration expenses 158.89 338.24

Interest and bank charges 181.56 214.96

Others 79.98 80.30

1,158.83 977.72

34. Earnings in foreign currency:

` in lacs


31 March 31 March2014 2013

F.O.B. Value of exportsof goods 42,166.96 27,338.21

35. Details of consumption of imported andindigenous items:

Raw materials and components

For the year For the year31 March 2014 31 March 2013

% ` in lacs % ` in lacs

Imported 36.93% 16,899.49 38.02% 13,099.90

Indigenous 63.07% 28,866.39 61.98% 21,346.08

100.00% 45,765.88 100.00 % 34,445.98

Consumption of Store and spare parts

% ` in lacs % ` in lacs

Imported - - - -

Indigenous 100% 607.85 100% 623.36

100% 607.85 100% 623.36

36. Employee Benefits

a. Defined contribution plan

The Company makes contributions towardsprovident fund a defined contribution plan forqualifying employees. The Company makescontribution to the Employees Provident Fund withthe Regional Provident Fund Commissioner.

The Company recognised ̀ 49.19 lacs (2013: ̀ 42.33lacs) for provident fund contributions in theStatement of Profit and Loss. The contributionpayable to the plan by the Company is at the ratespecified in rules to the scheme.

b. Defined benefit plan - Gratuity plan

The Company makes annual contribution to theEmployee's Group Gratuity Cash Accumulationscheme of the Life Insurance Corporation of India,a funded defined benefit plan for qualifyingemployees. The scheme provides for lump sumpayment to vested employees at retirement, deathwhile in employment or on termination ofemployment of an amount equivalent to 15 dayssalary payable for each completed year of serviceor part thereof in excess of 6 months subject to amaximum of ` 10 lacs. Vesting occurs uponcompletion of 5 years of service.

The present value of the defined benefit obligationand the related current service cost were measuredusing the Projected Unit Credit Method withactuarial valuations being carried out at eachBalance Sheet date.

c. The following tables sets out the funded status ofthe gratuity plan and amounts recognised in theCompany's financial statements as at 31 March,2014:

Components of employer expense

` in lacs


31 March 31 March2014 2013

ParticularsGratuity Gratuity

(funded) (funded)

Current service cost 20.19 22.42

Interest cost 10.14 8.60

Expected return on plan assets (5.13) 3.52

Curtailment cost/(credit) - -

Settlement cost/(credit) - -

Past service cost - -

Actuarial losses/(gains) 6.41 (3.38)

Total expense recognised inStatement of Profit and Loss 31.61 24.12


Net (asset) / liability recognised in the Balance Sheet

` in lacs


31 March 31 March2014 2013


(funded) (funded)

Present value of definedbenefit obligation 129.82 126.73

Fair value of plan assets 152.28 47.57

Funded status{(surplus)/deficit} (22.46) 79.16

Unrecognised past service costs - -

Net (asset)/liability recognisedin the Balance Sheet (22.46) 79.16

Changes in Defined Benefit Obligations (DBO) duringthe year:

` in lacs


31 March 31 March2014 2013


(funded) (funded)

Present value of DBO at thebeginning of the year 126.73 107.54

Current Service Cost 20.19 22.42




Plan amendments - -

Actuarial (gains)/losses 6.41 (3.38)


Benefits paid (33.65) (8.45)

Present value of DBOat the end of the year 129.82 126.73


Changes in fair value of assets during the year:

` in lacs


31 March 31 March2014 2013


(funded) (funded)

Plan Assets at the beginningof the year 47.57 6.22

Acquisition adjustment - -

Expected return on plan asset 5.13 3.52

Actual company contributions 133.23 46.28

Actuarial (gains) / losses - -


Plan assets at the end ofthe year 152.28 47.57

Composition of the plan assets is as follows:

Insurer managed funds 100% 100%

Actuarial assumptions:


31 March 31 March2014 2013


(funded) (funded)

Discount Rate 8.00% 8.00 %

Expected Rate of Returnon Assets (p.a.) 8.00% 7.41%

Salary Escalation Rate (p.a.) 5.00% 5.00%

Note

The estimates of future salary increases, considered inactuarial valuations take account of inflation, seniority,promotion and other relevant factors such as supply anddemand factors in the employment market.

The expected rate of return on the plan assets is based onthe average long term rate of return expected on investmentsof the Fund during the estimated term of the obligations.

The company is expected to contribute ` 20 lacs to gratuityfunds for the immediate next year ending 31.3.2015(2013:130 lacs)



Experience adjustments

` in lacs

Particulars Year ended Year ended Year ended Year ended Year ended31.03.2014 31.03.2013 31.03.2012 31.03.2011 31.03.2010

Present value of Defined Benefit Obligation 129.82 126.73 113.76 89.96 61.64

Fair value of plan assets 152.28 47.57 6.22 8.70 1.84

Status {(surplus)/deficit} (22.46) 79.16 107.54 81.26 59.81

Experience gain/(loss) adjustments

- on plan assets 1.33 0.26 0.24 0.15 0.03

- on plan liabilities (6.41) 3.38 6.61 (7.73) 5.66

37. Segment Reporting:

a) Business Segment

The Company's main business is to manufacture and sell Crop Protection Chemicals. All other activities of the Company

are incidental to the main business. As such, there is no separate reportable segment as per the Accounting Standard

17 Segment Reporting.

b) Geographical Segment

The Company's operating facilities are located in India. The segmental reporting for the Secondary Segment -

Geographical as per the Accounting Standard 17 Segment Reporting.

` in lacs


Domestic Revenue 27,314.09 20,955.81

Export Revenue (Including Export benefits) 44,710.27 30,527.12

72,024.36 51,482.93

38. Related Party transactions

a) Details of related parties:

Description of relationship Names of related parties

Ultimate Holding Company E.I.D Parry (India) Limited

Holding company Coromandel International Limited (CIL)

Subsidiary Sabero Australia Pty Ltd.

Subsidiary Sabero Europe B.V.

Subsidiary Sabero Organics America S.A.

Subsidiary Sabero Argentina S.A.

Subsidiary Sabero Mexico S.A. De C.V. w. e. f. April 2013

Associate Sabero Organics Philippines Asia Inc

Subsidiary of Holding Company Coromandel Brazil Limitada

Key Management personnel Mr. G. Veera Bhadram


b) Details of Related Party transactions during the year ended 31 March 2014:

` in lacs

Nature of Transaction For the year ended For the year ended31 March 2014 31 March 2013

Transactions with CIL

-Purchase of Fixed Assets - 0.15

-Expenses reimbursed to 323.69 130.44

-Purchases of finished goods/raw material 964.56 705.00

-Sale of goods 5,811.00 5,359.78

-Sales of scrap 46.82 -

-Expenses reimbursed by 129.70 208.37

-Payment of interest on ICD 111.27 113.98

-Inter corporate deposit taken - 1,500.00

-Inter corporate deposit repaid 1,500.00 -

Commission paid to subsidiary

-Sabero Organics America S.A. 119.91 -

-Sabero Argentina S.A. 23.34 -

-Sabero Organics Mexico S.A. DE C.V. 21.77 -

Investments /advances to subsidiaries

- Sabero Australia Pty Ltd 13.01 7.36

-Sabero Organics America S.A. 40.35 94.22

-Sabero Organics Mexico S.A. DE C.V. 28.68 -

-Sabero Organics Philippines Asia Inc. - 3.73

Key Management Personnel-Remuneration

-Mr. G. Veera Bhadram 94.37 68.71

Payment of Commission -Fellow subsidiary

-Coromandel Brazil Limitada 127.55 -

C) Outstanding balances as at March 31, 2014:

` in lacs

Nature of Transaction As at As at31 March 2014 31 March 2013

Payables-

-Coromandel International Limited - 53.31

Receivable-

-Coromandel International Limited 1,332.53 779.37

Inter corporate deposit (including interest accrued and due)

-Coromandel International Limited - 1,513.18

Advances Subsidiaries/Associates-

-Sabero Australia Pty Ltd. 12.66 21.69

-Sabero Organics Philippines Asia Inc 6.43 6.54

-Sabero Organics America S.A. 134.56 94.21

-Sabero Organics Mexico S.A DE C.V. 26.43 -

-Sabero Europe B.V. 0.88 7.70




39. Basic and Diluted Earnings per Share:


Earning for the purpose of basic and diluted earnings per share(net profit/(loss) for the year) (` In lacs) 3,313.35 773.16

Weighted average number of equity shares outstanding 33,851,097 33,866,077

Nominal value per equity share (`) 10.00 10.00

Earnings Per share (`) (Basis and Diluted) 9.79 2.28

40. Exceptional item is in respect of an additional claim from a gas supplier for supplies made in earlier financial year.

41. The Company has provided ` 20 Lacs for Commission to Directors under section 309(4)(d) in the books of accounts for thefinancial year ended March 31, 2014. The said provisions require the approval of the shareholders by a special resolution inthe annual general meeting. No payments have been made pending receipt of the said approval.

42. Pre-operative expenses pending allocation (included in Capital Work-in progress)

` in lacs


Preoperative expenditure incurred as at the beginning of the year 911.84 818.91

Add : Incurred during the year

Employee Benefits Expenses 17.42 57.70

Borrowing Costs - 242.58

Other Expenses - 11.02

Total preoperative expenditure 929.26 1,130.21

Less : Preoperative expenditure allocated to Fixed Assets during the year - 218.37

Balance preoperative expenditure as at the end of the year 929.26 911.84

43. Previous Year's figures have been regrouped/reclassified wherever considered necessary to correspond with the currentyear's classification/disclosures.

For and on behalf of the Board of Directors

Sd/- Sd/-G.Veera Bhadram M.K. TandonWhole time Director Chairman

Sd/- Sd/-N.Shankar Pritam VartakHead Finance Company Secretary

Mumbai: 23 April 2014


TO THE BOARD OF DIRECTORS OF

SABERO ORGANICS GUJARAT LIMITED

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial

statements of SABERO ORGANICS GUJARAT LIMITED

(the "Company") and its subsidiaries(the Company and its

subsidiaries constitute "the Group"), which comprise the

Consolidated Balance Sheet as at 31st March, 2014, the

Consolidated Statement of Profit and Loss and the

Consolidated Cash Flow Statement for the year then ended,

and a summary of the significant accounting policies and

other explanatory information.

Management's Responsibility for the Consolidated

Financial Statements

The Company's Management is responsible for the preparation

of these consolidated financial statements that give a true

and fair view of the consolidated financial position,

consolidated financial performance and consolidated cash

flows of the Group in accordance with the accounting

principles generally accepted in India. This responsibility

includes the design, implementation and maintenance of

internal control relevant to the preparation and presentation

of the consolidated financial statements that give a true and

fair view and are free from material misstatement, whether

due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these

consolidated financial statements based on our audit. We

conducted our audit in accordance with the Standards on

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 consolidated

financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit

evidence about the amounts and the disclosures in the

consolidated financial statements. The procedures selected

depend on the auditor's judgment, including the assessment

of the risks of material misstatement of the consolidated

financial statements, whether due to fraud or error. In making

those risk assessments, the auditor considers internal control

relevant to the Company's preparation and presentation of

the consolidated financial statements that give a true and

fair view in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the Company's

internal control. An audit also includes evaluating the

appropriateness of the accounting policies used and the

reasonableness of the accounting estimates made by the

INDEPENDENT AUDITORS’ REPORT

Management, as well as evaluating the overall presentation

of the consolidated financial statements.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our audit

opinion.

Opinion

In our opinion and to the best of our information and

according to the explanations given to us, and based on the

consideration of the reports of the other auditors on the

financial statements of the subsidiaries and associate referred

to below in the Other Matter paragraph, the aforesaid

consolidated financial statements give a true and fair view in

conformity with the accounting principles generally accepted

in India:

(a) in the case of the Consolidated Balance Sheet, of the

state of affairs of the Group as at 31st March, 2014;

(b) in the case of the Consolidated Statement of Profit and

Loss, of the profit of the Group for the year ended on

that date; and

(c) in the case of the Consolidated Cash Flow Statement, of

the cash flows of the Group for the year ended on that

date.

Other Matter

We did not audit the financial statements of five subsidiaries,

whose financial statements reflect total assets (net) of

` 793.69 lacs as at 31st March, 2014, total revenues of

` 372.21 lacs and net cash inflows amounting to ` 17.15 lacs

for the year ended on that date, as considered in the

consolidated financial statements. The consolidated financial

statements also include the Group's share of net loss of

` 0.95 lacs for the year ended 31st March, 2014, as considered

in the consolidated financial statements, in respect of one

associate, whose financial statements have not been audited

by us. These financial statements have been audited by other

auditors whose reports have been furnished to us by the

Management and our opinion, in so far as it relates to the

amounts and disclosures included in respect of these

subsidiaries and associate, are based solely on the reports

of the other auditors.

Our opinion is not qualified in respect of this matter.



Sd/-

Ketan VoraPartner



Consolidated Balance Sheet as at 31 March 2014 ` in lacs

Note As at As at31 March 2014 31 March 2013

A EQUITY AND LIABILITIES

1 Shareholders’ funds(a) Share capital 2 3,385.11 3,385.51(b) Reserves and surplus 3 6,947.75 3,670.21

10,332.86 7,055.722 Minority Interest (0.45) (0.69)

3 Non-current liabilities(a) Long-term borrowings 4 3,680.36 6,507.23(b) Deferred tax liabilities (net) 5 192.17 -(c) Long-term provisions 6 35.49 95.14

3,908.02 6,602.374 Current liabilities

(a) Short-term borrowings 7 23,802.39 19,195.54(b) Trade payables 8 15,098.00 14,598.21(c) Other current liabilities 9 5,099.28 4,183.69(d) Short-term provisions 10 48.11 67.62

44,047.78 38,045.06

TOTAL 58,288.21 51,702.46

B ASSETS1 Non-current assets

(a) Fixed assets 11(i) Tangible assets 15,583.31 14,304.78(ii) Intangible assets 1,090.08 1,167.82(iii) Capital work-in-progress 3,963.85 3,755.85(iv) Intangible assets under development 782.10 586.75

21,419.34 19,815.20(b) Non-current investments 12 1.00 0.88(c) Long-term loans and advances 13 1,948.85 1,542.38(d) Other non-current assets 14 28.89 130.14

23,398.08 21,488.602 Current assets

(a) Inventories 15 8,045.23 8,755.40(b) Trade receivables 16 20,111.71 14,780.33(c) Cash and bank balances 17 118.27 1,028.09(d) Short-term loans and advances 18 5,260.59 4,496.31(e) Other current assets 19 1,354.33 1,153.73

34,890.13 30,213.86

TOTAL 58,288.21 51,702.46

See accompanying notes forming part of theconsolidated financial statements 1 to 38







Consolidated Statement of Profit and loss for the year ended 31 March 2014 ` in lacs

Note For the year ended For the year ended31 March 2014 31 March 2013

1 Revenue from operations (gross) 75,833.61 54,181.51


Revenue from operations (net) 20 72,396.57 51,482.93

2 Other income 21 118.79 94.75

3 Total revenue (1+2) 72,515.36 51,577.68

4 Expenses:

Cost of materials consumed 22 45,765.88 34,445.98

Purchases of stock-in-trade 23 246.88 172.46

Changes in inventories of finished goods,

work-in-progress and stock-in-trade 24 2,385.80 (1,656.63)

Employee benefits expense 25 2,409.12 2,111.99

Finance costs 26 3,038.77 2,989.87

Depreciation and amortisation expense 11 1,353.30 1,137.17

Other expenses 27 13,882.53 11,430.38

Total expenses 69,082.28 50,631.22

5 Profit/(Loss) before exceptional and extraordinary

items and tax (3-4) 3,433.08 946.46

6 Exceptional items 35 - 174.34

7 Profit/(Loss) before extraordinary items and tax (5-6) 3,433.08 772.12

8 Extraordinary Items - -

9 Profit/(Loss) before tax (7-8) 3,433.08 772.12

10 Tax expense/(benefit):

(a) Short/(excess) provision for tax relating to prior years - 6.15

(b) Current tax 9.08 -

(c) Minimum Alternate Tax (MAT) credit - -

(d) Deferred tax 192.17 -

Net tax expense/(benefit) 201.25 6.15

11 Profit/(Loss) after tax before share in profit/(loss)

of associate and minority interest(9-10) 3,231.83 765.97

12a Share of profit/(Loss) of associate (0.95) (0.99)

12b Minority Interest 0.24 (0.26)

13 Profit (Loss) for the year (11+12a-12b) 3,230.64 765.24

14 Earnings per equity share of ` 10/- each 34

Basic and Diluted 9.54 2.26

See accompanying notes forming part of the

consolidated financial statements 1 to 38







Consolidated Cash flow statement for the year ended 31 March 2014 ` in lacs


Cash flow from operating activities

Profit/(Loss) before tax 3,433.08 772.12

Adjustments for:

Depreciation and amortisation expense 1,353.30 1,137.17

Interest income (46.62) (85.74)

Interest expense 2,595.13 2,580.30

Provision for Insurance claim receivable 119.00 -


Provision for doubtful debts 103.77 52.95

Provision for Wealth tax 4.11 4.28

Foreign currency translation and translations (Net) (23.38) 296.08

Operating profit/(loss) before working capital changes 7,538.39 4,788.55

Adjustments for:

(Decrease)/ increase in trade payables 479.02 4,031.21

(Decrease)/ increase in other current liabilities (414.02) 305.34

(Decrease)/ increase in other long-term provisions (59.65) (37.07)

(Decrease)/ increase in other short-term provisions (30.14) 19.39

(Increase)/ decrease in trade receivables (5,682.76) (7,537.70)

(Increase)/ decrease in inventories 710.17 (2,757.65)

(Increase)/ decrease in other non current assets 101.25 (105.31)

(Increase)/ decrease in other current assets (203.53) (490.21)

(Increase)/ decrease in long-term loans and advances (45.73) 4.95

(Increase)/ decrease in short-term loans and advances (883.28) 61.39

Cash generated from operations 1,509.72 (1,717.11)

Direct taxes paid (705.53) (76.86)

Net cash flow from/(used in) operating activities (A) 804.19 (1,793.97)

Cash flows from investing activities

Capital expenditure on fixed assets, including capital advances (2,863.37) (3,140.60)

Bank Accounts not considered as Cash and Cash equivalents 927.29 539.84

Interest received 49.55 121.56

Purchase of long-term investments -Associate (0.12) -

Net cash used in investing activities (B) (1,886.65) (2,479.20)

Cash flow from financing activities

Proceeds from issue of equity shares 0.20 -

Proceeds from long-term borrowings 1,500.00 3,010.05

Repayment of long-term borrowings (2,691.62) (1,349.54)

Dividend paid (0.01) (0.10)

Increase in short-term borrowings 4,866.39 4,958.41

Interest paid (2,575.03) (2,582.00)

Net cash from financing activities (C) 1,099.93 4,036.82

Net increase/(decrease) in cash and cash equivalents (A+B+C) 17.47 (236.35)

Cash and cash equivalents at the beginning of the year 39.68 276.03



Consolidated Cash flow statement (Contd.) ` in lacs


Notes:-

1. Cash Flow Statement has been prepared under the Indirect method as

set out in the Accounting Standard 3 on Cash Flow Statements.

2. Reconciliation of Cash and cash equivalents at the end of the year

with Cash and bank balances as per Note 17 :-

Cash and bank balances as per Note 17: 118.27 1,028.09

Less: Balances in earmarked accounts


Balances held as margin money or security against borrowings,

guarantees and other commitments 54.77 982.05

61.12 988.41








Notes forming part of the consolidated financial statements

Note 1: Significant accounting policies

i. Basis of accounting and preparation of consolidated financial statements

The consolidated financial statements of Sabero Organics Gujarat Limited ("the Company") and its subsidiaries (together

'the Group') have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP)

to comply with the Accounting Standards notified under Section 211(3C) of the Companies Act, 1956 ("the 1956 Act")

(which continue to be applicable in respect of Section 133 of the Companies Act, 2013 ("the 2013 Act") in terms of

General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs) and the relevant provisions of

the 1956 Act/ 2013 Act, as applicable. The financial statements have been prepared on accrual basis under the historical

cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those

followed in the previous year.

ii. Principles of consolidation

The consolidated financial statements relate to Sabero Organics Gujarat Limited (the 'Company'), its subsidiary companies

and the Group's share of profit / loss in its associate. The consolidated financial statements have been prepared on the

following basis:

1) The financial statements of the subsidiary companies and associate used in the consolidation are drawn upto the

same reporting date as that of the Company i.e., 31 March, 2014, except for one associate in the previous year as

mentioned in ii.9 below for which financial statements as on reporting date were not available. These have been

consolidated based on latest available financial statements.

2) The financial statements of the Company and its subsidiary companies have been combined on a line-by-line basis

by adding together like items of assets, liabilities, income and expenses, after eliminating intra-group balances,

intra-group transactions and resulting Unrealised profits or losses, unless cost cannot be recovered.

3) The consolidated financial statements include the share of profit / loss of the associate company which have been

accounted for using equity method as per AS 23 Accounting for Investments in Associates in Consolidated Financial

Statements. Accordingly, the share of profit/ loss of the associate company (the loss being restricted to the cost of

investment) has been added to / deducted from the cost of investments.

4) The excess of cost to the Group of its investments in the subsidiary companies over its share of equity of the

subsidiary companies, at the dates on which the investments in the subsidiary companies were made, is recognised

as 'Goodwill' being an asset in the consolidated financial statements and is tested for impairment on annual basis.

Alternatively, where the share of equity in the subsidiary companies as on the date of investment is in excess of

cost of investments of the Group, it is recognised as 'Capital Reserve' and shown under the head 'Reserves &

Surplus', in the consolidated financial statements.

5) Minority Interest in the net assets of the consolidated subsidiaries consist of the amount of equity attributable to

the minority shareholders at the date on which investments in the subsidiary companies were made and further

movements in their share in the equity, subsequent to the dates of investments. Net profit / loss for the year of the

subsidiaries attributable to minority interest is identified and adjusted against the profit after tax of the Group in

order to arrive at the income attributable to shareholders of the Company.

6) The difference between the cost of investment in the associate and the share of net assets at the time of acquisition

of shares in the associate is identified in the consolidated financial statements as Goodwill or Capital reserve as

the case may be.

7) Goodwill arising on consolidation is not amortised but tested for impairment.


8) Following subsidiary companies and associate have been considered in the preparation of the consolidated financial

statements:

Name of the Entity Relationship Country of % of holding and voting powerIncorporation either directly or indirectly

through subsidiaries

As at As at31 March 2014 31 March2013

Sabero Australia Pty Ltd. Subsidiary Australia 100.00 100.00

Sabero Europe B.V. Subsidiary Netherlands 100.00 100.00

Sabero Organics America S.A. Subsidiary Brazil 99.94 99.94

Sabero Organics Mexico S.A DE C.V. Subsidiary Mexico 99.99 -

Sabero Argentina S.A. Subsidiary Argentina 95.00 95.00

Sabero Organics Philippines Asia Inc. Associate Philippines 39.75 39.75

The consolidated financial statements have been prepared using uniform accounting policies for like transactions

and other events in similar circumstances and are presented to the extent possible, in the same manner as the

Company's separate financial statements.

9) The list of an associate, whose financial statements used in the consolidation is drawn upto a date which is

different from the reporting date of the Company.

Name of the entity Relationship Relationship Reporting date of the financial statements

used in consolidation

As at As at31 March 2014 31 March2013

Sabero Organics Philippines Asia Inc. Associate March 31, 2014 December 31, 2012

iii. Use of Estimates

The preparation of the consolidated financial statements in conformity with Indian GAAP requires the Management to

make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent

liabilities) and the reported income and expenses during the year.The Management believes that the estimates used in

preparation of the consolidated financial statements are prudent and reasonable. Future results could differ due to these

estimates and the differences between the actual results and the estimates are recognised in the periods in which the

results are known / materialise.

iv. Inventories

Inventories are valued at the lower of cost (on moving weighted average basis) and the net realisable value after

providing for obsolescence and other losses, where considered necessary. Cost includes all charges in bringing the goods

to the point of sale, including octroi and other levies, transit insurance and receiving charges. Work-in-progress and

finished goods include appropriate proportion of overheads and, where applicable, excise duty.

v. Cash and cash equivalents (for purposes of Cash Flow Statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an

original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible

into known amounts of cash and which are subject to insignificant risk of changes in value.

vi. Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted

for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments.

The cash flows from operating, investing and financing activities of the Group are segregated based on the available

information.



vii. Depreciation and amortisation

Depreciation has been provided on the straight-line method as per the rates prescribed in Schedule XIV to the CompaniesAct, 1956. Continuous process plants are classified on technical assessment and depreciation provided accordingly.

Leasehold land is amortised on a straight line basis over the lease period.Intangible assets are amortised on straight linebasis over their estimated useful life.Intangible Assets are amortised on straight line basis over their estimated useful life.The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financialyear and the amortisation method is revised to reflect the changed pattern.

viii. Revenue Recognition

Sales are recognised, net of returns and trade discounts, on transfer of significant risks and rewards of ownership to thebuyer, which generally coincides with the delivery of goods to customers. Sales include excise duty but exclude sales taxand value added tax.

ix. Other income

Interest income is recognised on accrual basis.

x. Tangible fixed assets

Fixed assets are carried at cost less accumulated depreciation and impairment losses, if any. The cost of fixed assetscomprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than thosesubsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready forits intended use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying fixedassets up to the date the asset is ready for its intended use. Machinery spares which can be used only in connection withan item of fixed asset and whose use is expected to be irregular are capitalised and depreciated over the useful life of theprincipal item of the relevant assets. Subsequent expenditure on fixed assets after its purchase / completion is capitalisedonly if such expenditure results in an increase in the future benefits from such asset beyond its previously assessedstandard of performance.

Fixed assets acquired and put to use for project purpose are capitalised and depreciation thereon is included in theproject cost till commissioning of the project.

xi. Capital work-in-progress:

Projects under which tangible fixed assets are not yet ready for their intended use are carried at cost, comprising directcost, related incidental expenses and attributable interest.

xii. Intangible assets

Intangible assets are carried at cost, net of accumulated amortisation and impairment losses, if any. The cost of anintangible asset comprises of purchase price, attributable expenditure on making the asset ready for its intended use.

xiii. Foreign currency transactions and translations

Initial recognition:

a. Transactions in foreign currencies entered into by the Group are accounted at the exchange rates prevailing on thedate of the transaction or at rates that closely approximate the rate at the date of the transaction.

b. Integral foreign operations:

Transactions in foreign currencies entered into by the Group's integral foreign operations are accounted at theexchange rates prevailing on the date of the transaction or at rates that closely approximate the rate at the dateof the transaction.

c. Net investment in non-integral foreign operations:

Net investment in non-integral foreign operations is accounted at the exchange prevailing on the date of thetransaction or at rates that closely approximate the rate at the date of the transaction.


Transactions of non-integral foreign operations are translated at the exchange rates prevailing on the date of thetransaction or at rates that closely approximate the rate at the date of the transaction.




Measurement at the Balance Sheet date:

a. Foreign currency monetary items of the Group outstanding at the Balance Sheet date are restated at the year-endrates. Non-monetary items of the Group are carried at historical cost.

b. Net investment in non-integral foreign operations:

Foreign currency monetary items (other than derivative contracts) of the Group's net investment in non-integralforeign operations outstanding at the balance sheet date are restated at the year-end rates

c. Integral foreign operations:

Foreign currency monetary items (other than derivative contracts) of the Group's integral foreign operationsoutstanding at the balance sheet date are restated at the year-end rates. Non-monetary items of the Group'sintegral foreign operations are carried at historical cost.


All assets and liabilities of non-integral foreign operations are translated at the year-end rates.

xiv. Accounting for forward contracts

Premium/discount on forward exchange contracts, which are not intended for trading or speculation purposes, areamortised over the period of the contracts if such contracts relate to monetary items as at the Balance Sheet date.

xv. Hedge Accounting

The Group uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuationsrelating to highly probable forecast transactions. The Group designates such forward contracts in a cash flow hedgingrelationship by applying the hedge accounting principles set out in "Accounting Standard 30 Financial Instruments:Recognition and Measurement" issued by the ICAI. These forward contracts are stated at fair value at each reportingdate. Changes in the fair value of these forward contracts that are designated and effective as hedges of future cashflows are recognised directly in "Hedging reserve account" under Reserves and surplus, net of applicable deferred incometaxes and the ineffective portion is recognised immediately in the Consolidated Statement of Profit and Loss. Amountsaccumulated in the "Hedging reserve account" are reclassified to the Consolidated Statement of Profit and Loss in thesame periods during which the forecasted transaction affects profit or loss. Hedge accounting is discontinued when thehedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. For forecastedtransactions, any cumulative gain or loss on the hedging instrument recognised in "Hedging reserve account" is retaineduntil the forecasted transaction occurs. If the forecasted transaction is no longer expected to occur, the net cumulativegain or loss recognised in "Hedging reserve account" is immediately transferred to the Consolidated Statement of Profitand Loss.

xvi. Government grants and export incentives

Government grants in the nature of promoters' contribution like investment subsidy, where no repayment is ordinarilyexpected in respect thereof, are treated as capital reserve.

Grants relating to Fixed assets in the nature of project capital subsidy are credited to Capital reserve.

Export benefits are accounted for in the year of exports based on eligibility and when there is no uncertainty in receivingthe same.

xvii. Investment

Investments, which are readily realisable and are intended to be held for not more than one year from the date on whichsuch investments are made, are classified as current investments. All other investments are classified as long-terminvestments.

Long-term investments are valued at cost less provision for diminution other than temporary, in the value of suchinvestments. Current investments are valued at lower of cost and fair value.

xviii. Employee benefits

Employee benefits include provident fund, employee state insurance scheme, gratuity fund and compensated absences.

a. Defined contribution plans

The contribution to provident fund and employee state insurance scheme are considered as defined contributionplans and are charged as an expense based on the amount of contribution required to be made.


b. Defined benefit plans

For defined benefit plans in the form of gratuity fund, the cost of providing benefits is determined using theProjected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date. Actuarialgains and losses are recognised in the Consolidated Statement of Profit and Loss in the period in which they occur.Past service cost is recognised immediately to the extent that the benefits are already vested and otherwise isamortised on a straight-line basis over the average period until the benefits become vested. The retirementbenefit obligation recognised in the Consolidated Balance Sheet represents the present value of the definedbenefit obligation as adjusted for unrecognised past service cost, as reduced by the fair value of scheme assets.Any asset resulting from this calculation is limited to past service cost, plus the present value of available refundsand reductions in future contributions to the schemes.

c. Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the servicesrendered by employees are recognised during the year when the employees render the service. These benefitsinclude compensated absences which are expected to occur within twelve months after the end of the period inwhich the employee renders the related service.

The cost of short-term compensated absences is accounted as under:

� in case of accumulated compensated absences, when employees render the services that increase theirentitlement of future compensated absences; and

� in case of non-accumulating compensated absences, when the absences occur.

d. Long-term employee benefits

Compensated absences which are not expected to occur within twelve months after the end of the period in whichthe employee renders the related service are recognised as a liability at the present value of the defined benefitobligation as at the balance sheet date less the fair value of the plan assets out of which the obligations areexpected to be settled.

xix. Borrowing Costs:

Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreigncurrency borrowings to the extent they are regarded as an adjustment to the interest cost. Costs in connection with theborrowing of funds to the extent not directly related to the acquisition of qualifying assets are charged to the ConsolidatedStatement of Profit and Loss over the tenure of the loan. Borrowing costs, allocated to and utilised for qualifying assets,pertaining to the period from commencement of activities relating to construction / development of the qualifying assetupto the date of capitalisation of such asset is added to the cost of the assets. Capitalisation of borrowing costs issuspended and charged to the Consolidated Statement of Profit and Loss during extended periods when active developmentactivity on the qualifying assets is interrupted.

xx. Segment reporting

The Group identifies primary segments based on the dominant source, nature of risks and returns and the internalorganisation and management structure. The operating segments are the segments for which separate financial informationis available and for which operating profit / loss amounts are evaluated regularly by the executive Management indeciding how to allocate resources and in assessing performance.

xxi. Leases

The Group's significant leasing arrangements are in respect of operating leases for premises that are cancellable innature. The lease rental paid under such agreements are charged to the Consolidated Statement of Profit and Loss onstraight line basis.

xxii. Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinaryitems, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per shareis computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) asadjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to thedilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earningsper share and the weighted average number of equity shares which could have been issued on the conversion of alldilutive potential equity shares.



xxiii. Taxes on income

Current tax is determined as the amount of tax payable on the taxable income for the year as determined in accordance

with the provisions of the Income Tax Act, 1961.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of

adjustment to future income tax liability, is considered as an asset, if there is convincing evidence that the entity will pay

normal income tax. Accordingly, MAT is recognised as an asset in the Consolidated Balance Sheet when it is probable that

future economic benefit associated with it will flow to the entity.

Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting

income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is

measured using the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deferred tax

liabilities are recognised for all timing differences. Deferred tax assets are recognised for timing differences of items other

than unabsorbed depreciation and carry forward losses only to the extent that reasonable certainty exists that sufficient

future taxable income will be available against which these can be realised. However, if there are unabsorbed depreciation

and carry forward of losses, deferred tax assets are recognised only if there is virtual certainty that there will be sufficient

future taxable income available to realise the assets. Deferred tax assets and liabilities are offset if such items relate to

taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off.

Deferred tax assets are reviewed at each balance sheet date for their realisability.

xxiv. Research and development expenses

Revenue expenditure pertaining to research is charged to the Consolidated Statement of Profit and Loss. Development

costs of products are also charged to the Consolidated Statement of Profit and Loss unless a product's technical feasibility

has been established, in which case such expenditure is capitalised. The amount capitalised comprises expenditure that

can be directly attributed or allocated on a reasonable and consistent basis to creating, producing and making the asset

ready for its intended use. Fixed assets utilised for research and development are capitalised and depreciated in accordance

with the policies stated for Fixed Assets.

xxv. Impairment of assets

The carrying values of assets / cash generating units at each Balance Sheet date are reviewed for impairment. If any

indication of impairment exists, the recoverable amount of such assets is estimated and impairment is recognised, if the

carrying amount of these assets exceeds their recoverable amount. The recoverable amount is the greater of the net

selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value

based on an appropriate discount factor. When there is indication that an impairment loss recognised for an asset in

earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the

Consolidated Statement of Profit and Loss, except in case of revalued assets.

xxvi. Provisions and contingencies

A provision is recognised when the Group has a present obligation as a result of past events and it is probable that an

outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made.

Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the

best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date

and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes. Contingent assets are

neither recognised nor disclosed in the consolidated financial statements.

xxvii. Insurance claims

Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that there

is no uncertainty in receiving the claims.

xxviii.Service tax input credit

Service tax input credit is accounted for in the books in the period in which the underlying service received is accounted

and when there is no uncertainty in availing / utilising the credits.

xxix. Operating Cycle

Based on the nature of products / activities of the Group and the normal time between acquisition of assets and their

realisation in cash or cash equivalents, the Group has determined its operating cycle as 12 months for the purpose of

classification of its assets and liabilities as current and non-current.



Notes forming part of the consolidated financial statements` in lacs


Note 2: Share capital

Authorised:

36,000,000 (2013:36,000,000)Equity Shares of ` 10/- each 3,600.00 3,600.00

Issued:


Subscribed and Paid-up

Fully paid shares

33,851,097 (2013:33,847,787) Equity Shares of ` 10/- each 3385.11 3,384.78

Partly paid shares

Nil (2013:18,290) of ` 4/- each (Refer Note No. (vi) below) - 0.73

3,385.11 3,385.51

Notes:

(i) Reconciliation of number of Equity shares and amount outstanding at the beginning and at the end of the year:


Number of shares ` in lacs Number of shares ` in lacs

Per last Balance sheet-fully paid 33,847,787 3,384.78 33,847,787 3,384.78

Add: converted into fully paid during the year 3,310 0.33 - -

33,851,097 3,385.11 33,847,787 3,384.78

Per last Balance sheet-partly paid 18,290 0.73 18,290 0.73

Less:Shares forfeited 14,980 0.60 - -

Less: Converted to fully paid during the year 3,310 0.13 - -

Calls in arrears - - 18,290 0.73

Outstanding at the end of the year 33,851,097 3,385.11 33,866,077 3,385.51

(ii) Rights, preferences and restrictions attached to equity shares

The Company has one class of equity shares having a face value of ` 10 /- each. Each shareholder is eligible for one voteper share held. The dividend (if any) proposed by the Board of directors is subject to the approval of the shareholders in theensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation, the equity shareholdersare eligible to receive the remaining assets of the company in proportion to their shareholdings.

(iii) Details of shares held by the holding company, the ultimate holding company, their subsidiaries and associates :

As at 31 March

2014 2013

(a) Coromandel International Limited (Holding Company) 25,356,361 24,798,112

(b) Parry Chemicals Limited (Subsidiary of Holding Company) - 558,249

(c) Pressmet Private Limited 11,926 11,926

(iv) Shares held by each shareholder holding more than 5% of equity share capital :


Number of shares % Number of shares %

(a) Coromandel International Limited

(Holding Company) 25,356,361 74.91% 24,798,112 73.22%

(v) The Company has not issued or allotted any shares pursuant to contracts without consideration being received in cash or

by way of bonus shares during immediately preceding five years.

(vi) 14,980 (2013 :Nil) equity shares of ` 10 each, ` 4/- each paid up, with voting rights were forfeited during the current year.


Notes forming part of the consolidated financial statements ` in lacs


Note 3: Reserves and surplus

i) Capital reserve (Government subsidy)

Per last Balance Sheet 24.46 24.46Add: transfer of amount from share forfeited account 0.60 -

25.06 24.46ii) Securities premium account


iii) General reserve


iv) Foreign Currency Translation Reserve

Per last Balance Sheet 113.62 147.88Add/(Less) Effect of foreign exchange rate variation during the year 46.30 (34.26)

159.92 113.62v) Surplus in the Consolidated Statement of Profit and Loss

Per last Balance Sheet 996.20 228.99Add: Profit for the year 3,230.64 767.21

4,226.84 996.20vi) Hedging reserve account

Created during the year (966.94) -Add: Effect of foreign exchange rate variations on hedging instruments

outstanding at the end of the year - -Transferred to Consolidated Statement of Profit and Loss 966.94 -

- -

6,947.75 3,670.21

Note 4: Long-term borrowings

Non-current portion Current portion

As at As at As at As at31 March 2014 31 March 2013 31 March 2014 31 March 2013

Long-term borrowings (Secured)

Term loans

From banks {Refer Note (i) below} 3,680.12 6,504.60 3,208.70 3,149.68

From Non Banking Finance Company

{Refer Note (iii) below} 0.24 2.63 1.35 2.69

Long-term borrowings (Unsecured)

From bank {Refer Note (ii)} - - 1,500.00 -

3,680.36 6,507.23 4,710.05 3,152.37

Notes:

Security

(i) Rupee Term Loans of Company from Axis Bank & Exim Bank, ECB from Axis Bank, FC Term Loan from Exim Bank andWorking Capital Term Loan from Ratnakar Bank are secured by way of pari passu first charge on the entire fixed assets andsecond pari passu on the entire current assets of th Company.

(ii) Loan of Company from Deutsche Bank is unsecured.

(iii) Loans of Company from Non banking finance companies are secured by way of hypothecation of vehicles acquired.

(iv) Rupee Term Loans are in the range of 11% p.a. to 12.75% p.a. and Foreign Currency Term Loans are in the range of 3.40%p.a. to 4.90% p.a.

` in lacs




Note 5: Deferred tax assets/liabilities

Deferred tax liabilities

On difference between book balance and tax balance of fixed assets 2,209.95 1,518.27

2,209.95 1,518.27

Deferred tax assets

Provision for doubtful trade receivable/advances/obsolete stocks 178.78 200.17

Provision for compensated absences, gratuity and other employee benefits 43.12 48.72

Brought forward business losses (Refer Note below) 1,795.88 1,269.38

2,017.78 1,518.27

192.17 -

Note :

For the year ended 31st March 2013, in the absence of virtual certainty regarding availability of sufficient future taxable income,the recognition of Deferred tax assets on carry forward of unabsorbed depreciation/business loss is restricted to amount ofclosing deferred tax liability.

Note 6: Long-term provisions


Gratuity - 51.94


35.49 95.14

Note 7: Short-term borrowings

From banks (Secured)

Cash Credit facilities {Refer (a) (i) below} 8,835.98 6,103.69

Packing credit {Refer (a) (ii) below} - 2,396.34

Buyers credit{Refer (a) (iii) below} 1,852.87 2,605.22

10,688.85 11,105.25

From Banks (Unsecured)

Packing credit 6,869.25 2,498.96

Buyers credit 3,744.29 1,591.33

Short term loan - -

10,613.54 4,090.29

Other loans (Unsecured)

Commercial paper (maximum balance outstanding during the year ` 12,000 lacs

(2013 - ` 5,000 lacs) 2,500.00 2,500.00

Inter Corporate Deposit from related party (Refer Note No. 33) - 1,500.00

23,802.39 19,195.54Note:

Security

(i) First pari passu charge on the entire current assets (including Hypothecation of Stock & book debts) both present andfuture and second pari passu charge on all the fixed assets of the Company, excluding vehicles financed by their lenders.

(ii) Rupee Working Capital of the Company is in the range of 10% p.a. to 11% p.a.

(iii) Foreign Currency Working Capital of the Company (PCFC/Buyers Credit) is in the range of 1.18% p.a. to 3.45% p.a.




Note 8: Trade payables

Acceptances 7,065.74 3,606.65

Other than acceptances 8,032.26 10,991.56

15,098.00 14,598.21

Note 9: Other current liabilities

Current maturities of long-term debt (Refer Note 4) 4,710.05 3,152.37

Payables on purchase of fixed assets 106.67 354.83

Interest accrued but not due on borrowings 41.60 21.50

Unclaimed dividends 6.35 6.36

Excise duty on closing stock 186.81 519.17

Security and trade deposits 7.62 79.34

Other Liabilities (including statutory remittances) 40.18 50.12

5,099.28 4,183.69

Note 10: Short-term provisions


Gratuity - 27.57


Provision for taxes

Income tax 32.17 21.37

Wealth tax 4.11 4.28

48.11 67.62



Note 11: Fixed assets

` in lacs


Balance Additions Disposals Effect of Balance Balance Depreciation/ Eliminated Balance Balance Balance

As at translation As at As at Amortisation on disposal As at As at As at


2013 2014 2013 for the year 2014 2014 2013

(i) TANGIBLE ASSETS

Freehold Land 7.28 - - 7.28 - - - - 7.28 7.28

Leasehold Land 129.29 519.67 - 648.96 16.68 14.32 - 31.00 617.96 112.61

Building 3,865.69 859.24 146.79 4,578.14 870.26 139.13 67.41 941.98 3,636.16 2,995.43

Plant & Machinery 18,652.93 1,215.62 373.03 (0.61) 19,494.91 7,541.93 1,041.75 281.89 8,301.79 11,193.12 11,111.00

Furniture & Fixtures 3.42 11.10 - 14.52 0.37 0.65 - 1.02 13.50 3.05

Vehicles 50.40 - - 50.40 33.47 4.79 - 38.26 12.14 16.93

Computer 204.65 31.20 - 235.85 160.96 14.19 - 175.15 60.70 43.69

Office Equipment 16.33 29.68 - 46.01 1.54 2.02 - 3.56 42.45 14.79

Total (A) 22,929.99 2,666.51 519.82 (0.61) 25,076.07 8,625.21 1,216.85 349.30 9,492.76 15,583.31 14,304.78


Software(acquired) 143.24 1.63 - 144.87 73.96 23.75 - 97.71 47.16 69.28

Product Development

(self generated) 1,364.13 56.72 - 0.36 1,421.21 265.59 112.70 - 378.29 1,042.92 1,098.54

Total (B) 1,507.37 58.35 - 0.36 1,566.08 339.55 136.45 - 476.00 1,090.08 1,167.82

Total (A+B) 24,437.36 2,724.86 519.82 (0.25) 26,642.15 8,964.76 1,353.30 349.30 9,968.76 16,673.39 15,472.60

(iii) Capital work-in-progress 3,755.85 979.10 771.10 3,963.85 - - - - 3,963.85 3,755.85


under development 586.75 252.07 56.72 782.10 - - - - 782.10 586.75

Grand Total 28,779.96 3,956.03 1,347.64 (0.25) 31,388.10 8,964.76 1,353.30 349.30 9,968.76 21,419.34 19,815.20

Previous Year 25,155.92 4,280.83 656.79 - 28,779.96 7,827.59 1,137.17 - 8,964.76 19,815.20 -

Note:

Refer note 37 for pre-operative expenses on projects, included in capital work-in-progress.



Note 11: Fixed assets (Previous Year)` in lacs


Balance Additions Disposals Effect of Balance Balance Depreciation/ Eliminated Balance Balance Balance

As at translation As at As at Amortisation on disposal As at As at As at


2012 2013 2012 for the year 2013 2013 2012

(i) TANGIBLE ASSETS

Freehold Land 7.28 – – – 7.28 – – – – 7.28 7.28

Leasehold Land 129.29 – – – 129.29 15.37 1.31 – 16.68 112.61 113.92

Building 3,370.88 494.81 – – 3,865.69 747.91 122.35 – 870.26 2,995.43 2,622.97

Plant & Machinery 15,387.86 3,265.07 – – 18,652.93 6,625.44 916.49 – 7,541.93 11,111.00 8,762.42

Furniture & Fixtures 3.27 0.15 – – 3.42 0.20 0.17 – 0.37 3.05 3.07

Vehicles 50.40 – – – 50.40 28.68 4.79 – 33.47 16.93 21.72

Computer 199.91 4.74 – – 204.65 149.90 11.06 – 160.96 43.69 50.01


Total (A) 19,163.47 3,766.52 – – 22,929.99 7,568.12 1,057.09 – 8,625.21 14,304.78 11,595.35


Software (acquired) 125.01 18.23 – – 143.24 52.29 21.67 – 73.96 69.28 72.72

Product Development

(self generated) 1,267.04 97.09 – – 1,364.13 207.18 58.41 – 265.59 1,098.54 1,059.86

Total (B) 1,392.05 115.32 – – 1,507.37 259.47 80.08 – 339.55 1,167.82 1,132.58

Total (A+B) 20,555.52 3,881.84 – – 24,437.36 7,827.59 1,137.17 – 8,964.76 15,472.60 12,727.93

(iii) Capital work–in–progress 4,412.64 – 656.79 – 3,755.85 – – – – 3,755.85 4,412.64


under development 187.76 398.99 – – 586.75 – – – – 586.75 187.76

Grand Total 25,155.92 4,280.83 656.79 – 28,779.96 7,827.59 1,137.17 – 8,964.76 19,815.20 17,328.33

Previous Year 20,631.19 5,167.48 642.75 – 25,155.92 6,988.17 1,103.93 264.51 7,827.59 17,328.33 –

Note:

Refer note 37 for pre-operative expenses on projects, included in capital work-in-progress.




Note 12: Non-current investments

Trade Investments(At cost)

Associate-Unquoted

Sabero Organics Philippines Asia Inc.

318 (2013: Nil) Equity Shares of PHP$ 100/- each fully paid up 0.12 -

Non trade Investment (At cost)

Government Securities (face value ` 0.88 lacs (2013: ` 0.88 Lacs) 0.88 0.88

1.00 0.88

Note 13: Long-term loans and advances


Capital advances 626.21 968.44

Security deposits 326.83 281.10

Advance income tax (net of Provisions ` 21.37 lacs, 2013: Nil) 291.20 292.84

Mat Credit entitlement 704.61 -

1,948.85 1,542.38

Note 14: Other non-current assets


Share application money pending allotment with subsidiaries and associate 0.01 130.14

(Refer Note no. 33)

Advances given to associate 6.42 -

Group gratuity fund with LIC of India 22.46 -

28.89 130.14

Note 15: Inventories

(At lower of cost and net realisable value)

Raw materials (including packing materials) 5,278.49 3,612.12



Stores & spares 224.04 214.78

8,045.23 8,755.40




Note 16 : Trade receivables

Trade receivable outstanding for a period exceeding six months from thedate they were due for payment:

-Secured, considered good - 33.54

-Unsecured, considered good 298.22 1,365.67

-Unsecured, considered doubtful 379.50 275.73

677.72 1,674.94

Less: Provision for doubtful trade receivable 379.50 275.73

298.22 1,399.21

Other trade receivables

-Unsecured, considered good 19,813.49 13,381.12

20,111.71 14,780.33Note 17: Cash and bank balances

A. Cash and cash equivalents

(a) Cash on hand 6.73 6.13

(b) Balances with bank in current accounts 50.42 33.55

Total cash and cash equivalents (A) 57.15 39.68

B. Other bank balances

In earmarked accounts:-


Balances held as margin money or security against

borrowings, guarantees and other commitments 54.77 982.05

Total other bank balances (B) 61.12 988.41

Total cash and bank balances (A+B) 118.27 1,028.09

Note 18: Short term loans and advancesAdvances to suppliers 27.49 253.89(Unsecured, considered doubtful)

Less: Provision for doubtful advances (27.49) (253.89)

- -(Unsecured, considered good)

Balances with government authorities:

CENVAT credit/service tax receivable 2,776.44 2,542.25

VAT credit receivable 1,835.70 1,495.15

Prepaid expenses 29.37 22.13

Insurance claims receivable 586.29 427.52

(Gross ` 705.29 lacs, provision - ` 119 lacs, 2013: Gross ` 427.52, provision- Nil)

Other advances 32.79 9.26

5,260.59 4,496.31

5,260.59 4,496.31

Note 19: Other current assets

Export incentives receivable 1,340.47 1,136.94

Interest accrued on margin deposits 13.86 16.79

1,354.33 1,153.73




Note 20: Revenue from operations

Revenue from operations

Sale of products (gross) 73,400.98 51,884.14


Sale of products (net)(Refer Note (i) below) 69,963.94 49,185.56

Other operating revenues

-Export incentives 2,135.86 1,751.08

-Prior period income-export incentives (Refer Note (ii) below) - 193.76

-Sale of scrap 296.77 352.53

72,396.57 51,482.93

Note :-

(i) Sale of products comprises

(a) Manufactured products

Inorganic chemicals 346.59 325.40

Organic chemicals 2,534.59 1,765.03

Crop protection chemicals 66,710.55 46,822.77

Total - Sale of manufactured products 69,591.73 48,913.20

(b) Traded goods

Crop protection chemicals 372.21 272.36

Total - Sale of traded products 372.21 272.36

Total Sale of products 69,963.94 49,185.56

(ii) Export Incentives of ` 193.76 lacs in respect of exports made in earlier years.

Note 21: Other income

Interest income- bank deposits 46.62 85.74

Others 72.17 9.01

118.79 94.75

Note 22: Cost of materials consumed

Opening stock 3,612.12 2,535.79

Add: Purchases 47,432.25 35,522.31

51,044.37 38,058.10

Less: Closing stock 5,278.49 3,612.12

Cost of material consumed 45,765.88 34,445.98

Note:-

Material consumed comprise:

Carbon Disulfide 4,081.49 3,896.29

Ethyenediamine 4,024.69 3,677.83

Di-methyl Phosphoro Amidothioate 2,480.29 3,026.32

Others 35,179.41 23,845.54

45,765.88 34,445.98




Note 23: Purchase of stock in trade

Crop protection chemicals 246.88 172.46

246.88 172.46

Note 24: Change in inventories of finished goods, work-in-progress and stock-in-trade

Stock as at 1 April


Stock in trade - 41.29


4,928.50 3,271.87

Stock as at 31 March


Stock in trade - -


2,542.70 4,928.50

Net (increase)/decrease 2,385.80 (1,656.63)

Note 25: Employee benefits expense

Salaries and wages 2,214.31 1,959.58

Contribution to provident and other funds 108.05 89.72

Staff welfare expenses 86.76 62.69

2,409.12 2,111.99

Note 26: Finance costs

Interest expense on:

Term loans 826.93 912.34

Other borrowings 1,768.20 1,910.54

Other borrowing costs 227.66 180.73

Net loss on exchange differences considered as finance costs 215.98 228.84

3,038.77 3,232.45

Less: Capitalised - 242.58

3,038.77 2,989.87




Note 27: Other expenses

Consumption of stores and spare parts 607.85 623.36

Sub contracting charges 784.41 553.45

Effluent treatment cost 416.03 45.56

Power, fuel and water 6,722.31 6,358.77

Rent 108.49 100.81

Repairs to

Building 11.57 26.34

Plant and machinery 346.43 299.23

Others 25.25 14.25

Insurance 95.79 94.66

Rates and taxes 39.87 36.52

Freight and distribution 2,103.42 1,907.38

Commission on sales 651.93 345.12

Payment to auditors (Refer Note below) 19.77 14.50

Directors' sitting fees 4.40 4.75

Provision for doubtful trade receivables 103.77 52.95



Bad trade and other receivables, loans and advances written off 60.40 0.01

Net (gain)/loss on foreign currency translation and translations 145.82 (194.80)

Miscellaneous expenses 1,516.02 1,116.13

13,882.53 11,430.38

Note:-

Payment to the auditors comprise (net of service tax input credit)

(a) To statutory auditors

Audit fees 8.00 6.00

Tax Audit Fee 1.50 0.85

Limited review 6.00 5.00

Other services 2.27 1.15

17.77 13.00

(b) To cost auditors for cost audit 2.00 1.50

19.77 14.50



28. Amalgamation

The Board of Directors of the Company and Coromandel

International Limited (Coromandel), its holding Company,

in their meetings held on 24th January 2014, have

approved a Scheme of Amalgamation under Sections

391 and 394 of the Companies Act, 1956 ('the scheme')

for amalgamation of the Company with Coromandel

subject to the approval of the stock exchanges, the

respective shareholders and the creditors, the concerned

High courts and other regulations. The Company has

received the 'NOC' from the stock exchanges and is in

the process of filing application before the High Court.As

per the Scheme, the Appointed/Transfer date of

amalgamation is 1st April 2014 and on the Record Date

to be fixed after receipt of all approvals, the public

shareholders of Sabero shall be issued 5 equity shares

of ` 1 each in Coromandel for every 8 equity shares of

` 10 each held in the Company.

29. Contingent liabilities and commitments:

a) Contingent Liabilities :

i. Claims against the Group not acknowledged as

debts

` in lacs


2014 2013

Income tax (*) 714.31 621.04

Sales tax - 148.22

Excise matters 97.73 67.70

Legal cases 110.20 136.72

(*) During the year ending 31.3.2014, the Company

received orders from ITAT in its favour against

earlier demands amounting to ` 140.30 lacs,

relating to assessment years 2002-2003 and 2004-

2005. Consequent to this the same is not reckoned

as contingent liability while the appeal for

withdrawal of penalty is to be heard by ITAT.

The amounts shown above represent the best

estimate and the uncertainties are dependent on

the outcome of the legal processes initiated by the

Company or the claimant as the case may be.

It is not practicable for the Group to estimate the

timings of cash flow, if any, in respect of the above.

ii. Bills discounted and outstanding: ` Nil lacs

(2013 - ` 660.00 lacs), since realized ` Nil lacs

(2013 - ` 92.73 lacs).

b) Commitments :` in lacs


2014 2013

Estimated amount of 1,370.48 1,579.38contracts remainingto be executed oncapital account(net of advances)and not provided for

30. Forward exchange contracts, which are not intended

for trading or speculative purposes but for hedge

purposes to establish the amount of reporting currency

required or available at the settlement date of certain

payables and receivables.

Outstanding forward exchange contracts entered into

by the Company


Value/US$ ` in lacs Value/US$ ` in lacs

(in lacs) (in lacs)

Buy Forward 64.48 3,863.73 42.59 2,312.31

Sell Forward 45.16 2,705.68 36.58 1,985.73

The year-end foreign currency exposures that have not

been hedged by a derivative instrument or otherwise

are given below:

Particulars Currency As at As at31 March 2014 31 March 2013

Value/FC ` in lacs Value/FC ` in lacs

(in lacs) (in lacs)

Payables USD 49.52 2,967.24 44.52 2,418.00

EUR 1.93 158.50 2.12 147.34

GBP(10)* 0.00 0.01 0.13 10.66

PHP - - 1.24 1.65

AUD - - 0.03 1.61

Total 3,125.75 2,579.26

Buyers Credit USD 29.24 1,751.79 27.12 1,472.69

EUR 3.81 313.74 11.07 769.88

Total 2,065.53 2,242.57

Borrowing USD 35.00 2,097.14 51.00 2,769.69

PCFC USD 90.00 5,392.80 5.69 308.97

Total 7,489.94 3,078.66

Receivables USD 170.51 10,215.38 91.05 4,943.25

EUR 0.02 2.00 0.87 60.68

Total 10,217.38 5,003.93

*GBP (2014-10)



31. Employee Benefits

a. Defined contribution plan

The Group makes contributions towards providentfund to a defined contribution retirement benefitplan for qualifying employees. The Group makescontribution to the Employees Provident Fund withthe Regional Provident Fund Commissioner.

The Group recognised ` 42.33 lacs (2013: ` 45.26lacs) for provident fund contributions in theConsolidated Statement of Profit and Loss. Thecontribution payable to the plan by the Group is atthe rate specified in rules to the scheme.

b. Defined benefit plan - Gratuity plan

The Group makes annual contribution to theEmployee's Group Gratuity Cash Accumulationscheme of the Life Insurance Corporation of India,a funded defined benefit plan for qualifyingemployees. The scheme provides for lump sumpayment to vested employees at retirement, deathwhile in employment or on termination ofemployment of an amount equivalent to 15 dayssalary payable for each completed year of serviceor part thereof in excess of 6 months subject to amaximum of ` 10 lacs. Vesting occurs uponcompletion of 5 years of service.

The present value of the defined benefit obligationand the related current service cost were measuredusing the Projected Unit Credit Method withactuarial valuations being carried out at eachbalance sheet date.

c. The following tables set out the funded status ofthe gratuity plan and amounts recognised in theCompany's financial statements as at 31 March,2014:

Components of employer expense

` in lacs


31 March 31 March2014 2013


(funded) (funded)

Current service cost 20.19 22.42


Expected return on plan assets (5.13) 3.52




Actuarial losses/(gains) 6.41 (3.38)

Total expense recognised inStatement of Profit and Loss 31.61 24.12

Net (asset)/liability recognised in the Balance Sheet

` in lacs


31 March 31 March2014 2013


(funded) (funded)

Present value of definedbenefit obligation 129.82 126.73

Fair value of plan assets 152.28 47.57

Funded status{(surplus)/deficit} (22.46) 79.16

Unrecognised past service costs - -

Net (asset)/liability recognisedin the Balance Sheet (22.46) 79.16

Changes in Defined Benefit Obligations (DBO) duringthe year:

` in lacs


31 March 31 March2014 2013


(funded) (funded)

Present value of DBO at thebeginning of the year 126.73 107.54

Current Service Cost 20.19 22.42




Plan amendments - -

Actuarial (gains)/losses 6.41 (3.38)



Present value of DBOat the end of the year 129.82 126.73



Changes in fair value of assets during the year:

` in lacs


31 March 31 March2014 2013


(funded) (funded)

Plan Assets at the beginningof the year 47.57 6.22

Acquisition adjustment - -

Expected return on plan asset 5.13 3.52

Actual company contributions 133.23 46.28

Actuarial (gains)/losses - -


Plan assets at the end ofthe year 152.28 47.57

Composition of the plan assets is as follows:

Insurer managed funds 100% 100%

Actuarial assumptions:


31 March 31 March2014 2013


(funded) (funded)

Discount Rate 8.00% 8.00 %

Expected Rate of Returnon Assets (p.a.) 8.00% 7.41%

Salary Escalation Rate (p.a.) 5.00% 5.00%

Note

The estimates of future salary increases, considered in

actuarial valuations take account of inflation, seniority,

promotion and other relevant factors such as supply and

demand factors in the employment market.

The expected rate of return on the plan assets is based on

the average long term rate of return expected on investments

of the Fund during the estimated term of the obligations.

The Company is expected to contribute ` 20 lacs to gratuity

funds for the immediate next year ending 31.3.2015

(2013:130 lacs)

Experience adjustments

` in lacs

Particulars Year ended Year ended Year ended Year ended Year ended31.03.2014 31.03.2013 31.03.2012 31.03.2011 31.03.2010

Present value of Defined Benefit Obligation 129.82 126.73 113.76 89.96 61.64

Fair value of plan assets 152.28 47.57 6.22 8.70 1.84

Status {(surplus)/deficit} (22.46) 79.16 107.54 81.26 59.81

Experience gain/(loss) adjustments

- on plan assets 1.33 0.26 0.24 0.15 0.03

- on plan liabilities (6.41) 3.38 6.61 (7.73) 5.66

32. Segment Reporting:

a) Business Segment

The Group's main business is to manufacture and sell Crop Protection Chemicals. All other activities of the Group are

incidental to the main business. As such, there is no separate reportable segment as per the Accounting Standard 17

Segment Reporting.


b) Geographical Segment

The Group's operating facilities are located in India& Mexico. The segmental reporting for the Secondary Segment -

Geographical as per the Accounting Standard 17 Segment Reporting.

` in lacs


Domestic Revenue 27,686.30 20,955.81

Export Revenue (Including Export benefits) 44,710.27 30,527.12

72,396.57 51,482.93

33. Related Party transactions

a) Names of the related parties and their relationship:

Description of relationship Names of related parties

Ultimate Holding Company E.I.D Parry (India) Limited

Holding company Coromandel International Limited

Subsidiary Sabero Australia Pty Ltd.

Subsidiary Sabero Europe B.V.

Subsidiary Sabero Organics America S.A.

Subsidiary Sabero Argentina S.A

Subsidiary Sabero Mexico S.A De C.V. (w.e.f. April 2013)

Associate Sabero Organics Philippines Asia Inc.

Subsidiary of Holding Company Coromandel Brazil Limitada

Key Management personnel Mr. G. Veera Bhadram

b) Details of Related Party transactions during the year ended 31 March 2014:

` in lacs

Nature of Transaction For the year ended For the year ended

31 March 2014 31 March 2013

Transaction with Coromandel International Limited

-Purchase of Fixed Assets - 0.15

-Expenses reimbursed to 323.69 130.44

-Purchases of finished goods/raw material 964.56 705.00

-Sale of Goods 5,811.00 5,359.78

-Sale of scrap 46.82 -

-Expenses reimbursed by 129.70 208.37

-Payment of interest on ICD 111.27 113.98

-Inter corporate deposit taken - 1,500.00

-Inter corporate deposit repaid 1,500.00 -

Investment/advance to associate

-Sabero Organics Philippines Asia Inc. - 3.73

Payment of Commission -Fellow Subsidiary

Coromandel Brazil Limitada 127.55 -

Key Management Personnel -Remuneration

-Mr. G. Veera Bhadram 94.37 68.71



C) Outstanding balances as at 31st March 2014` in lacs

Nature of Transaction As at As at31 March 2014 31 March 2013

Payables

-Coromandel International Limited - 53.31

Receivables

-Coromandel International Limited 1,332.53 779.37

-Sabero Organics Philippines Asia Inc. 6.43 6.54

Inter corporate deposit (including interest accrued and due)

-Coromandel International Limited - 1,513.18

34. Earnings per share (EPS) computed in accordance with Accounting Standard 20 - Earning per share:


1. Profit after tax (` In Lacs) - [a] 3,230.64 765.24

2. Weighted average number of Equity sharesoutstanding during the year. - [b] 33,851,097 33,866,077

3. Nominal value per equity share (`) 10.00 10.00

4. Earning per Share (`) (Basic and diluted) - [a]/[b] 9.54 2.26

35. Exceptional item is in respect of an additional claim from a gas supplier to the Company for supplies made in earlierfinancial year.

36. The Company has provided ` 20 lacs for Commission to Directors under section 309(4)(d) in the books of accounts for thefinancial year ended March 31, 2014. The said provisions require the approval of the shareholders by a special resolution inthe annual general meeting. No payments have been made pending receipt of the said approval.

37. Preoperative expenses incurred during the year: ` in lacs


Preoperative expenditure incurred as at the beginning of the year 911.84 818.91

Add: Incurred during the year

Employee Benefits Expenses 17.42 57.70

Borrowing Costs - 242.58

Other Expenses - 11.02

Total preoperative expenditure 929.26 1,130.21

Less: Preoperative expenditure allocated to Fixed Assets during the year - 218.37

Balance preoperative expenditure as at the end of the year 929.26 911.84

38. Previous Year's figures have been regrouped/reclassified wherever considered necessary to correspond with the currentyear's classification/disclosures.


For and on behalf of the Board of Directors

Sd/- Sd/-G.Veera Bhadram M.K. TandonWhole time Director Chairman

Sd/- Sd/-N.Shankar Pritam VartakHead Finance Company Secretary

Mumbai: 23 April 2014


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Proxy Form[Pursuant to Section 105 (6) of the Companies Act, 2013 and rule1 9(3) of the

Companies (Management and Administration) Rules, 2014]

CIN: L24110GJ1991PLC020753

Name of the Company: SABERO ORGANICS GUJARAT LIMITED

Registered office: PLOT NO. 2102, GIDC, SARIGAM-396155

DIST: BULSAR, STATE: GUJARAT

Name of the member(s):

Registered address:

E-mail Id:

Folio No/Client Id:

DPID:

I/We, being the member(s) holding...………………shares of the above named Company, here by appoint

1. Name: ..........................................................................................................................................................................

Address: .......................................................................................................................................................................

E-mail Id:........................................................................................ Signature:.....................................................

or failing him

2. Name: ..........................................................................................................................................................................

Address: .......................................................................................................................................................................


or failing him

3. Name: ..........................................................................................................................................................................

Address: .......................................................................................................................................................................


as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 23rd Annual General Meeting of the Company,to be held on the Friday, 18th day of July, 2014 At 12.30 p.m. at the Registered Office at Plot No.2102, GIDC, Sarigam-396 155,Dist: Bulsar, State: Gujarat and at any adjournment there of in respect of

The resolutions indicated below:

Resolution No.

1. Adoption of Audited Financial Statements for the financial year 2013-14.

2. Appointment of Mr. M. M. Venkatachalam as director.

3. Appointment of Mr. Kapil Mehan as director.

4. Appointment of M/s. Deloitte Haskins & Sells as Statutory Auditors.

5. Appointment of Mr. Bhavesh Vora as an Independent Director.

6. Appointment of Mr. M. K. Tandon as an Independent Director.

7. Approval for Borrowing limits U/s 180 (1) (c) of the Companies Act, 2013.

8. Approval for payment of remunerations to Non-executive Directors.

9. Ratification of payment of remuneration to Cost Auditor M/s. P. D. Dani and Co.

Signed this…………………………day of………………………20……………

Signature of Shareholder

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company,notless than 48 hours before the commencement of the Meeting.

✄✄

AffixRevenueStamp

Sabero Organics Gujarat LimitedCIN: L24110GJ1991PLC020753

Sabero Organics Gujarat Limited

Registered Office

Plot No. 2102, GIDC,Sarigam - 396155

Dist. Bulsar, State: GujaratTel:022-61132400Fax:02261132405

email: [email protected]:www.sabero.com

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