PADMANABH

MAFATLAL
GROUP
Creating value. Sharing value.

August 10, 2018

Bombay Stock Exchange Ltd.,

Phiroze Jeejeebhoy Towers,
Dalal Street, Fort,
Mumbai 400 001.
Scrip Code: 532504

National Stock Exchange of India Ltd.,

Exchange Plaza,
Bandra Kurla Complex,
Bandra (E),
Mumbai 400 051
Scrip Code: NAVINFLUOR EQ

Dear Sirs,
Sub: 20th Annual General Meeting - Filing of Annual Report

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, we submit herewith the Annual Report for the Financial Year 2017-18
approved and adopted at the aforesaid 20th Annual General Meeting as per the provisions
of the Companies Act, 2013.

Kindly take the above on record.

Thanking you,

Yours faithfully,
For Navin Fluorine International Limited,

Niraj B. Mankad
Vice-President Legal & Company Secretary

Encl: as above.
HALF A CENTURY OF TRUST
Annual Report 2017-18

Navin Fluorine
International Limited
Forward-looking statement Contents
In this Annual Report we have
disclosed forward-looking information 01 Corporate information
to enable investors to comprehend
our prospects and take informed 04 Chairman’s overview
investment decisions. This report
and other statements - written and
oral - that we periodically make, 06 Corporate snapshot
contain forward-looking statements
that set out anticipated results based 08 Business segment snapshot
on the management’s plans and
assumptions. We have tried, wherever
10 Managing Director’s statement
possible to identify such statements
by using words such as ‘anticipates’,
‘estimates’, ‘expects’, ‘projects’, ‘intends’, 12 Business model
‘plans’, ‘believes’ and words of similar
substance in connection with any 14 Financial performance
discussion of future performance.
We cannot guarantee that these
forward-looking statements will be
16 The Company, people and trust
realized, although we believe we have
been prudent in our assumptions. 18 Notice
The achievement of results is subject
to risks, uncertainties and even 25 Summarised Financial Data
inaccurate assumptions. Should known
or unknown risks or uncertainties
materialize, or should underlying 27 Directors’ Report
assumptions prove inaccurate, actual
results could vary materially from those 35 Management Discussion and Analysis
anticipated, estimated or projected.
We undertake no obligation to
41 Corporate Governance Report
publicly update any forward-looking
statements, whether as a result of new
information, future events or otherwise. 51 Other Annexures to Directors’ Report

84 Standalone Financial Statements

145 Consolidated Financial Statements

CORPORATE INFORMATION
BOARD OF DIRECTORS: REGISTERED OFFICE:
Mr. V P Mafatlal (DIN:00011350) Chairman 2nd Floor, Sunteck Centre, 37/40, Subhash Road,
Mr. T.M.M.Nambiar (DIN:00046857) Director Vile Parle (East), Mumbai 400057.
Tel.: 91 22 6650 9999, Fax: 91 22 6650 9800
Mr. P N. Kapadia (DIN:00078673) Director
E-mail: [email protected], Website: www.nfil.in
Mr. S. S. Lalbhai (DIN:00045590) Director CIN: L24110MH1998PLC115499
Mr. S. M. Kulkarni (DIN:00003640) Director
Mr. S. G. Mankad (DIN:00086077) Director UNITS:
Mr. H. H. Engineer (DIN:01843009) Director Navin Fluorine, Surat 395023 (Gujarat)
Navin Fluorine, Dewas 455022 (M.P.)
Mrs. R.V. Haribhakti (DIN:02409519) Director
Mr. A. K. Srivastava (DIN:00046776) Director REGISTRAR & SHARE TRANSFER AGENT
Mr. S. S. Khanolkar (DIN:02202839) Managing Director Karvy Computershare Private Limited
Karvy Selenium Tower B, Plot no. 31-32, Gachibowli,
COMPANY SECRETARY Financial District, Nanakramguda, Hyderabad 500032
Mr. N. B. Mankad Tel # 040 67162222 -24
Telefax # 040 – 23001153
BANKERS Email # [email protected], [email protected]
State Bank of India Website: www.karvycomputershare.com
AXIS Bank Limited
INVESTOR RELATIONS CENTRE
HDFC Bank Limited
Karvy Computershare Private Limited
24-B, Ground Floor, Rajabahadur Mansion, Ambalal Doshi Marg,
AUDITORS
Behind BSE, Fort, Mumbai 400 023.
Price Waterhouse Chartered Accountants LLP
Tel: 022-66235454, Fax: 022-66331135.

SOLICITORS 201, Shail Complex, Opp. Madhusudan House,

Vigil Juris Off : C.G. Road, Near Navrangpura Telephone Exchange,
Ahmedabad 380 006.
Tel. No.079-26400527, 65150009.
E-mail: [email protected]

20th ANNUAL GENERAL MEETING 1. Shareholders intending to require information about

On Tuesday, 24th July, 2018 accounts to be explained in the meeting are requested
At 3.00 p.m. at Rama & Sundri Watumull Auditorium, to inform the Company at least seven days in advance of the
K. C. College, Dinshaw Wacha Road, Annual General Meeting.
Churchgate, Mumbai 400020 2. Shareholders are requested to bring their copy of Annual
Report to the Meeting as the practice of handing out
copies of the Annual Report at the Annual General Meeting
has been discontinued in view of the high cost of paper and
printing.
3. The Listing Fees for the year 2018-19 have been paid by the
Company to BSE Ltd. and National Stock Exchange of India
Ltd. where the shares of the Company are listed.

1
2 l ANNUAL REPORT 2017-18
 An eco-system
created around

trust
Our 50-year journey has been That trust is the combination
one of peaks and troughs. of honesty, transparency and
Navin Fluorine International consistency.
Limited was endured across That when you trust a team,
these challenging 50-years. you empower the company.
On account of a consistent That when trust is lived
investment in a space that through small actions, the
extended beyond assets. impact is enduring.
Trust. That when you do for others
Over the decades, we have what you want for yourself,
woven our intangibles around you enhance ownership.
simple beliefs.

The results then are as enduring as they are enriching.

3
 Chairman’s overview

We believe that
trust is not just
an emotion;
it is an enduring
competitive
advantage

4 l ANNUAL REPORT 2017-18

O
n the occasion of the 50th year of
business of Navin Fluorine International
Limited, one has been asked how we
have endured and grown.

The answer is Trust. Trust is at the core of the model around

which our Company was created, managed and grown.

This is what our visionary founder Mr. Arvind Mafatlal believed in

and lived by.

That when trust is reposed, it is repaid.

That trust is based on transparency and consistency.

That trust is built when a team becomes larger than the The five NFIL principles
individual.

That when teams are trusted, they outperform.

01  Excellence at work creates
stakeholder value.

As Stephen R. Covey said, ‘Financial success comes from

success in the marketplace, which comes from success in the
02  We share this value with
partners in our journey.

workplace, the heart and soul of which is trust.’

The Company is being driven into the future around five

03  We create a sense of belonging
with those with whom we work.

overarching principles. Our endeavour will be to grow with

our society and the environment. Keeping a sense of balance 04  We are fair with all our
stakeholders.
between creating and sharing among our stakeholders.

We believe these values to be timeless, relevant and ever-green. 05  We engage in honest
communication.
What worked for us in the past is rooted in the present and will
continue to be relevant in the future.

I can assure that we will endeavour to provide trust and be

trusted in return, strengthening our values-based eco-system.

I take this opportunity to thank all of you for your continued

support throughout our journey of fifty years.

Vishad Mafatlal, Chairman

5
 Creating value .
Sharing value.
Identity Portfolio
1 Navin Fluorine International
Limited has a diversified
portfolio of advance fluorine
2 Navin Fluorine International Limited has a visible presence across four
segments: refrigerants, specialty fluorochemicals, inorganic fluorides and
contract research and manufacturing services. The refrigerant gases cater
derivatives. Headquartered to stationary and mobile refrigeration and air-conditioning segments. The
in Mumbai, the Company’s specialty fluorochemicals primarily cater to the pharmaceutical, agrochemical
manufacturing units are and polymer industries. Inorganic fluorides portfolio comprises hydrofluoric
located in Surat (Gujarat), acid and various other inorganic fluorides used in pharmaceuticals,
Dewas (Madhya Pradesh) and agrochemicals, steel and glass industries. The Company provides CRAMS
the U.K. services to global innovator pharmaceuticals companies.

3 Experience
Established in 1967, Navin
Fluorine International Limited
4 Acquisitions
In May 2011, Navin Fluorine
International Limited acquired
5 Lineage
Flagship enterprise of the
Mumbai-based Padmanabh
possesses five decades of Manchester Organics Ltd., a Mafatlal Group
experience in the fluorination boutique niche fluorination
Led by Vishad Mafatlal
business. company located in the UK,
(Chairman) who is, in turn,
providing both R&D and
ably supported by a team of
small scale custom synthesis
seasoned industry professionals
services.

6 Listing
The Company’s stocks are listed and actively traded on the BSE and NSE bourses.

6 l ANNUAL REPORT 2017-18

Vision

We, at Navin Fluorine, are

committed to be a World
Class, Customer Focused,
Innovative Organisation
in the field of Fine and
Specialty Chemicals
and partner of choice
to global Refrigerant,
Chemicals, Crop Sciences
and Life Sciences
companies.

Our mission

To provide customers the best ‘Value for money’

by producing world-class specialty fluorochemicals
at the most competitive prices
To continue and grow research and
development as the sustenance engine of the
organisation
To innovate, build and operate chemical plants
in the most safe and environment-friendly manner
To continuously enhance stakeholder value by
optimum utilisation of resources

Navin Fluorine International Limited: Navin Fluorine International Limited

Climbing the fluorination value chain in numbers

19.53%
CRAMs CAGR growth in revenues
Revenue contribution: FY11: 0% | FY18: 29% in the five years leading to FY18
Specialty chemicals
Revenue contribution: FY11: 27% | FY18: 26%
Refrigerants
731
Employees across the globe
Revenue contribution: FY11: 55% | FY18: 28%
Inorganic fluorides
Revenue contribution: FY11: 18% | FY18: 17% H 3804 crore
Market capitalisation as on 31st March 2018

7
 Business
segment
snapshot
NAVIN FLUORINE INTERNATIONAL LIMITED
POSTED ANOTHER YEAR OF STRONG GROWTH –
A 26% INCREASE IN NET REVENUES AND A 35%
GROWTH IN PROFIT AFTER TAX.

8 l ANNUAL REPORT 2017-18

Refrigerants
Navin Fluorine International Limited was among the first
1 Indian companies to venture into the refrigerants space.
Presently, it manufactures HCFC-22 under the brand name Revenues
of Mafron.
H 24193 lakhs
Key downstream clients
Air conditioning and refrigeration

Inorganic fluorides
Navin Fluorine International Limited has one of the largest
2 anhydrous hydrofluoric and diluted hydrofluoric acid
manufacturing capacities in India with a multiproduct Revenues
portfolio that enjoys steady demand across markets.
H 14823 lakhs
Key downstream clients
Steel Glass Aluminum smelters Automobiles Pharmaceuticals

Specialty chemicals
Navin Fluorine International Limited has a strong presence
3 in the value-added specialty fluoro intermediates segment
with prominent clients hailing from pharmaceutical, Revenues
agrochemical and petrochemical industries, among others..
H 22579 lakhs
Key downstream clients
Pharmaceuticals Agrochemicals Petroleum resins

CRAMS
Navin Fluorine International Limited is known for its proven
4 research capabilities and a sophisticated cGMP-compliant
facilities.
Revenues

Key downstream clients

H 25746 lakhs

Innovator pharmaceuticals and life sciences and agrochemical companies

9
 Managing Director’s statement

I am proud to report that Navin

Fluorine International Limited
reported yet another year of
commendable performance in FY18.
ur net revenues increased 26% from H 69508 lakhs in FY17

O to H 87341 lakhs in FY18 while EBITDA strengthened by 47%

from H 20561 lakhs in FY17 to H 30132 lakhs in FY18.
The creditable part of the year’s performance is that the growth did not come at the
expense of profitability. The Company strengthened margins: EBITDA margin improved
by 500 bps from 26% in FY17 to 31% in FY18 while net profit margin strengthened by 100
bps from 17% in FY17 to 18% in FY18.

The Company’s growth was driven by a robust performance of its CRAMs and inorganic
businesses. Refrigerant offtake remained healthy during the year under review. The
specialty chemicals business suffered a setback and reported numbers below our
expectations.

Navin Fluorine
International Limited
occupies a niche
in the country’s
fluorination business.
This market presence
has been reinforced
through quality
superiority coupled
with consistent
service. The result is
that a significant part
of our revenues are
derived from repeat
customers.

10 l ANNUAL REPORT 2017-18

Foundation of our inorganic a number of customers successfully business expansion at Dewas (to be
business. audited our plants and processes, operational by June 2019) financed
Even as the Company’s inorganic validating our credentials on the one through accruals and debt
business is largely commoditised, we are hand and providing us with order Encouraged employees to participate
consistently focused on value-addition visibility on the other. in the Company’s CSR activities
while addressing the needs of global
customers. During the year under review, Healthy refrigerants segment Staying at the top of our game
this direction was evident: we added growth for five decades
many new customers and entered The Company’s refrigerants segment Navin Fluorine International Limited
new markets. As a result, exports in the continued to perform creditably despite occupies a niche in the country’s
inorganic business accounted for 13% of being present in a competitive space. fluorination business. This market
our revenues in FY18 compared with 8% Working within available production presence has been reinforced through
in the previous year. capacities, the business could manage quality superiority coupled with
to work closely with all its domestic consistent service. The result is that
Besides, the increase in revenues and international customers in the
empowered us to maximise capacity a significant part of our revenues are
refrigeration segment. The traction derived from repeat customers. A large
utilisation of our Surat plant, from non-refrigerant segments like
strengthening a return on our assets. part of our dealer family has been
pharmaceutical and agrochemical associated with us for generations. This
There are a number of reasons why our intermediaries also has been good
prospects appear brighter. is the result not only of our superior
during this year. commercial proposition but an ethical
One, we were primarily a domestic partner-oriented engagement translating
revenues-driven business for the steel Challenging specialty into relationship sustainability. As an
and glass industries; with the domestic chemicals segment extension, this trust-based collaboration
steel industry witnessing a slowdown, The specialty chemical business has translated into a high people
we seeded exports around new product continued to suffer headwinds and the retention, with a number of first-time
applications. We forged engagements business remained flat during the year employees having spent a number
with marquee customers in the Gulf, under review. The global agrochemical of years with us and a number of
Europe and US, laying the foundation for industry remained sluggish and our key employees graduating to assume critical
sustainable growth. molecules could not be commercialised management roles. I must also thank
to the extent expected. The resulting our shareholders who have trusted our
Two, stronger regulatory action against
business was lower than expected. management capability through market
environment non-compliance resulted
However, the Company continued to cycles, a number of them working with
in a number of Chinese manufacturers
create products pipeline with significant us since we demerged from Mafatlal
reducing capacities and global players
potential and we expect that as soon Industries Ltd more than a decade ago.
turning to India as an alternative market.
the global agrochemicals market
This opportunity empowered Navin
Fluorine to enhance global supplies, cater
improves, the products response could Outlook
improve. Going ahead, our focus will lie in
buyer needs and enter relationships with
attractive potential. completing our expansion undertaken
Highlights, FY2017-18 during the financial year under review.
The CRAMS catalyst ‘Responsible Care’ certification awarded We are strengthening our management
During the year under review, we by Indian Chemical Council for another bandwidth to address our growing
continued to work collaboratively with period of three years starting 2017-18. operations. We are making timely
global innovators in the pharmaceutical Transferred all assets and facilities at investments in our inorganic and
spaces. This had a two-fold impact: a Dahej to our joint venture with Piramal specialty business to generate growth
larger share of the market on the one Enterprises Ltd., a business in which as well.
hand and a larger wallet share of existing NFIL is expected to benefit as a key raw In view of all such strong actions, we
customers on the other. Besides, we material supplier expect that our investments will enhance
leveraged our deep chemistry knowhow Invested in R&D and capacity growth to NFIL’s competitiveness, translating into
and project management capabilities in address growing demand superior value for our stakeholders.
growing CRAMS revenues 87%. Besides, Embarked on a H 115-crore CRAMS Shekhar Khanolkar, Managing Director

11
What has driven Navin
across 50 years
1 Capability
Navin Fluorine has
demonstrated focused and
2 Cutting-edge
The Company invested in state-of-the-art manufacturing infrastructure. The
Company’s Surat unit houses refrigerants, inorganic fluorides and specialty
sustained excellence in the chemical manufacturing plants. The CRAMS facility in Dewas is India’s only
complex field of fluorination cGMP- compliant plant with high pressure fluorination capabilities.
chemistry; it is recognised
as a pioneer in refrigerants
manufacture in India.

3 Relationships
The Company has forged
enduring customer
4 Secure
The Company strives
to integrate backwards
5 High technology
The Company invested in
a modern DSIR-approved
engagements across all our and work to secure our R&D centre in Surat. The R&D
business. raw materials in a more team address mission-critical
sustained way. The Company product development and
widened its sourcing base efficiencies.
for key raw materials to
moderate its dependence
on Chinese suppliers.

6 Pervasive
The Company has climbed the value chain by
venturing from refrigerants into value-added areas
7 Responsible
The Company is respected as one of the most eco-
friendly companies in the fluorination industry. The
like specialty chemicals and CRAMs, strengthening Company was certified with the ‘Responsible Care’
the bottomline. accreditation in view of its environment and social
commitment.

Excellence at work Partners in journey

Values = Creating value. of the Company
at Navin Excellence as a culture and not as a
reaction; excellence in thought and
= Sharing value.
We create an overarching
Fluorine action; excellence in everything we
do
ecosystem; driven by relationships
over transactions; leave adequate
sustainable value for all partners; they
grow when we grow – and not vice
versa

12 l ANNUAL REPORT 2017-18

Fluorine and business
of operations
How these
facets have
helped the
Company
transform From good-market From one location
profitability to any- in 1967 to four
market sustainability locations today

From manual interventions

From debt- to a combination of
driven to net manual and technological
cash-positive interventions

From individual-driven to
institutionalised processes

Sense of belonging Fairness towards all Honest

= NFIL’s interest first. stakeholders. communication.
We delegate and empower; make We become the custodian of We tell the truth as it is; truth
people lead; focus on professional stakeholder interests; engage on the is defined by accurate and
and personal growth; extend basis of fairness; live and demonstrate comprehensive communication. We
engagements from the financial to the this philosophy; apply equally across communicate consistently irrespective
emotional; create an emotional buy-in all tiers, functions and geographies of market cycles and varying
among stakeholders circumstances

13
 How Navin Fluorine
International
Limited has
performed over
the years
Revenues (H crore)
Definition
873.41

GROWTH IN SALES NET OF TAXES AND

EXCISE DUTIES
695.08
636.24

Why is this measured? What does it mean? Value impact

546.12

It is an index that showcases Aggregate sales increased Improved product offtake

the Company’s ability to by 26 % to reach H 873.41 and enhanced the
optimise business operating crore in FY2017-18 due Company’s reputation in the
costs despite inflationary to increasing demand market.
pressures, which can be for existing products and
easily compared with the strategic launch of new
retrospective average and ones.
sectoral peers.
14-15 15-16 16-17 17-18

EBITDA (H crore) Definition

EARNING BEFORE THE DEDUCTION OF FIXED
301.32

EXPENSES (INTEREST, DEPRECIATION, EXTRAORDINARY

ITEMS AND TAX)
Why is this measured? What does it mean? Value impact
205.61

It is an index that showcases Helps create a robust growth The Company’s EBITDA grew
the Company’s ability to engine and allows the every single year through the
140.84

optimise business operating Company to build profits in a last 4 years. The Company
costs despite inflationary sustainable manner. reported a 47% increase in
pressures and can be easily its EBITDA in FY2017-2018 –
89.96

compared with retrospective an outcome of painstaking

averages of sectoral peers. efforts of its team in improving
operational efficiency.
14-15 15-16 16-17 17-18

14 l ANNUAL REPORT 2017-18

Net profit (H crore)
Definition

178.96 PROFIT EARNED DURING THE YEAR AFTER

DEDUCTING ALL EXPENSES AND PROVISIONS
Why is this measured? What does it mean? Value impact
132.65

It highlights the strength Ensures that adequate cash The Company’s net profit grew
in the business model in is available for reinvestment every single year through the
generating value for its and allows the Company’s last 4 years. The Company
86.47

shareholders. growth engine to not run out reported a 35% increase in

of steam. its net profit in FY2017-18
– reflecting the robustness
49.38

and resilience of the business

model in growing shareholder
value despite external
14-15 15-16 16-17 17-18 vagaries.

EBITDA margin (%)

Definition
31

EBITDA MARGIN IS A PROFITABILITY RATIO USED

TO MEASURE A COMPANY’S PRICING STRATEGY
26

AND OPERATING EFFICIENCY

21

Why is this measured? What does it mean? Value impact

16

The EBITDA margin gives an Demonstrates adequate buffer The Company reported a 500
idea of how much a company in the business, which when bps increase in EBITDA margin
earns (before accounting for multiplied by scale, enhances during FY2017-18.
interest and taxes) on each surpluses.
rupee of sales.

14-15 15-16 16-17 17-18

ROCE (%)
Definition
29

IT IS A FINANCIAL RATIO THAT MEASURES A COMPANY’S

PROFITABILITY AND THE EFFICIENCY WITH WHICH ITS
22

CAPITAL IS EMPLOYED IN THE BUSINESS

18

Why is this measured? What does it mean? Value impact

ROCE is a useful metric for Enhanced ROCE can The Company reported a 700
comparing profitability across potentially drive valuations bps increase in ROCE during
11

companies based on the and perception (on listing). FY2017-18.

amount of capital they use –
especially in capital-intensive
sectors.

14-15 15-16 16-17 17-18

15
 The Company,
people and trust
My 33 years at NFIL’s Surat “Our village comprises 1,140
plant will be remembered people (70% tribals). Navin
forever. The bond of trust with Fluorine has done a lot for
the management translated our village - the Company has
into functional independence. constructed 150 toilet blocks.
In those days, fluorspar was
difficult to procure; 90% of
After 36 years The Company also provides
books and stationery to our
our requirements would be at Navin children; it recently repaired
addressed through imports. the broken roof of our village
The management empowered Fluorine, I can pathshala. The Company
me to do all I needed so that
the plants did not encounter say that the sends a medical van twice
a week to provide health
raw material shortages or over-
stocking. The result of this trust
bottomline is check-ups and distribute
free medicines. It conducted
was operational seamlessness. trust. Whoever eye camps and distributed
spectacles. There is trust:
Mr. Homi Vakil
– Ex-head, Supply Chain has trusted the Navin apna Company hai.”
Company has Bankimbhai Naik,
Sarpanch, Vaktana village

been rewarded.
The result has
“Of 1,500 people in our been loyalty in “We have been logistics
partners of Navin Fluorine
village, ~800 belong a world where for four decades, providing
to local communities. people move services related to custom
The factory managers clearances and import of
visit us every quarter companies raw materials. What I find
touching is that Navin
to ask if we are facing with speed. considers my Company as a
problems with the Mrs. Lily D’Souza, Secretary to Shekhar
business partner as opposed
objective to resolve Khanolkar, Managing Director
to a vendor. We are associated
with ~20 clients but would
them. This has rank Navin Fluorine as our
enhanced our trust in #1 client – for the respect it
the NFIL management.” provides and its transparent
practices.”
Sunil Singh Gohil,
Sarpanch, Kharwasa village Mr. Hemant Shah,
Nav Gujarat Logistics

16 l ANNUAL REPORT 2017-18

 Navin Fluorine’s setting up a factory in the vicinity of
our village has been an immense boon. Indigenous
people form more than 60% of our village population After having
of 1,000 with a dearth of basic facilities. Navin virtually graduated as a
assumed the government’s role; it established water Chemical Engineer
reservoirs and coolers; it provided employment at the
factory. It provided clothes, books and stationery for in 1991, I sought job
our children. The biggest benefit has been its medical opportunities and
van, which visits our village twice a week, diagnoses the first company I
the ill and distributes free medicines. was recommended
Rameshbhai Patel, Sarpanch, Bhatia village was Navin Fluorine:
for its honesty and
social responsibility.
My father started a dealership One advice from
Mr. Shekhar
for NFIL’s refrigerant business Khanolkar (Managing
in 1977. The Company’s quality Director) was:
consistency helped our business ‘Remain completely
grow. The result is that the only transparent with
clients’. Even as I have
non-Navin products we sell are seen management
the ones the Company does not changes since, this
manufacture. When I joined the essence has endured:
business ~20 years ago, Navin to remain clean and
honest. The result
Fluorine trusted me and provided is that when new
the same opportunities it had given employees join
my father. The refrigerant market today, the first advice
is growing at 20% a year and the I give them is to learn
the business nitty-
bigger Navin Fluorine grows, the gritty and the right
bigger we expect to grow. way to do business.
Vikram Sood, Owner, Himalaya Refrigerants Mr. P.G. Vashi – Vice-President,
Production, Bhestan

17
 NOTICE
NOTICE IS HEREBY GIVEN THAT the 20th Annual General is hereby re-appointed as a Director of the Company, liable to
Meeting of the Members of the Company will be held on Tuesday, retire by rotation, though he has crossed the age of 75 years.”
the 24th July,2018 at 3.00 p.m. at Rama & Sundri Watumull
Auditorium, K.C. College, Dinshaw Wacha Road, Churchgate,
SPECIAL BUSINESS:
4. To consider and if thought fit, to pass with or without
Mumbai 400020 to transact the following business:
modification(s) the following Resolution as a SPECIAL
RESOLUTION:
ORDINARY BUSINESS:
1. To consider and adopt the Directors’ Report, the Audited “RESOLVED THAT pursuant to the provisions of SEBI (Listing
Financial Statements (Standalone and Consolidated, both) Obligations and Disclosure Requirements) (Amendment)
including the Statement of Profit and Loss for the year ended Regulations, 2018 and applicable provisions, if any, of the
31st March, 2018 and the Balance Sheet as at that date and the Companies Act, 2013 and the Rules made thereunder, Mr. S.M.
Kulkarni (holding DIN00003640), an Independent Director of
Auditor’s Report thereon.
the Company, be continued as an Independent Director of the
2. To confirm the payment of Interim Dividend on equity shares Company to hold office for the balance period of his current
for the year 2017-18 and to declare final dividend and special tenure viz. upto 24th June, 2019, though he has crossed the age
dividend on equity shares for the year 2017-18. of 75 years.”
3. To appoint a Director in place of Mr. T.M.M. Nambiar (DIN 5. To consider and if thought fit, to pass with or without
00046857) who retires by rotation and being eligible, offers modifications, the following Resolution as an ORDINARY
himself for re-appointment and hence to pass, with or without RESOLUTION:
modification(s), the following Resolution as a SPECIAL “RESOLVED THAT in accordance with Regulation 31A of
RESOLUTION: the SEBI (Listing Obligations and Disclosure Requirements)
“RESOLVED THAT pursuant to the provisions of SEBI (Listing Regulations, 2015 including any statutory modifications or
Obligations and Disclosure Requirements) (Amendment) re-enactment thereof, for the time being in force and other
Regulations, 2018 and applicable provisions, if any, of the applicable provisions, if any, and subject to requisite approvals
Companies Act, 2013 and the Rules made thereunder, Mr. from the concerned Stock Exchange/s and other appropriate
T.M.M. Nambiar (holding DIN00046857), a Non-Executive Non- statutory authorities, as may be necessary, the consent of
Independent Director of the Company, who is liable to retire by the Members of the Company be and is hereby accorded to
rotation at this Annual General Meeting of the Company, and reclassify the following persons/entities from the existing
being eligible, has offered himself for re-appointment, be and “Promoter” and “Promoter Group” category to “Public” category”.

Sr. No. Name of the Promoter/Promoter Group Present Shareholding

1. Mafatlal Industries Ltd. NIL
2 NOCIL Ltd. NIL
3 A.N. Mafatlal, Karta of ANM HUF 4 NIL
4 Mr. Hrishikesh A. Mafatlal NIL
5 Mr. Hrishikesh Arvind Mafatlal NIL
6 Mrs. Rekha Hrishikesh Mafatlal NIL
7 Mrs. Aarti Manish Chadha NIL
8 Mr. Hrishikesh A. Mafatlal NIL
9 Mrs. Anjali Kunal Agarwal NIL
10 Mr. Priyavrata Mafatlal NIL
11 Gayatri Pestichem Mfg. Pvt. Ltd. NIL
12 Suremi Trading Pvt. Ltd. NIL
13 Sumil Holdings Pvt. Ltd. NIL
14 Milekha Texchem Co. Pvt. Ltd.* NIL
15 Shamir Texchem Pvt. Ltd. NIL
16 Sushripada Investments Pvt. Ltd. NIL
17 Arvi Associates Pvt. Ltd. NIL
18 Shripad Associates Pvt. Ltd.* NIL
*since merged with Suremi Trading Pvt. Ltd. who applied for re-classification.

18 l ANNUAL REPORT 2017-18

 “RESOLVED FURTHER THAT any one of the Whole-time Lacs Fifty Thousand only) (apart from re-imbursement of out-
Directors or the Company Secretary or the Chief Financial of-pocket expenses incurred for the purpose of Audit) to
Officer of the Company be and is hereby authorised to submit Mr. B.C. Desai, Cost Auditor (Membership Number M-1077) for
necessary application for re-classification to the concerned conducting the audit of Cost Records relating to the chemical
Stock Exchange/s wherein the securities of the Company are products manufactured by the Company for the year 1st April,
listed or to any other Regulatory Authority, as may be required, 2018 to 31st March, 2019, be and is hereby approved and
and to take such steps as may be necessary, desirable and ratified.”
expedient to give effect to this Resolution”. By Order of the Board,
6. To consider and if thought fit, to pass with or without Place: Mumbai N.B. Mankad
modifications, the following Resolution, as an ORDINARY Dated: 14th June, 2018 Company Secretary
RESOLUTION:
Regd. Office:
“RESOLVED THAT in accordance with the provisions of 2nd floor, Sunteck Centre, 37/40, Subhash Road,
Section 148 (3) of the Companies Act, 2013 read with Rule Vile Parle (East), Mumbai 400057.
14 of The Companies (Audit and Auditors) Rules 2014 and Tel: 91 22 6650 9999, Fax: 91 22 6650 9800
other applicable provisions, if any, of the Companies Act, E-mail: [email protected], Website: www.nfil.in
2013, payment of Remuneration of H3,50,000/- (Rupees Three CIN: L24110MH1998PLC115499

NOTES: Secretaries of India and notified by Central Government is

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO annexed hereto.
APPOINT A PROXY OR PROXIES TO ATTEND AND VOTE INSTEAD 4. The Register of Members and the Share Transfer Books of the
OF HIMSELF ON A POLL AND THAT A PROXY NEED NOT BE A Company will remain closed from Tuesday, the 17th July, 2018
MEMBER. to Friday, the 20th July, 2018 (both days inclusive) for the
Instrument appointing a proxy duly completed in all respects purpose of determining the eligibility of Shareholders entitled
should reach Registered Office of the Company not less than for payment of dividend, if any.
48 hours before the time for holding the aforesaid meeting. A 5. The final dividend and special dividend as recommended
person can act as proxy on behalf of members not exceeding by the Board of Directors, if declared at the Annual General
fifty and holding in the aggregate not more than 10% of the Meeting, will be paid on 27th July, 2018.
total share capital of the Company carrying voting rights. A In order to enable the Company to directly credit the dividend
member holding more than 10% of the share capital of the amount in the bank accounts:
Company carrying voting rights may appoint a single person
a) Shareholders holding shares in demat accounts are requested
as proxy and such person shall not act as proxy for any other
to update their Bank Account details with their respective
person or shareholder.
Depository Participants.
2. The relevant Explanatory Statement pursuant to Section 102
b) Shareholders holding shares in physical form are
of the Companies Act, 2013, in respect of Item Nos. 3 to 6
requested to provide the following details along with an
mentioned in the above Notice is annexed hereto.
authorisation letter allowing the Company to directly credit the
3. In terms of Section 152 of the Companies Act, 2013, Mr. T.M.M. dividend in their bank accounts:
Nambiar (DIN00046857), Director, retires by rotation at the
Name of first account holder (as appearing in the bank account
ensuing Annual General Meeting and being eligible, offers
records), Bank name, branch name, branch address, Account
himself for re-appointment. The Board of Directors of the
type and account number, IFSC code and MICR code and a
Company recommends his re-appointment. The details of the
copy of cancelled cheque.
director seeking appointment/re-appointment as required by
Regulation 36(3) of SEBI (Listing Obligations and Disclosure 6. Members are requested to note that pursuant to the
provisions of Section 125(c) of the Companies Act, 2013, the
Requirements) Regulations, 2015 (“Listing Regulations”) and
dividend remaining unclaimed / unpaid for a period of seven
Secretarial Standards-2 issued by the Institute of Company
years from the date it becomes due for payment shall be

19
 credited to the Investor Education and Protection Fund (IEPF) 10. All documents referred to in the accompanying notice and the
set up by the Central Government. The Company has already Explanatory Statement are open for inspection by the members
transferred the unclaimed/unpaid dividend declared for the at the Registered Office of the Company on all working days
year 2010 to the said fund. Members who have so far not claimed except Saturday & Sunday during business hours up to the date
the dividends declared for any subsequent financial year(s) are of the 19th Annual General Meeting.
requested to make claim with the Company immediately.
11. Corporate Members intending to send their authorised
7. Pursuant to the provisions of Section 124(6) of the representatives to attend the AGM pursuant to Section 113 of
Companies Act, 2013, and the Investor Education and the Companies Act, 2013, are requested to send a duly certified
Protection Fund Authority (Accounting, Audit, Transfer copy of the Board Resolution together with their specimen
and Refund) Rules, 2016, as amended from time to time,
signatures authorizing their representatives to attend and vote
all equity shares of the Company on which dividend has
at the AGM.
not been paid or claimed for 7 consecutive years or more
shall be transferred by the Company to Investor Education 12. Members holding shares in dematerialised form are requested
and Protection Fund. The Company has also written to the to intimate all changes pertaining to their bank details/update
concerned shareholders intimating them their particulars E-mail ID/mandates/nominations/power of attorney/change
of the equity shares due for transfer. These details are of name/change of address/contact numbers etc. to their
also available on the Company’s website www.nfil.in. No Depository Participants (hereinafter referred to as “DP”) with
claim shall lie against the Company in respect of these whom they are maintaining their demat accounts. Changes
equity shares post their transfer to Investor Education and intimated to the DP will then be automatically reflected in
Protection Fund. Upon transfer, the shareholders will be the Company’s records which will help the Company and the
able to claim these equity shares only from the Investor Company’s Registrar and Share Transfer Agents M/s. Karvy
Education and Protection Fund Authority by making an Computershare Pvt. Ltd. to provide efficient and better services.
online application, the details of which are available at Members holding shares in physical form are requested to
www.iepf.gov.in. The Company has already transferred advise such changes to RTA.
3,13,270 Equity Shares (16,139 shareholders) to the
13. Members holding shares in physical form are requested to
designated Account of IEPF in the month of December
consider converting their holding to dematerialised form
2017 in accordance with the above Rules.
to eliminate all risks associated with physical shares and
8. The Ministry of Corporate Affairs has taken a “Green ease of portfolio management. Members can contact the
Initiative in Corporate Governance” by allowing paperless Company or M/s.Karvy Computershare Private Limited
compliances by the Company and has issued circulars
(RTA) for assistance in this regard.
allowing service of notices / documents including annual
report by e-mail to its members. To support this green 14. The Notice of the AGM along with the Annual Report 2017-18
initiative of the government in full measure, members is being sent by electronic mode to those Members whose
who have not registered their e-mail addresses so far, are e-mail addresses are registered with the Company/DP, unless
requested to register the same in respect of electronic any Member has requested for a physical copy of the same.
holdings with the depository through their depository For Members who have not registered their e-mail addresses,
participants. Members who are holding shares in physical physical copies are being sent by the permitted mode.
form are requested to get their e-mail addresses registered 15. In terms of Section 108 of the Companies Act, 2013 read with
with the Registrar and Share Transfer Agent. The Companies (Management and Administration) Rules, 2014,
9. Route map and prominent land mark for easy location of venue e-voting facility is being provided to the Members. Details of
of the AGM is provided in the Annual Report and the same shall the e-voting process and other relevant details are being sent
also be available on the Company’s website www.nfil.in to all the Members along with the Notice.

ANNEXURE TO NOTICE In respect of Item No. 3:

Explanatory Statement as required by Section 102 of the At the 16th Annual General Meeting of the Members of the Company
Companies Act, 2013. held on 25th June, 2014, Mr. T.M.M. Nambiar, an Independent
Director was appointed as such to hold office for five consecutive
In conformity with the provisions of Section 102 of the Companies
years. Accordingly, his tenure of appointment was valid upto 24th
Act, 2013, the following Explanatory Statement sets out all material
June, 2019. Subsequently, with effect from 29th June, 2017, Mr. T.M.M.
facts in respect of Item Nos.3 to 6.

20 l ANNUAL REPORT 2017-18

Nambiar has ceased to be an Independent Director consequent SEBI has vide Notification dated 9th May, 2018 notified SEBI
upon appointment of Price Waterhouse Chartered Accountants LLP (Listing Obligations and Disclosure Requirements) (Amendment)
as the Statutory Auditors of the Company, wherein his relative (son- Regulations, 2018, to amend certain provisions of SEBI (Listing
in-law) is one of the partners but he does not audit the accounts of Obligations and Disclosure Requirements) Regulations, 2015.
the Company. Pursuant to the provisions of Companies Act, 2013, One such amendment is insertion of new Sub-Regulation (1A) in
Mr. T.M.M. Nambiar, as non-independent director, retires by rotation Regulation 17 which stipulates that no listed entity shall appoint a
at the 20th Annual General Meeting of the Company, and being person or continue the directorship of any person as a non-executive
eligible, offers himself for re-appointment. director who has attained the age of 75 years unless a Special
Resolution is passed to that effect, in which case the explanatory
SEBI has vide Notification dated 9th May, 2018 notified SEBI
statement annexed to the notice for such motion shall indicate the
(Listing Obligations and Disclosure Requirements) (Amendment)
justification for appointing such a person. The said amendment
Regulations, 2018, to amend certain provisions of SEBI (Listing
shall come into force with effect from 1st April, 2019.
Obligations and Disclosure Requirements) Regulations, 2015.
One such amendment is insertion of new Sub-Regulation (1A) in Mr. S.M. Kulkarni is aged 79 and therefore his continuance as an
Regulation 17 which stipulates that no listed entity shall appoint a Independent Director requires consent of the Members by way
person or continue the directorship of any person as a non-executive of Special Resolution in view of the aforesaid amendment. Mr.
director who has attained the age of 75 years unless a Special S.M. Kulkarni is a BE, Fellow, Institute of Management-UK, Fellow
Resolution is passed to that effect, in which case the explanatory Indian Institute of Engineers and Fellow Institute of Directors,
statement annexed to the notice for such motion shall indicate the UK. He is a Corporate and Business Advisor to several Indian and
justification for appointing such a person. The said amendment International corporate entities and has vast experience in the areas
shall come into force with effect from 1st April, 2019. of international business, alliance management, strategic planning,
corporate governance, business development, venture capital
Mr. T.M.M. Nambiar is aged 81 and therefore his re-appointment
funding and education. He is active and keeps good health. In the
as a Non-Executive Non-Independent Director requires consent
opinion of the Board of Directors of the Company, he continues
of the Members by way of a Special Resolution in view of the
to fulfill the conditions specified in the Companies Act, 2013 for
aforesaid amendment. Mr. T.M.M. Nambiar is B.Com, ACA and has
being an Independent Director. Having regard to his qualifications,
vast experience of over 55 years. He was associated as President/
knowledge and experience, his continuance on the Board of the
Chairman/Member of the prestigious institutions like Cement
Company as an Independent Director will be in the interest of the
Manufacturers Association, National Council for Cement and
Company. Accordingly, the Board of Directors recommend passing
Building Materials and Development Council for Cement Industry,
of the Special Resolution at Item No.4 of the Notice.
the Associated Chamber of Commerce and Industry of India,
Bombay Chamber of Commerce etc. He was associated for more None of the Directors, Key Managerial Personnel and/or their
than 26 years with Associated Cement Company Limited, including 6 relatives, except Mr. S.M. Kulkarni is concerned or interested in the
years as the Managing Director. He is active and keeps good health. Resolution.
Having regard to his qualifications, knowledge and experience, his
re-appointment on the Board of the Company as a Non-Executive In respect of Item No. 5:
Non-Independent Director will be in the interest of the Company. In the year 2016, Mr.H.A. Mafatlal, Mr.V.P. Mafatlal, their family
Accordingly, the Board of Directors recommend passing of the members and the entities owned/controlled by them including
Special Resolution at Item No. 3 of the Notice. the three listed entities viz. the Company, Mafatlal Industries Ltd.
and NOCIL Ltd. entered into an Agreement to amicably restructure
None of the Directors, Key Managerial Personnel and/or their
the shareholding of the three listed companies and other group
relatives, except Mr. T.M.M. Nambiar is concerned or interested in the
companies such that the management of the Company resided
Resolution.
with Mr.V.P. Mafatlal and the management of Mafatlal Industries Ltd.
and NOCIL Ltd. resided with Mr.H.A. Mafatlal. The restructuring was
In respect of Item No. 4:
part of a family settlement and succession plan between Mr.H.A.
At the 16th Annual General Meeting of the Members of the
Mafatlal and Mr.V.P. Mafatlal. In accordance with this arrangement,
Company held on 25th June, 2014, Mr. S.M. Kulkarni, an Independent
Mr.H.A. Mafatlal stepped aside as the Executive Chairman and
Director was appointed as such to hold office for five consecutive
Director of the Company with effect from close of office hours on
years. Accordingly, his current tenure of appointment is valid upto
19th August, 2016. Thereupon, Mr.V.P. Mafatlal who was then a non-
24th June, 2019.

21
executive Promoter Director of the Company was appointed as the None of the Directors, Key Managerial Personnel and/or their
Executive Chairman of the Company. Simultaneously therewith the Relatives is concerned or interested in the Resolution.
said Mr.V.P. Mafatlal resigned as Executive Vice-Chairman and Non-
Executive Promoter Director in Mafatlal Industries Ltd. and NOCIL In respect of Item No. 6:
Ltd. respectively. In accordance with the provisions of Section 148(2) and 148(3)
read with The Companies (Cost Records and Audit) Rules, 2014, the
Subsequently, the Company received applications from the entities
Company is required to appoint a Cost Auditor for audit of Chemical
mentioned in the Resolution for reclassification of their status from
Products manufactured by the Company.
“Promoter” and “Promoter Group” to “Public”. The said applications
were approved by the Board of Directors of the Company at the Based on the recommendation of the Audit Committee, the
meetings held on 29th June, 2017 and 9th May, 2018. Board of Directors has approved the appointment of Mr. B. C.
Desai, as the Cost Auditor for Cost Audit of chemical products for
Regulation 31A of the SEBI (Listing Obligations and Disclosure
the Year 1st April, 2018 to 31st March, 2019 on a remuneration of
Requirements) Regulations, 2015 provides a regulatory mechanism
H3,50,000/- (Rupees Three lakhs Fifty Thousand only) (apart from re-
for reclassification of “Promoter” as “Public Shareholders” subject
imbursement of out-of-pocket expenses incurred for the purpose
to fulfillment of conditions as provided therein. The proposed
of Audit) subject to approval of remuneration by the Members.
reclassification is not pursuant to Regulations 31A (5) or (6) of the
aforesaid Regulations. However, as a matter of abundant precaution, Section 148(3) read with Rule 14 of The Companies (Audit and
it is proposed to take the approval of the Members. Auditors) Rules 2014 prescribes that the remuneration of the Cost
Auditor shall be ratified by the Shareholders. Accordingly, this
The application for reclassification has been made on the following
Ordinary Resolution is proposed for ratification by the Members.
grounds:
The Board of Directors recommend passing of the Ordinary
1. The applicants do not have any special rights and there is no
Resolution at Item No.6 of the Notice.
voting arrangement (formal or informal) with any other party.
2. Neither the applicants nor their promoters directly or indirectly None of the Directors, key managerial personnel and/or their
exercise control over the affairs of the Company. relatives is concerned or interested in the Resolution.

3. The applicants along with persons acting in concert with them

do not hold more than 10% of the paid-up equity capital in the By Order of the Board,
Company.
Place: Mumbai N.B. Mankad
4. No regulatory action is pending against the applicants who Dated: 14th June, 2018 Company Secretary
wish to be reclassified as public.
Regd. Office:
5. The applicants and their promoters and relatives shall not act as
2nd floor, Sunteck Centre, 37/40, Subhash Road,
Key Managerial Personnel of the Company. Vile Parle (East), Mumbai 400057.
In view of the aforesaid facts and circumstances, the Board of Tel: 91 22 6650 9999, Fax: 91 22 6650 9800
Directors recommend passing of the Resolution at Item No.5 of the E-mail: [email protected], Website: www.nfil.in
Notice. CIN: L24110MH1998PLC115499

22 l ANNUAL REPORT 2017-18

Particulars of the Director seeking re-appointment pursuant to Regulation 36(3) of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 and Secretarial Standards - 2 (SS-2).

Name Mr. T. M. M. Nambiar

(DIN: 00046857)
Age 81 years
Date of Appointment/ Re-appointment 25th June, 2014
Brief Resume - Qualification B.Com., A.C.A.
Expertise in Specific Functional Areas He has a vast experience of over 55 years and was associated as President/Chairman/Member
of the prestigious institutions like Cement Manufacturers Association, National Council for
Cement Industry, The Associated Chamber of Commerce and Industry of India, Bombay
Chamber of Commerce etc. He was also associated for more than 26 years with Associated
Cement Company Ltd. including 6 years as Managing Director
Other Directorships in Listed Companies ION Exchange (India) Ltd.
Memberships / Chairmanships of Committee Membership:
Committees in Listed Companies ION Exchange (India) Ltd.
Audit Committee - Chairman
Navin Fluorine International Ltd.
Audit Committee - Member
Nomination & Remuneration Committee:- Member
Disclosure of relationship He is not related to any of the Director or Key Managerial Personnel of the Company
Shareholding in the Company 5,000 Equity Shares
Number of Board Meetings Attended 9

By Order of the Board

Place: Mumbai N. B. Mankad

Dated: 14th June, 2018 Company Secretary

Regd. Office:
2nd floor, Sunteck Centre,
37/40, Subhash Road, Vile Parle (East),
Mumbai 400057.
Tel: 91 22 6650 9999, Fax: 91 22 6650 9800
E-mail: [email protected], Website: www.nfil.in
CIN : L24110MH1998PLC115499

23
Particulars of Mr. S.M. Kulkarni, the continuing Independent Director
Name Mr. S.M. Kulkarni
(DIN: 00003640)
Age 79 years
Date of Appointment/ Re-appointment 25th June, 2014
Brief Resume - Qualification BE, Fellow, Institute of Management-UK, Fellow Indian Institute of Engineers and Fellow Institute
of Directors, UK
Expertise in Specific Functional Areas He is a Corporate and Business Advisor to several Indian and International Corporate Entities
and has vast experience in the areas of international business, alliance management, strategic
planning, corporate governance, business development, venture capital funding and
education.
Other Directorships in Listed Bayer Crop Science Ltd.
Companies Camlin Fine Sciences Ltd.
KEC International Ltd.
Hindustan Construction Co. Ltd.
Memberships / Chairmanships of Committee Membership:
Committees in Listed Companies Bayer Crop Science Ltd.
Audit Committee – Chairman
Stakeholders Relationship Committee-Member
Nomination & Remuneration Committee-Member
Hindustan Construction Co. Ltd.
Audit Committee – Chairman
KEC International Ltd.
Audit Committee – Member
Finance Committee – Member
Nomination & Remuneration Committee-Chairman
Navin Fluorine International Ltd.
Audit Committee – Chairman
Nomination & Remuneration Committee-Member
Camlin Fine Sciences Ltd.
Audit Committee – Chairman
Nomination & Remuneration Committee – Member
Disclosure of relationship He is not related to any of the Director or Key Managerial Personnel of the Company
Shareholding in the Company NIL
Number of Board Meetings Attended 9

By Order of the Board

Place: Mumbai N. B. Mankad

Dated: 14th June, 2018 Company Secretary
Regd. Office:
2nd floor, Sunteck Centre, 37/40, Subhash Road, Vile Parle (East),
Mumbai 400057.
Tel: 91 22 6650 9999, Fax: 91 22 6650 9800
E-mail: [email protected], Website: www.nfil.in
CIN : L24110MH1998PLC115499

24 l ANNUAL REPORT 2017-18

SUMMARISED FINANCIAL DATA
(H in lakhs)
Particulars IGAAP Ind AS
2008 - 09 2009 - 10 2010 - 11 2011 - 12 2012 - 13 2013 - 14 2014 - 15 2015-16 2016-17 2017-18
1 Total income 42262 43723 44113 79486 53855 47850 57276 66093 79247 97668
Profit before depreciation, 10178 13589 12313 34071 9428 9007 8996 14084 20561 30132
2 interest, exceptional items
and tax
3 Exceptional items (757) - - - - - - - - -
4 Finance costs (863) (249) (360) (354) (610) (540) (324) (320) (50) (66)
Depreciation, amortisation (1718) (1107) (1354) (1773) (1961) (2055) (1864) (2092) (2835) (3817)
5
and impairment
6 Profit before tax 7309 12233 10599 31944 6857 6413 6808 11672 17676 26248
7 Profit after tax 4529 7436 7164 23124 4316 5066 4938 8647 13265 17896
8 Dividend (H per share) # 2.00 2.80 3.00 15.00 * 3.00 3.20 3.20 4.20 6.30 ** 10.00 ***
9 Earning per share (EPS) # 8.97 14.73 14.22 47.38 8.84 10.38 10.11 17.69 27.10 36.34
BALANCE SHEET
10 Equity share capital 1010 1010 976 976 976 976 977 979 979 987
11 Net fixed assets 17396 17793 20491 24168 23918 23127 27029 28169 47257 34043
12 Investments 1625 85 4776 20494 24664 26294 23447 26598 31571 52188
13 Current assets (net) 10860 14455 14734 15873 13945 13779 14315 15131 5599 13158
14 Capital employed 29881 32333 40002 60536 62527 63201 64791 69898 84427 99390
15 Borrowings 5264 1136 4907 9334 8324 5700 4489 2990 - -
16 Net worth 22902 29098 33180 48337 50946 54186 57113 63354 82352 96999
Book value of share 45.35 57.62 67.98 99.04 104.39 111.02 116.92 129.46 168.27 196.95
17 of H 2.00 each (H) #
(15 / no. of shares)
Debt/ equity ratio 0.23 0.04 0.15 0.19 0.16 0.11 0.08 0.05 - -
18
(14 / 15)
19 EBITDA (%) (2 / 1) 25% 31% 28% 43% 18% 19% 16% 21% 26% 31%
20 Profit after tax (%) (7 / 1) 11% 17% 16% 29% 8% 11% 9% 13% 17% 18%
Return on net worth (%) 21% 29% 23% 57% 9% 10% 9% 14% 18% 20%
21 (PAT / Avg of opening &
closing net worth)
Return on Capital 27% 40% 30% 64% 12% 11% 11% 18% 22% 29%
Employed (%) ((PBT
22 + finance costs) / (Avg
opening & closing capital
employed))

Figures for 2017-18 & 2016-17 are as per Ind AS and for earlier periods as per IGAAP and hence not directly comparable
# At the 19th Annual General Meeting of the Company held on June 29, 2017, Members had passed Resolution approving sub-division of
shares in the ratio of 5 Equity Shares of H 2/- each for every 1 Equity Share of H 10/- each. The record date for the aforesaid sub-division
was July 20, 2017.The figures for the period 2008-9 to 2015-16 have been calculated based on the face value of H 2/- per equity share, to
make the numbers comparable.
* including special dividend of H 12.00
** including special dividend of H 1.50
*** including special dividend of H 3.00

25
 Rupee Earned (%)
Other Income 9%
Domestic Sales 45%

Export Sales 46%

Rupee Spent (%)

PAT 18%
Consumption 41%

Tax Provision 9%

Finance costs 0%

Depreciation 4%

Miscellaneous Exps. 7%

Freight & Transport 2%

Legal & Professional Fees 1%
Power & Fuel 5% Payments to Employees 10%
Stores, Spares & Packing 3%

26 l ANNUAL REPORT 2017-18

DIRECTORS’ REPORT
To,
The Members
Navin Fluorine International Limited

Your Directors are pleased to present the 20th Annual Report together with the audited accounts for the year ended March 31, 2018.

1. FINANCIAL AND OPERATIONAL HIGHLIGHTS (H in lakhs)

2017-18 2016-17
Revenue from Operations 88,606 73,680
Other income 9,062 5,568
Profit before Depreciation, Finance Costs, and Taxation 30,132 20,561
less: Depreciation 3,817 2,835
Finance Costs 66 50
Profit before Taxation 26,248 17,676
Less: Tax Expense 8,352 4,411
Profit for the year 17,896 13,265
add: Surplus brought forward from the previous year 57,540 47,823
Amount available for appropriation 75,436 61,088
Appropriation:
Other Comprehensive Income/(Loss)* (68) (72)
Payment of dividends (including tax) (3,560) (3,476)
Surplus carried to Balance Sheet 71,808 57,540

*Remeasurement of (loss)/gain (net) on defined benefit plans, recognised as part of retained earnings.

Note: Figures are regrouped wherever necessary to make the information comparable

2. DIVIDEND was July 20, 2017. Accordingly, the face value of equity shares of the
The Company paid an interim dividend of H3.40 per share on Company stands reduced to H2/- per share.
493,45,560 equity shares of nominal value of H2/- each, aggregating
to H1,677.75 lakhs in the month of October 2017. The Board of 4. YEAR IN RETROSPECT
Directors is pleased to recommend a final dividend for the year of The Operating Profit for the year increased by 42% over that of
H3.60 per share on 493,50,810 equity shares of nominal value of H2 the previous year. EBITDA for the year reached H30,132 lakhs, up
each, aggregating to H1,776.63 lakhs and a special dividend for the from H20,561 lakhs in FY2016-17, a growth of 47% year on year.
year, on completion of 50 years of business, of H3.00 per share on EBITDA Margin for the year was 31%, up from 26% in FY2016-17, an
493,50,810 equity shares of nominal value of H2 each, aggregating expansion of 500 basis points. Profit before tax (PBT) increased by
to H1,480.52 lakhs. 48% from H17,676 lakhs in FY2016-17 to H26,248 lakhs during the
year under review. Profit after tax (PAT) at H17,896 lakhs in the current
3. SUB-DIVISION OF FACE VALUE OF EQUITY SHARES year recorded an increase of 35% from H13,265 lakhs in FY2016-17.
At the 19th Annual General Meeting of the Company held on June
29, 2017, Members had passed Resolution approving sub-division The key driver for the profit growth has been better market
of shares in the ratio of 5 Equity Shares of H 2 each for every 1 Equity penetration leading up to higher volumes, greater capacity utilisation
Share of H 10 each. The record date for the aforesaid sub-division and dynamic pricing. During the year the net turnover reached a

27
high of H87,341 lakhs, a growth of 26% over the previous year’s net new customers and penetration into new markets is ongoing. The
sales of H69,508 lakhs. The major contributors to this growth were key emphasis of this business has been on investing in research and
Contract Research & Manufacturing (CRAMS), Inorganic Fluorides development, towards building a strong product portfolio in niche
and Refrigerant Gas businesses. This revenue includes H5,568 lakhs fluorochemicals.
from our Dahej operations until 30th November 2017 (previous year
During the year the costs of key raw materials moved in mixed
H1,578 lakhs).
directions. The Company continued its strategy of importing
Exports reached H45,096 lakhs posting a healthy year-on-year growth fluorspar, its key raw material, from diverse sources and achieved in
of 44% over H31,361 lakhs of the previous fiscal, predominantly maintaining a steady price during the year. Sulphur and chloroform,
driven by CRAMS, Inorganic Fluorides and Refrigerant Gases. The the other critical raw materials experienced strong inflationary
domestic business grew by 11%, driven by Inorganic Fluorides, trends exerting stress on the margins across product lines. Sulphur
Refrigerant Gases and Specialty Fluorochemicals businesses. price witnessed a sharp 20% increase while chloroform prices
increased by 15% in comparison to F Y 2016-17. Price of boric acid
CRAMS business continued to achieve significant growth, achieving
showed a marginal downtrend during the year.
a turnover of H25,746 lakhs during the year up from H13,775 lakhs in
F Y 2016-17, a robust year-on-year growth of 87%. It contributed 29% On the energy cost front, cost of power increased by 5% vis-à-vis
of overall Turnover for the year. This revenue includes H5,568 lakhs F Y 2016-17. Non-availability of exchange traded power from other
from our Dahej operations until 30th November 2017 (previous year states to Southern Gujarat, continues to be a challenge. Price of
H1,578 lakhs). Successful delivery of a variety of orders as well as natural gas for the Company increased by 18% in the current fiscal
repeat orders from innovator global pharma majors, has reinforced compared to that of the previous year.
the business’s confidence in the capability to build and operate a
The Indian Rupee to US Dollar exchange remained fairly range
world class cGMP facility. Effective capacity utilisation of the cGMP
bound. The Rupee was at its strongest around mid-January at H63.60
manufacturing plant at Dewas has underpinned such growth
and the weakest in mid-October at H65.30 moving in a bandwidth of
during the year. Customer audits by several pharma majors have
about 3%. Towards the end of the current fiscal it was around H65.03.
been successfully completed during the year.
The year witnessed major shifts in the British Pound (GBP) and Euro.
Inorganic Fluorides business registered a significant growth from The GBP - INR rates were around H79.45 in April, moving up to H92.55
H12031 lakhs in FY 2016-17 to H14,823 lakhs during the current by March. At the end of the current fiscal it was at H91.25, recording
year, a growth of 23% year on year. It contributed around 17% of a movement of about 16%. The Euro also moved about 17% during
overall turnover. The growth has been fuelled by positive traction in the current fiscal. Euro - INR was at H68.82 in mid-April and by
the volumes and prices, both in the domestic as well as the export March it reached H80.21. The exchange gain of H58 lakhs shown
sector across key product portfolios. The exports business doubled under Other Income, is on account of timing difference of foreign
during the year to constitute 13% of the total inorganic basket, exchange transactions and their realisation and / or restatement.
which further improved the capacity utilisation in this vertical.
During the current year, the Company approved a capital
Refrigerant Gases business witnessed a growth of 15% year-on- expenditure of H11,500 lakhs towards creating additional cGMP
year, achieving a turnover of H24,193 lakhs during the year against capacity and associated infrastructure. This capex is underway at the
H21,104 lakhs in F Y 2016-17. It contributed around 28% of overall Company’s Dewas facility, which is the hub of the CRAMS activities.
turnover. The exports in the Refrigerant portfolio, constituted The new capacity is expected to come on stream by June 2019.
approximately 35%. Despite the seasonal nature of the product, The expanded capacity will be utilised for the Company’s growing
pricing corrections both in the domestic and export market helped contract manufacturing activity for the value added complex
in the increase in turnover. The exports segment was strong due to chemicals and fluoro intermediates, manufactured for innovator
growth in demand in key export markets. pharma companies across the globe. The Investment in expansion
of the capacity is based on customer enquiries and discussions and
Specialty Chemicals business remained more or less flat with a
in anticipation of future research pipeline of innovators. The new
turnover of H22,579 lakhs in the current year vis-à-vis H22,598 lakhs
capacity addition will be similar to the Company’s existing multi
in FY 2016-17. It contributed around 26% of the overall turnover.
product plant configuration with multistage batch and products
The exports share in this business was about 38%. The business
processing capabilities. The Company has reached out to markets in
continued to experience headwinds in demand generation from
the US, Europe and Japan by having direct representations in those
both global agrochemicals and domestic pharma majors. The efforts
geographies, in addition to the strong presence of Manchester
on creating a diversified portfolio of innovative products, winning

28 l ANNUAL REPORT 2017-18

Organics Limited (MOL) in the UK. The integration with MOL has also Chemical Council. ‘Responsible Care’ is the chemical industry’s
worked well and helped gain a higher share in the CRAMS universe unique global initiative that drives continuous improvement in
of fluorinated molecules. health, safety & environment performance together with open and
transparent communications with stakeholders. The logo is awarded
The Company’s business relating to manufacture and sale of
in recognition of a company’s commitment to sustainability. Our
Specialty Fluorochemicals at Dahej was transferred to Convergence
Responsible Care accreditation was reaffirmed for another period of
Chemicals Private Limited, a joint venture between the Company
three years starting from January 2018.
and Piramal Enterprise Limited, with effect from December 1, 2017,
on a going concern basis by way of slump sales together with all During the year, the Company has been declared a winner in the
the identified assets, liabilities, consents, permissions, services Chemical Industry Category-II “Excellence in Management of Health
of employees etc. Revenue from operations of this business till and Safety” by Indian Chemical Council, exemplifying the Company’s
November 30, 2017 was H5568 lakhs (previous year H1,578 lakhs), commitment towards HSE
which are included in the results.
5. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Through the year, the technology teams worked relentlessly to
The Company has five subsidiaries and two Joint Ventures:
improve productivity, quality and costs of various products to offer
a competitive marketing edge to the businesses on one hand (i) Sulakshana Securities Limited (SSL), an entity created to settle
and flexibility of sourcing to the supply chain team on the other. dues of the term lenders of Mafatlal Industries Limited (MIL),
Continuous focus on improving operating efficiencies across remained a wholly-owned subsidiary of the Company. After
manufacturing and supply chain applications, during the year, settling all the third-party dues, SSL was left with 1,455 Sq. Mtrs
have helped the Company improve its margins and secure deeper of commercial floor space in Mafatlal Centre, Nariman Point,
penetration in the market. The top-line growth coupled with higher Mumbai and a significant portion of this property has been
capacity utilisation, helped in better absorption of overheads, leased out on contemporary terms. SSL is utilizing its current
contributing to improvements in the operating margins. cash flows to repay its debt to the Company. During the year,
H330 lakhs has been repaid by SSL and its current outstanding
During the year a conservative inventory policy was followed in
to the Company is H1,049 lakhs.
order to remain closer to the market prices of all the raw materials
and access the resultant movement in the finished product prices. (ii) The Company owns 100% of Manchester Organics Limited
(MOL), a specialised chemicals research company in Runcorn,
The receivables and inventories management have been an area of
U.K., holding 51% of the ordinary voting shares of MOL directly
key management attention and are in line with the scope and scale
and the balance 49% through NFIL (UK) Ltd., a 100% step-
of operations and the levels were well within acceptable industry
down subsidiary created for the purpose. During the year MOL
norms.
reported turnover of £4674K and net profit of £265K. MOL
The Company sustained its good financial health with a sizeable declared a final dividend of £75K.
treasury income. The Company has maintained its credit rating at
(iii) A 100% subsidiary, NFIL (UK) Ltd was formed in the UK to
‘CARE AA’, indicating high degree of safety with respect to timely
acquire the balance shareholding of 49% from the shareholders
servicing of financial obligations and very low credit risk, for
of Manchester Organics Ltd. During the year, the Company
borrowings with a tenure of more than one year. The rating for short-
made further infusion of £1625K into NFIL (UK) Ltd., which has
term facilities of tenure less than one year, has been maintained at
been utilised to service the HDFC Bahrain Term Loan taken by
‘CARE A1+’, indicating very strong degree of safety with respect to
NFIL (UK) Ltd. to part finance the 49% acquisition of MOL.
timely servicing of its short term financial obligations and lowest
credit risk. During the year the Company maintained ‘CARE A1+’ (iv) A step-down subsidiary, NFIL USA Inc. was formed during
rating for issuance of Standalone Commercial Papers, to the extent the year, as a 100% subsidiary of NFIL (UK) Ltd. The primary
of H6,000 lakhs. objective of formation of this Company was to increase the
market penetration in US of the CRAMS business and attracting
The Company is fully committed towards its responsibilities in health,
appropriate talent as and when the business needs expansion.
safety and environmental (HSE) management and has continued
to make sizeable investments in HSE during the year, across all its (v) Navin Fluorine (Shanghai) Co. Ltd. (which is a wholly owned
locations. The Company is amongst very few Corporates in the foreign enterprise under Chinese Laws) was incorporated
country who has ‘Responsible Care’ accreditation from the Indian with a view to have a strategic presence closer to the source

29
 of key raw materials for our specialty and CRAMS business. The audited accounts of the subsidiary companies are placed on the
The quality and the cost of these materials make a significant Company’s website and the same are open for inspection by any
impact on various value added products being made by the member at the Registered Office of the Company on any working
Company. In view of the foregoing, it was thought prudent to day between 2.00 p.m. and 4.00 p.m. and the Company will make
have a permanent representation in China. During the year, available a copy thereof to any member of the Company who may
our Chinese presence has helped immensely to ensure timely be interested in obtaining the same.
procurement of some of the key raw materials for our CRAMS
and specialty business. We could exercise a better control 6. REPORTS ON MANAGEMENT DISCUSSION
over quality, cost of procurement and timeliness due to our ANALYSIS AND CORPORATE GOVERNANCE
presence in China. Our footprint in China is also helping us to As required under the SEBI (Listing Obligations & Disclosure
create strategic partnerships with key vendors. Requirements) Regulations, 2015, management discussion and
(vi) The Company has subscribed to 25% of the initial equity share analysis and corporate governance report are annexed as Annexure
capital of Swarnim Gujarat Fluorspar Private Limited. It is a Joint 1 and Annexure 2 respectively to this Report.
Venture (JV) with Gujarat Mineral Development Corporation
Limited (GMDC) and Gujarat Fluorochemicals Limited (GFL) 7. BUSINESS RESPONSIBILITY REPORT
formed for the purpose of beneficiation of fluorspar ores to As required under the SEBI (Listing Obligations & Disclosure
be supplied by GMDC from its mines. The entire quantity of Requirements) Regulations, 2015, Business Responsibility
the finished product viz. acid grade fluorspar will be bought Report describing the initiatives taken by the Company from an
out by the Company and GFL. This is a feedstock de-risking environmental, social and governance prospective, in the prescribed
initiative for long term fluorspar supply assurance, the most form is annexed as Annexure 3.
critical raw material of the Company. During the year various
matters affecting overall costing of the project and product 8. CORPORATE SOCIAL RESPONSIBILITY (CSR)
were discussed threadbare between the partners. This will help At Navin Fluorine International Ltd. (a part of Padmanabh Mafatlal
the partners to initiate the project related activities during the Group), fulfilling CSR is a way of life. It is a legacy coming down from
coming financial year. the same value tree, the lineage of Late Mr.A.N. Mafatlal who inspired
implementation of a range of CSR activities over the last fifty years,
(vii) The Company has entered into a Joint Venture (JV) agreement
in areas like poverty alleviation, healthcare, education, women’s
with Piramal Enterprises Limited (PEL) and accordingly a
company by the name of Convergence Chemicals Private welfare etc. in rural India, The Company will continue to follow the
Limited (CCPL) has been formed to leverage the Company’s path by contributing to social welfare and nation development.
capability in niche fluorination chemistry and deep outreach Pursuant to the provision of Section 135 of the Companies Act,
of the JV partner in the healthcare space. PEL holds 51% and 2013 (“the Act”) read with the Companies (Corporate Social
the Company owned 49% of the equity share capital of CCPL. Responsibility Policy) Rules, 2014, the Company has constituted a
During the year, Company’s business relating to manufacture CSR Committee. Mr. S.G. Mankad is the Chairman of the Committee
and sale of Specialty Fluorochemicals at Dahej was transferred and Mr.H.H. Engineer and Mr. V.P. Mafatlal are the other members of
to Convergence Chemicals Private Limited, with effect from
the Committee. The CSR Policy formulated by the Board based on
December 1, 2017, on a going concern basis by way of slump
the recommendations of the CSR Committee is available on weblink
sales together with all the identified assets, liabilities, consents,
http://www.nfil.in/policy/index.html
permissions, services of employees etc.
The amount required to be spent on CSR activities during the year
The financial position of each of the said seven Companies is
under report in accordance with the provisions of Section 135 of
given in the Notes to Consolidated Financial Statements.
the Act is H223.98 lakhs and the Company has spent H296.52 lakhs
The accounts of all the above subsidiaries and joint ventures during the current financial year (as against H302.08 lakhs during
have been considered in the consolidated financial results of the previous year). Thus, the Company has spent more amount on
the Company CSR activities than legally mandated. The requisite details on CSR
The Company does not have any material subsidiary. Policy on activities pursuant to Section 135 of the Act and as per Annexure
material subsidiary is available on weblink http://www.nfil.in/ attached to the Companies (Corporate Social Responsibility Policy)
policy/index.html Rules, 2014 are annexed as Annexure 4 to this Report.

30 l ANNUAL REPORT 2017-18

9. INDUSTRIAL RELATIONS and has worked across various facets of finance, accounting, MIS,
The relationship with the workmen and staff remained cordial and Systems Design and Integration, Business Planning and Analysis and
harmonious during the year and the management received full Acquisition in the last 21 years of his tenure with the Company.
cooperation from the employees.
14. EXTRACT OF THE ANNUAL RETURN
The Company continues to focus on extensive training and Extract of the Annual Return for the Financial Year ended on March
developmental activities and efficiency and quality improvement 31, 2018 as required by Section 92(3) of the Act and Rule 12(1) of the
initiatives. The total number of employees as on March 31, 2018 Companies (Management & Administration) Rules, 2014 is Annexed
was 684. as Annexure 6 to this Report.

10. INSURANCE 15. NUMBER OF BOARD MEETINGS

The properties and insurable assets and interests of the Company, During the year the Board of Directors met nine times. The details
like building, plant and machinery and stocks, among others, are of the Board Meetings are provided in the Corporate Governance
adequately insured. Report.

11. EMPLOYEE STOCK OPTION SCHEME 16. DIRECTORS RESPONSIBILITY STATEMENT

At the last Annual General Meeting of the Company held on June As required under the provisions of Section 134 of the Act, your
29, 2017, the Members had approved grant of options to the eligible Directors report that:
employees of the Company and its Subsidiaries upto a maximum (a) In the preparation of the annual accounts, the applicable
of 5% of the Issued and Paid-up Capital of the Company from time accounting standards have been followed along with proper
to time. explanation relating to material departures.
During the year 58830 Stock Options were granted to the employees. (b) The Directors have selected such accounting policies and
Pursuant to the provisions of Securities and Exchange Board of India applied them consistently and made judgements and estimates
(Share Based Employee Benefits) Regulations, 2014 as amended that are reasonable and prudent so as to give a true and fair
from time to time, the details of stock options as on March 31, 2018 view of the state of affairs of the Company at the end of the
are annexed as Annexure 5 to this Report. financial year and of the profits of the Company for that period.
(c) The Directors have taken proper and sufficient care for the
12. DIRECTORATE maintenance of adequate accounting records in accordance
Pursuant to the provisions of Section 149 (6) of the Act, Mr. T. M. M. with the provisions of the Act for safeguarding the assets of the
Nambiar has ceased to be an Independent Director with effect from Company and for preventing and detecting fraud and other
June 29, 2017 consequent upon appointment of Price Waterhouse irregularities.
Chartered Accountants LLP as Statutory Auditors of the Company
(d) The Directors have prepared the annual accounts on a going
wherein his relative (son-in-law) is one of the Partners but he does
concern basis.
not audit the accounts of the Company. Pursuant to the provisions
(e) The Directors have laid down internal financial controls (as
of the Act, Mr. T.M.M. Nambiar retires by rotation at the ensuing
required by Explanation to Section 134(5)(e) of the Act) to be
Annual General Meeting and being eligible, offers himself for re-
followed by the Company and such internal financial controls
appointment.
are adequate and are operating effectively.
13. CHANGES IN KEY MANAGERIAL PERSONNEL (f ) The Directors have devised proper systems to ensure
Mr. Sitendu Nagchaudhuri, the Chief Financial Officer of the Company compliance with the provisions of applicable laws and such
has tendered his resignation, with effect from close of business systems are adequate and operating effectively.
hours on June 15, 2018, to pursue his career interests beyond the
17. DECLARATION BY INDEPENDENT DIRECTORS
Company. The said resignation has been accepted by the Board
Mr. P.N. Kapadia, Mr. S.S. Lalbhai, Mr. S.M. Kulkarni, Mr. S.G. Mankad,
of Directors. Based on the recommendations of the Nomination
Mr. H.H. Engineer and Mrs. R.V. Haribhakti are independent in terms
and Remuneration Committee and the Audit Committee, the
of Section 149(6) of the Act and Regulation 16 of SEBI (Listing
Board of Directors has decided to appoint Mr. Ketan Sablok, who is
Obligations & Disclosure Requirements) Regulations, 2015.
currently Vice-President Finance, as the Chief Financial Officer of the
The Company has received requisite declarations/confirmations
Company with effect from June 16, 2018. Mr.Sablok is a Chartered
from all the above Directors confirming their independence.
Accountant and a Cost Accountant. He joined the Company in 1997

31
18. POLICY ON DIRECTORS APPOINTMENT AND Dahej to Convergence Chemicals Pvt. Ltd. during the year, necessary
REMUNERATION approval was obtained from the Shareholders by way of Postal
The policy on Directors appointment and remuneration approved Ballot. Related Party Transactions Policy is available on weblink
by the Board of Directors is available on the weblink http://www.nfil. http//www.nfil.in/policy/index.html
in/policy/index.html.
23. STATEMENT OF COMPANY’S AFFAIRS
19. AUDITORS REPORT The state of the Company’s affairs is given under the heading “Year
There are no qualifications, reservations or adverse remarks or in Retrospect” and various other headings in this Report and in
disclaimers made by the Auditors in their report on the Financial Management Discussion and Analysis Report which is annexed to
Statements of the Company for the Financial Year ended March 31, the Directors’ Report.
2018.
24. MATERIAL CHANGES AND COMMITMENTS, IF
20. PARTICULARS OF LOANS, GUARANTEES OR ANY, AFFECTING THE FINANCIAL POSITION OF THE
INVESTMENTS UNDER SECTION 186 OF THE ACT COMPANY
Particulars of loans given and of the investments made by the No material changes and commitments affecting the financial
Company as at March 31, 2018 are given in the Notes forming part position of the Company have occurred between the end of the
of the Financial Statements. During the Financial Year under review, financial year to which the financial statements relate and the date
the Company made investment in 16,25,000 equity shares of £ 1/- of this Directors’ Report.
each of NFIL (UK) Ltd. and 13,73,391 equity shares of RMB 1/- each
of Navin Fluorine (Shanghai) Co. Ltd. 25. ENERGY, TECHNOLOGY AND FOREIGN
EXCHANGE
The Company also made investments in schemes of various mutual Additional information on conservation of energy, technology
funds aggregating to H52,869.11 lakhs and during this period absorption, foreign exchange earnings and outgo as required,
realised H32,742.06 lakhs on redemption of units of various mutual to be disclosed in terms of Section 134 of the Act, read with The
funds and debentures. During the year under review, no new loans Companies (Accounts) Rules, 2014, is annexed as Annexure 8 to
were given by the Company. this Report.

21. SECRETARIAL AUDIT REPORT 26. RISK MANAGEMENT POLICY

Pursuant to Section 204(1) of the Act, the Secretarial Audit Report The Company has a structured risk management policy. The risk
for the Financial Year ended March 31, 2018 given by M/s.Makarand management process is designed to safeguard the organisation from
M. Joshi & Co., Company Secretaries is annexed as Annexure 7 various risks through adequate and timely actions. It is designed to
to this Report. The Company had inadvertently not published its anticipate, evaluate and mitigate risks in order to minimise its impact
Dividend Distribution Policy in last year’s Annual Report. Based on on the business. The potential risks are inventorised and integrated
query from National Stock Exchange, the Company has agreed with the management process such that they receive the necessary
to disclose the Policy for that year in this year’s Annual Report. consideration during the decision making. It is dealt with in greater
The Dividend Distribution Policy for the current year and last details in the Management Discussion and Analysis section.
year is unchanged and the same is also available on the website
of the Company at weblink http://www.nfil.in/policy/index.html. 27. ANNUAL PERFORMANCE EVALUATION
Through inadvertence there was some delay in transferring the In compliance with the provisions of the Act, and SEBI (Listing
unpaid dividend amount in case of interim dividend. Otherwise, Obligations and Disclosure Requirements) Regulations, 2015, the
the Company has been regular in transferring its unpaid dividend to performance evaluation was carried out as under:
Investor Education and Protection Fund. As regards delay in certain
Board:
filings, which was through oversight, the Company has taken
In accordance with the criteria suggested by The Nomination and
necessary steps. As regards Code of Conduct, the Company will take
Remuneration Committee, the Board of Directors evaluated the
necessary steps.
performance of the Board, having regard to various criteria such
22. RELATED PARTY TRANSACTIONS as Board composition, Board processes, Board dynamics etc. The
All the related party transactions that were entered into during the Independent Directors, at their separate meeting, also evaluated
year in the ordinary course of business were on arms’ length basis. the performance of the Board as a whole based on various criteria.
In case of related party transaction for transfer of undertaking at The Board and the Independent Directors were of the unanimous

32 l ANNUAL REPORT 2017-18

view that performance of the Board of Directors as a whole was 29. DISCLOSURE UNDER SECTION 197(12) AND
satisfactory. RULE 5(1) OF THE COMPANIES (APPOINTMENT AND
Committees of the Board REMUNERATION OF MANAGERIAL PERSONNEL)
The performance of the Audit Committee, the Corporate Social RULES, 2014
Responsibility Committee, the Nomination and Remuneration The requisite details relating to ratio of remuneration, percentage
Committee and the Stakeholders Relationship Committee was increase in remuneration etc. as stipulated under the above Rules
evaluated by the Board having regard to various criteria such are annexed as Annexure 9 to this Report.
as committee composition, committee processes, committee
30. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE
dynamics etc. The Board was of the unanimous view that all the
COMPANIES (APPOINTMENT AND REMUNERATION
committees were performing their functions satisfactorily and
OF MANAGERIAL PERSONNEL) RULES, 2014
according to the mandate prescribed by the Board under the
The requisite details relating to the remuneration of the specified
regulatory requirements including the provisions of the Act,
employees covered under the above Rules are annexed as
the Rules framed thereunder and SEBI (Listing Obligations and
Annexure 10 to this Report.
Disclosure Requirements) Regulations, 2015.

Individual Directors 31. ORDERS BY REGULATORS, COURTS OR TRIBUNALS

(a) Independent Directors: In accordance with the criteria No significant and/or material orders were passed by any regulator
suggested by The Nomination and Remuneration Committee, or court or tribunal impacting the going concern status and the
the performance of each independent director was evaluated Company’s operations in future.
by the entire Board of Directors (excluding the director being
evaluated) on various parameters like qualification, experience, 32. INTERNAL FINANCIAL CONTROLS
availability and attendance, integrity, commitment, governance, The existing internal financial controls are commensurate with the
independence, communication, preparedness, participation nature, size, complexity of operations and the business processes
and, value addition. The Board was of the unanimous view followed by the Company. They have been reviewed and found
that each independent director was a reputed professional satisfactory by the Management on the following key control
and brought his/her rich experience to the deliberations of the matrices:
Board. The Board also appreciated the contribution made by a. Entity level controls;
all the independent directors in guiding the management in
b. Financial controls; and
achieving higher growth and concluded that continuance of
each independent director on the Board will be in the interest c. Operational controls
of the Company. Which included authority and organisation matrix, standard
(b) Non-Independent Directors: The performance of each of the operating procedures, risk management practices, compliance
non-independent directors (including the Chairperson) was framework within the organisation, ethics and fraud risk
evaluated by the Independent Directors at their separate management, management information system, self-assessment
meeting. Further, their performance was also evaluated by the of control point, business continuity and disaster recovery planning
Board of Directors. Various criteria considered for the purpose and budgeting systems.
of evaluation included qualification, experience, availability
and attendance, integrity, commitment, governance,
33. AUDITORS
At the 19th Annual General Meeting held on June 29, 2017,
independence, impartiality, communication, business
the Members approved appointment of M/s. Price Waterhouse
leadership, people leadership, meeting conduct, preparedness,
Chartered Accountants LLP (Firm Registration No.012754N/
participation, transparency and investor relations and value
N500016) to hold office from the conclusion of the 19th Annual
addition. The Independent Directors and the Board were of the
General Meeting until the conclusion of the 24th Annual General
unanimous view that each of the non-independent directors
Meeting (subject to ratification of the appointment by the Members,
was providing good business and people leadership.
at every Annual General Meeting held after the 19th Annual General
28. DEPOSITS Meeting) on such remuneration as may be fixed by the Board apart
The Company has not accepted or continued any public deposits as from reimbursement of out of pocket expenses as may be incurred
contemplated under Chapter V of the Act. by them for the purpose of audit.

33
On May 7, 2018, Section 40 of the Companies Amendment Act, 35. APPRECIATION
2017 (amending Section 139 of the Companies Act, 2013) has been The Directors wish to place on record their appreciation of the
notified whereby ratification of Statutory Auditor’s appointment devoted services of the employees, who have largely contributed
is not required at every Annual General Meeting. Accordingly, to the efficient management of your Company. The Directors also
resolution for ratification of appointment of Statutory Auditors is place on record their appreciation for the continued support from
not proposed. the shareholders, the lenders and other associates.

34. COST AUDITORS

For and on behalf of the Board,
As per the requirements of Section 148 of the Act, read with
The Companies (Cost Records and Audit) Rules, 2014, the Audit
of the Cost Accounts relating to Chemical products is being
carried out every year. The Board of Directors have based on the V.P. Mafatlal
recommendation of the Audit Committee appointed Mr. B.C. Desai, Place: Mumbai Chairman
Cost Auditor, Ahmedabad (Membership No.M-1077) to audit the Dated: May 9, 2018 (DIN:00011350)
cost accounts of the Company for the year 2018-19 from April 1, Regd. Office:
2018 to March 31, 2019 on a remuneration of H3,50,000/-. As 2nd floor, Sunteck Centre,
required under the Act, necessary resolution seeking Member’s 37/40, Subhash Road, Vile Parle (East),
ratification for the remuneration payable to Mr. B.C. Desai is being Mumbai 400057.
included in the Notice convening the 20th Annual General Meeting. Tel: 91 22 6650 9999, Fax: 91 22 6650 9800
The Cost Audit Report in respect of Financial Year 2017-18 will be E-mail: [email protected], Website: www.nfil.in
filled on or before the due date i.e. September 27, 2018. CIN: L24110MH1998PLC115499

34 l ANNUAL REPORT 2017-18

 ANNEXURE-1

MANAGEMENT DISCUSSION
AND ANALYSIS
Global economic overview 3.7% global economic growth in 2017, some 60 bps higher than the
In 2017, a decade after the global economy spiraled into a meltdown, previous year.
a revival became visible. Every major economy expanded and a Crude oil prices increased in 2017, the prices at the beginning of the
growth wave created jobs. This reality was marked by ongoing year being $54.13 per barrel, declining to a low of $46.78 per barrel
Euro-zone growth, modest growth in Japan, late revival in China in June 2017 and closing the year at $61.02 per barrel, the highest
and improving realities in Russia and Brazil leading to an estimated since 2013.

Global economic growth for 6 years

Year 2014 2015 2016 2017 (e) 2018 (f) 2019 (f)
Real GDP Growth 3.5 3.2 3.1 3.7 3.9 3.0
(%)

[Source: World Economic Outlook, January 2018] e: estimated f: forecasted

A review of the various national economies is provided below: GCC: GCC countries were affected by the oil price decline (~60%
The US: The world’s largest economy entered its ninth straight year since 2013), resulting in macro-economic instability that affected
of growth in 2017 (2.3% compared to 1.6% in 2016) catalysed by job creation and growth. GDP growth remained subdued at 1.8%
the spillover arising out of government spending by the previous in 2017 despite efforts to boost the non-oil private sector economy.
administration coupled with US$1.5 trillion worth of tax cuts Regional growth is projected to increase steadily after 2017 to 3% in
stimulating investments. Private consumption continued to grow at 2018 and 3.2% by 2020, following acceleration among oil exporters
a robust pace from 1.5% in 2016 to 2.2% in 2017. and importers, moderated geopolitical tension and rise in oil prices.
Euro zone: This region experienced the upside arising out of cheap (Source: World Bank)
money provided by the central bank. In 2017, Euro zone is estimated
Russia: The economy appeared to have exited a two-year recession
to grow 2.4% compared with 1.8% in 2016, the broad-based growth
that, thanks to the authorities’ effective policy response and
visible in all Euro-zone economies and sectors. (Source: WEO
January 2018). existence of robust buffers, proved shallower-than-past downturns.
In 2017, Russia was estimated to grow 1.9% following negative
China: TThe Chinese economy grew faster than expected in the
growth of 0.6% in 2016 (WEO) and a projected GDP growth of 1.8%
fourth quarter (October to December) of 2017 at 6.8%, aided by
in 2018. (Source: MOMR)
a recovery in exports. This helped China celebrate its first annual
growth in seven years. For the full year, China’s growth is estimated Brazil: In 2017, Brazil grew at 1.1% following 3.5% in 2016. The
at 6.9%, its highest since 2010. Private firm investments rose grew
recovery in the GDP was boosted mainly by the agricultural
at 6% in 2017 from 3.2% in 2016. Disposable income growth picked
sector, which grew by 13%. According to the Brazilian Institute of
up to 7.3% in 2017 from 6.3% in 2016. Consumption should outpace
Geography and Statistics (IBGE), a decline in inflation 3.5% in 2017 as
investment and demand for services could remain strong (52% of
compared to 8.7% in 2016) contributed to economic growth.
economic output). China’s exports rose 6.9% from the previous year
to $188.98 billion in October 2017. (Source: WEO, NBS data) Outlook
Emerging Asia: Emerging Asia GDP was estimated at 6.5% in 2017. The outlook for advanced economies improved, notably for the
Cambodia, Laos and Myanmar are projected to grow the fastest Euro area, but in many countries inflation remained weak, indicating
in the ASEAN, while Philippines and Vietnam are expected to lead that slack was yet to be eliminated and prospects for growth in GDP
growth in ASEAN-5 (Indonesia, Malaysia, Philippines, Thailand and per capita were held back by weak productivity growth and rising
Vietnam). The region is being driven by infrastructure spending and old-age dependency ratios. Global growth forecasts for 2018 and
stable economies.

35
2019 were revised upward by 20 bps to 3.9%, reflecting improved balance and reduction in fiscal deficit to GDP.
momentum and the impact of tax policy changes in the US. (Source:
The year under review was marked by various structural reforms
WEO, IMF)
by the Government. In addition to GST introduction, the year
Indian economic overview witnessed significant resolution of problems associated with bank
After registering GDP growth of over 7% for the third year in non-performing assets, FDI liberalisation, bank recapitalisation and
succession in 2016-17, the Indian economy headed for slower privatisation of coal mines. After remaining in negative territory for
growth estimated at 6.7% in 2017-18. Even at this lower growth for a couple of years, export growth rebounded during 2016-17 and
2017-18, GDP growth averaged 7.3% for the period 2014-15 to 2017- strengthened in 2017-18; foreign exchange reserves rose to US$ 414
18, achieved through lower inflation, improved current account billion as on January 2018. (Source: CSO, economic survey 2017-18)

Estimation for the FY2017-18 Vs FY 2016-17

2017-18* 2016-17

GDP growth 6.7% 7.1%

GVA growth 6.4% 9.0%

Farm growth 3% 9.0%

Manufacturing growth 5.1% 9.3%

Power and Gas growth 7.3% 6.5%

Mining growth 3% 1.9%

Construction growth 4.3% 3.5%

Trade, hotel, transport, telecom growth 8.3% 9.8%

Financials, realty growth 7.2% 9.8%

Public, admin, Defence growth 10.1% 16.6%

Per capita income growth 8.3% 9.7%

**Estimated
(Source: http://pib.nic.in/newsite/PrintRelease.aspx?relid=163287)

Key government initiatives Doing Business 2017 report, a result of the Central Government’s
World Economic Forum’s Global Competitiveness Report 2017 pro-reform agenda, comprising measures like the passing of
ranked India at an impressive 23 in the Global Competitiveness Insolvency and Bankruptcy Code, simplifying tax computation and
Index from 39 in 2016. Demonetisation dampened short-term merging applications for PAN and TAN. In addition, Aadhaar-based
growth, but this could prove beneficial across the long-term. identification approach could streamline the regulatory regime.
(Source: KPMG)
Some government initiatives comprised:

Bank recapitalisation scheme: The Central Government Goods and Services Tax: The Government of India launched GST
announced a capital infusion of H2.1 lakhs cr in public sector banks. in July 2017 with the vision of creating a unified market. Under this
regime, various goods and services are taxed as per five slabs (28%,
Expanding road network: The Government of India announced a
18%, 12%, 5% and zero tax).
H6.9 lakhs crore investment to construct 83,677 kilometres of roads
across five years.
Foreign Direct Investment: Foreign direct investment increased
Improving ecosystem: The country was ranked at the hundredth from approximately US$24 billion in FY2012 to approximately
position, an improvement of 30 places in the World Bank’s Ease of US$60 billion in FY2017, an all-time high.

36 l ANNUAL REPORT 2017-18

Coal mining opened for private sector: Ending state monopoly, match the endless demand for fluorochemicals. Several businesses
the government opened coal mining to private sector firms are shifting their focus towards the emerging economies of the
for commercial use, the most ambitious sectoral reform since Asia Pacific, the Middle East and Africa. The inorganic and specialty
nationalisation in 1973. Coal accounts for around 70% of the country’s fluorochemicals market could surpass US$10 billion by 2024, driven
power generation, and the move for energy security through by a steadily escalating demand for sodium fluoride. (Source: Globe
assured coal supply is expected to attract major players, enhance News Wire, GM Insights, Grand View Research)
sectoral efficiency, widen competition, increase competitiveness
and induct best technologies. Indian fluorochemical industry overview
The Indian fluorochemical market is closely linked with the
Doubling farm incomes: The government initiated a seven-point
developments of the country’s automobile, air conditioning and
action plan to double farm incomes by 2022.
refrigeration, construction, cold storage and pharmaceutical
segments. The pharmaceutical segment emerged as one of the key
Outlook
drivers of the industry.
World Bank projected India’s economic growth to accelerate to
7.3% in 2018-19 and 7.5% in 2019-20. Strong private consumption The long-term Indian prospects for fluorochemicals remain strong in
and services are expected to support economic activity. Private India owing to under-penetration of most of the end-use products
investment is expected to revive as soon as the corporate sector like air conditioners, automobiles, cold storages, refrigerated
adjusts to GST. The recapitalisation package for public sector banks transport and pharmaceuticals, among others. Besides, India being
announced by the Government of India is expected to resolve a tropical country, the demand for air conditioning and refrigeration
banking sector Balance Sheets, enhance credit availability and spur is not expected to subside any time soon. ~55% of the market
investment. (Source: IMF, World Bank) demand in India is for hydrochlorofluorocarbons, while the balance
is for hydrofluorocarbons. However in recent times there has been
Global fluorochemicals industry overview a gradual shift in preference towards hydrofluorocarbons following
The global fluorochemicals market is spread across five key regions, a number of product launches and stiffening environmental
which include Europe, the Asia Pacific, Latin America, North America, regulations.
Africa and the Middle East. The market is expected to increase with a
healthy CAGR of 5.3% during the forecast period from 2016 to 2025 Indian specialty chemicals industry overview
and reach a valuation of US$26.71 billion by 2025. Of all these regions, The Indian specialty chemicals sector witnessed revenues growing
Asia Pacific is predicted to report the maximum growth in the next at a rate of ~11% y-o-y for the nine-month-period, ending 31st
few years, reaching ~US$15.21 billion by end-2025. Other markets December 2017. The increase in volumes was primarily on account
such as the Middle East, Africa and Latin America are also expected of a shift in raw material supply sources. The Central Government’s
to clock high growth during the same period. One of the foremost ‘Make in India’ programme enhanced the competitiveness of the
growth drivers for the global fluorochemicals market was the rising chemicals sector by de-licensing manufacturing for most chemicals
demand for refrigerants required for HVAC applications as well as and permitting 100%-FDI. (Source: IIFL, CII)
for the food and beverages sector. The various advantages offered
by fluorocarbons (anti-corrosive nature, high electrical insulation, Outlook
resistance to chemicals and heat, among others) coupled with the The specialty chemicals industry is expected to reach US$70 billion
technological advancements being made in terms of extraction by 2020 from US$25 billion in 2015. This rapid growth is being
from raw materials (acidspar and metspar) caused prices to fall. The sustained by the convergence of a number of factors: a greater
Asia Pacific countries reported the highest revenue growth, ideally compliance with environmental norms, stronger IPR regulations and
located for setting up industries and exporting raw materials for a growing pool of knowledgeable sectoral personnel. The coming
processing. (Source: Globe News Wire, GM Insights) together of these elements brightened the long-term prospects for
major Indian firms, inspiring them towards capacity-building and
Outlook helping them grow bigger. (Source: CII)
The global fluorocarbons output is anticipated to exceed 2.2 million
tonnes by 2024, with valuations reaching US$ 31.21 billion. With key Opportunities
players laying a keen emphasis on bolstering product portfolios, the Fluorochemicals generate a lot of demand from the pharmaceutical
global fluorochemicals market has become saturated, especially in industry owing to non-flammable properties. The automobile
North America and Europe. Most manufacturers are striving hard to industry is gradually moving towards usage of light-weight

37
materials, a growth driver for the fluorochemicals industry. High- Growth drivers
end fluorochemicals have always enjoyed consistent demand in Escalating demand for refrigerants: Increasing refrigerator
the electronics segment. Eco-friendly refrigerants are fast replacing demand in the household and industrial sectors owing to
hydrofluorocarbons in air-conditioning equipment. Various changes in consumer lifestyle are among the key trending
innovative applications driven by technological advancements factors fueling fluorochemicals market growth. Global
are stimulating the demand for fluoropolymers. Other potential refrigerator spending is expected to surpass 450 million units
applications include agrochemical compounds, pesticides, by 2024. The fluorochemicals industry is positively driven by
insecticides and herbicides. The market for fluoropolymers in India extensive applications in the refrigeration and air conditioning
is expected to grow at a CAGR of 9.5% during 2014-19. (Source: industry. Rising affluence worldwide and considerable building
Strategyr, GM Insights, Tech Sci Research) construction is enhancing the demand for fluorochemicals.
They help generate demand for refrigerants, which are mostly
required in HVAC applications and the food and beverages
industry, while fluorochemicals like hydrofluorocarbons
and hydrochlorofluorocarbons play an important role in the
HCFC – India’s plan for a gradual phase out
production of these refrigerants. (Source: Transparency Market
India launched its plan to phase out one of the
Research, GM Insights)
key refrigerants - Hydrochlorofluorocarbon (HCFC)
Growing applications in the automobiles industry: Global
- under its ultimate goal to end use of ozone-
aluminum consumption is expected to exceed 100 million
depleting substances (ODS) by switching over to
tonnes by 2024. Hydrogen fluoride is extensively used in
non-ozone depleting and low global warming
manufacturing aluminum through electrolysis. Henceforth,
potential technologies. vehicles production capacity expansion, owing to an increase
The fresh plan is meant for the 2017-23 period; in disposable incomes, will facilitate the fluorochemicals
the final goal is to phase out consumption market demand in this segment. Also, increasing use of light-
and manufacture of this ozone-depleting weight materials in automobile production is driving growth of
inorganic fluorochemicals. (Source: GM Insights)
refrigerant under an accelerated plan by 2030.
The HCFC is currently used in various sectors Expanding possibilities through R&D: Chemical companies
including refrigeration, air conditioning and foam around the world invested € 212.8 billion in 2016, up from €
83.8 billion in 2006. On a global basis, the level of investment
manufacturing.
in the chemicals sector was 2.5x higher in 2016 compared to a
decade ago. (Source: FR Zone)

Businesswise Performance
1. Refrigerants systems increase, demand for the refrigerant gas could also rise.
Revenues earned during FY2017-18: H24193 lakhs With usage of HCFC 22 (R 22) for non-emissive purposes being
NFIL’s refrigerant business was started in 1967. Over the last five allowed, the Company continues to focus on these applications.
decades, the Company has emerged as a preferred player in this Over the last few years, the Company has witnessed traction in
vertical across the globe. The Company’s Mafron brand is a generic non-emissive applications like feedstock in pharmaceutical and
name for refrigerant gas in the country. More than 120 distributors agrochemical intermediates manufacture.
are responsible for selling its products in India and across the globe. The outlook for this business is positive with increasing demand
Under the Montreal Protocol, the phasing down of HCFC 22 (R 22) for air conditioners and cooling solutions in the domestic as well as
for emissive purposes began from January 1, 2015 in developing overseas markets. This demand is augmented by focused marketing
countries (Article 5 parties). The next ramp down in production and a strong distributor network across India, South East Asia and
would be in 2020. However, as demand for refrigeration and cooling Middle East countries.

38 l ANNUAL REPORT 2017-18

2. Inorganic fluorides within Indian and international markets remained high. China’s
Revenues earned during FY2017-18: H14823 lakhs inability to cater to global requirements of various inorganic
chemicals helped improve our global footprint. We entered new
NFIL’s inorganic portfolio caters to several key sectors such as steel,
partnerships in Europe and signed several new customers. We
glass, oil & gas, abrasives, electronic products, pharmaceutical
utilised our capacities optimally during this year.
drugs and agrochemical intermediates among others.
The Company will continue to focus on increasing its product
FY2017-18 proved to be a watershed for the inorganic fluorides
portfolio and strengthening relationships with international
vertical, as we recorded our highest-ever revenue growth (in terms
customers.
of both value and volume). The demand for Hydrogen Fluoride

3. Specialty chemicals expectations. The global agrochemicals sector continued to face

Revenues earned during FY2017-18: H22579 lakhs headwinds, which affected commercialisation of our product
pipeline. We continue to review the research pipeline ensuring
NFIL’s specialty chemicals business is engaged in manufacturing
that we launch products relevant to industry needs. Our product
niche fluorine-based molecules for downstream use in the
pipeline is directed more towards the pharma sector. The potential
pharmaceuticals, agrochemicals and chemicals industries.
for specialty chemicals is good and we are confident that this
During the year FY 2017-18, our specialty business continued business will be back on the growth path.
to face challenges. The performance remained static and below

4. Contract research and manufacturing services Dewas site, which will be operationalised in 2019-20. The expanded
(CRAMS) capacity would be utilised for meeting the incremental demand
Revenues earned during FY2017-18: H25746 lakhs emanating from the value-added complex chemicals and fluoro-

Leveraging our decades-long experience in fluorination chemistries, intermediates niches. The new capacity addition will be synced with
NFIL forayed into the global pharmaceutical and agrochemicals the Company’s existing multi-product plant configurations with
segment (scale-up and small and large batch manufacturing) in multi-stage batches and processing capabilities.. During the year,
2010 to move up the value chain. our Dahej operation was transferred to Convergence Chemicals
Private Limited, a joint venture between the Company and Piramal
During the year under review, we were able to build further on our
Enterprise Limited, with effect from 1st December 2017, on a going
fast growing CRAMS business. Our integrated CRAMS operations
and business development teams within India, UK and USA were concern basis by way of slump sales together with all identified
able to attract new customers while holding on to our existing assets, liabilities, consents, permissions, services of employees etc.
relationships. Based on our growth expectations, the Board Revenue from operations of this business till 30th November 2017
approved an investment of H115 cr to build one more plant at The was H5568 lakhs.

Health, safety and environment Fluorine molecule continues to maintain its criticality in the
The Company is fully committed to its responsibilities in health, safety development of new molecules in the life sciences sector i.e.
and environmental (HSE) management and continued to make the pharmaceuticals and agrochemicals. In the refrigeration
sizable investments in HSE during the year. The Company is among sector, while new generation of molecules are replacing older
few corporates in the country with ‘Responsible Care’ accreditation ones, most molecules continue to have Fluorine in their structure
from the Indian Chemical Council. ‘Responsible Care’ is the The Company’s positioning in the fluoro-specialties space is
chemical industry’s unique global initiative that drives continuous strong; this niche business with high entry barriers provides the
improvement in health, safety & environment performance together necessary protection from competitive threats
with open and transparent communication with stakeholders. Our Strong reputation as a reliable provider of fluorinated chemicals
Responsible Care accreditation was extended for three years. and established presence among major pharmaceutical and
agrochemicals producers provides an additional edge
Opportunities and threats Significant investments made in Research & Development, CRO
The Company is poised to exploit emerging market opportunities and CRAMS, provide the launching pad to synthesise value-added
and is continuously driving its research and innovation, which act as molecules alongside innovator companies, finally migrating to
catalytic agents in realising its aspirations. full-fledged manufacture of high-potential compounds.

39
 China’s inability to meet market demand would result into The Company prioritises risks and each risk is attached with a
customers looking at sustainable sourcing from India. designated owner, who monitors the likelihood of occurrence,
The threats closely monitored by the Company comprise: the probable impact on the business and implementation of a risk
mitigation programme. The progress is reviewed along with the
a. Currency volatility
regular management review process.
b. Unpredictable pricing policies of Chinese competitors in some
of our products. Human resources
c. Increasing urbanisation around our plant at Surat. The Company has always believed that any company is as good
d. Emergence of alternative molecules against our key products. as its employees and henceforth has always been proactive with
respect to human resource development activities.
Financial statement analysis
The Company’s key financial highlights are mentioned below: Many new initiatives were taken during the year under review to
develop skill sets and personality through various programmes
Total income increased by 23% from H79247 lakhs in 2016-17 to aimed at young talent in the Company. Various initiatives to maintain
H 97668 lakhs employee mental and physical health were conducted. With NFIL’s
Profit before tax increased by 48% from H17676 lakhs in 2016- people retention rate better than the most in the industry, we can
17 to H 26248 lakhs say that our initiatives have been awarding us well. There were
Net profit increased by 35% from H13265 lakhs in 2016-17 to cordial and harmonious industrial relations during the year. About
H17896 lakhs 31 employees were awarded 25-year long service awards.
The Company reported an EPS of H36.34 in 2017-18 compared The Company had 684 employees as on 31st March, 2018.
to H 27.10 in 2016-17
Internal control systems and their adequacy
Risk management The internal control systems of the Company are effective and
At NFIL, we realise the need to better understand, anticipate,
adequate for business processes with regards to efficiency of the
evaluate and mitigate business risks in order to minimise their
operations, compliance with applicable laws and regulations,
impact on our business.
financial reporting and controls, among others, that are
Our risk management programme is aligned with our business commensurate with the size and complexities of the operations.
strategy, process, technology, people, culture and governance. These are regularly tested for their effectiveness by the statutory as
The Company’s fundamental approach to risk management remains well as the internal auditors.
the same: All the Company’s major business processes are currently run
Forward-looking approach to identify and measure risks on SAP ECC 6. The internal control systems have been designed
In-depth knowledge of the business and competitors to provide reasonable assurance with regard to recording and
providing reliable financial and operational information. An
Diligence in risk identification and management
independent firm of chartered accountants carries out the internal
The Company’s structured risk management programme safeguards audit across the organisation including Manchester Organics
the organisation from various risks through adequate and timely Limited, the UK-based subsidiary of the Company. The internal
action. The objectives of the Company’s risk management auditors review the adequacy, integrity and reliability of the internal
framework comprise the following: control systems and suggest improvements in its effectiveness. The
To identify, assess, prioritise and manage existing as well as internal audit team conducts extensive reviews covering financial,
emerging risks in a planned and cohesive manner operational and compliance controls and risk mitigation. Process
To increase the effectiveness of the internal and external improvements identified during the reviews, are communicated
reporting structure to the management on an on-going basis. Significant observations
To develop a risk culture that encourages employees to identify made by the internal auditors and the follow up actions thereon are
risks and associated opportunities, responding to them with reported to the Audit Committee. The Audit Committee monitors
appropriate timely actions. the implementation of the audit recommendations.

For and on behalf of the Board,

V.P. Mafatlal
Place: Mumbai Chairman
Dated: May 9, 2018 (DIN:00011350)

Regd. Office: 2nd floor, Sunteck Centre, 37/40, Subhash Road, Vile Parle (East), Mumbai 400057.
Tel: 91 22 6650 9999, Fax: 91 22 6650 9800, E-mail: [email protected], Website: www.nfil.in
CIN: L24110MH1998PLC115499

40 l ANNUAL REPORT 2017-18

 ANNEXURE-2

CORPORATE GOVERNANCE
REPORT
1. A BRIEF STATEMENT ON COMPANY’S 2. COMPOSITION OF THE BOARD OF DIRECTORS
PHILOSOPHY ON CODE OF GOVERNANCE As on 31st March, 2018, your Company’s Board of Directors
The essence of Corporate Governance lies in its transparency, its consisted of Ten Directors with varied experiences in different
efficiency lies in its ability to protect the stakeholders’ interest. This areas. Some of them are acknowledged as leading professionals
is precisely what your Company’s governance process and practice in their respective fields. The composition of the Board is in
ventured to achieve; a transparency and professionalism in action conformity with the provisions of SEBI (Listing Obligations and
as well as the implementation of policies and procedures to ensure Disclosure Requirements) Regulations, 2015 (“Listing Regulations”),
high ethical standards as well as responsible management. Mr. V.P. Mafatlal, the Chairman of the Company, heads the Board. The
Board comprises of one Executive Promoter Director, one Executive
To enunciate the spirit behind the governance process, your
Professional Director, two Non-Executive Non-Independent
Company listed out its various compliances with the statutory
Directors and six Independent Directors.
requirements of the day, as well as the spirit of the practice.

Sr. Names of Category (Executive / Number of Whether last Other $ Number of

No. Directors Non-Executive) Board Meetings AGM held on directorships Committee
attended 29th June 2017 held (including Membership /
attended in private Chairmanship in
companies at other domestic
the year-end) companies as at
the year end
1 Mr. V.P. Mafatlal Promoter Executive 9 Yes 9* --
2 Mr. T.M.M. Non-Executive 9 Yes 2 1
Nambiar Non-Independent
3. Mr. P.N. Kapadia Independent Non-Executive 8 Yes 10** 5
4 Mr. S.S. Lalbhai Independent Non-Executive 9 Yes 5 1
5. Mr. S.M. Kulkarni Independent Non-Executive 9 Yes 6*** 6
6. Mr. S.G. Mankad Independent Non-Executive 8 Yes 7 5
7 Mr. H.H. Engineer Independent Non-Executive 8 Yes 9**** 6
8. Mr. A.K. Srivastava Non-Executive 9 Yes 1 1
Non-Independent
9 Mrs. R.V. Independent Non-Executive 7 Yes 6***** 6
Haribhakti
10. Mr. S.S. Khanolkar Professional Executive 9 Yes 4****** --

* In seven Private Limited Companies and one Foreign Company

** In six Private Limited Companies
*** In two Private Limited Companies
**** In one Private Limited Companies
***** In one Private Limited Company - with listed debt securities.
****** In one Private Limited Companies and three Foreign Companies
$ Under this column, membership/chairmanship of Audit Committee and Stakeholders Relationship Committee is considered.

41
All the relevant information such as production, sales, exports, Familiarisation programme for Independent
financial results, capital expenditure proposals and statutory dues, Directors
among others, are as a matter of routine, placed before the Board The Company has a detailed familiarisation programme for
for its approval/information. Independent Directors to familiarise them with the Company, their
During the year 2017-18, nine meetings of the Board of Directors roles, rights, responsibilities in the Company, nature of the industry
were held on 28th April, 2017, 29th June, 2017, 14th July, 2017, 25th in which the Company operates, business model of the Company
July, 2017, 27th October, 2017, 21st December, 2017, 5th January, etc. The details of such programme are available on the weblink:
2018, 30th January, 2018 and 19th March, 2018. The Company http//www.nfil.in/about us/bod.html
has thus observed the provisions of the Companies Act, 2013 and
Listing Regulations allowing not more than 120 days gap between 3. AUDIT COMMITTEE
two such meetings. As required under Section 177 of the Companies Act, 2013 (“the
Act”) read with the provisions of Regulation 18 of the Listing
Personal shareholding of Non-Executive Directors, in the Company
Regulations, the Board has constituted an Audit Committee.
as on 31st March, 2018 is as follows:
Mr. T.M.M. Nambiar was the Chairman of the Committee till 29th June,
Name of the Directors Number of equity shares of 2017. He stepped aside as the Chairman of the Audit Committee
H2/- each, held due to change in his status from Independent to Non-Independent
Mr. T.M.M. Nambiar 5,000 Director consequent upon appointment of Price Waterhouse
Mr. P.N. Kapadia 6,925 Chartered Accountants LLP as the Statutory Auditors wherein his
relative (son-in-law) is one of the Partners, but does not Audit the
Mr. S.S. Lalbhai 5,000
Accounts of the Company. Mr. S.M. Kulkarni was appointed as the
Mr. S.M. Kulkarni NIL
Chairman of the Audit Committee w. e. f 30th June, 2017 . Mr. P.N.
Mr. S.G. Mankad NIL
Kapadia and Mr. S.S. Lalbhai are the other members of the Audit
Mr. H.H. Engineer NIL Committee. The terms of reference of the Audit Committee are as
Mrs. R.V. Haribhakti NIL outlined in the Act, and the Listing Regulations.
Mr. A.K. Srivastava 11,000
During 2017-2018, five meetings of the Audit Committee were held
DISCLOSURE OF RELATIONSHIP BETWEEN on 28th April, 2017, 14th July, 2017, 25th July, 2017, 27th October,
DIRECTORS INTER-SE 2017 and 30th January, 2018. The attendance of the members of
None of the Directors are related to each other. the Audit Committee was as follows:

Sr. Dates on which the Attendance of Directors

No. Audit Committee
Mr. S.M. Kulkarni Mr. T.M.M. Nambiar Mr. P.N. Kapadia Mr. S.S. Lalbhai
Meetings were held
1. 28th April, 2017 Attended Attended Attended Attended

2. 14th July, 2017 Attended Attended Attended Attended

3. 25th July, 2017 Attended Attended Attended Attended

4. 27th October, 2017 Attended Attended Attended Attended

5 30th January, 2018 Attended Attended Attended Attended

Executive Chairman, Managing Director, Chief Financial Officer, 4. NOMINATION AND REMUNERATION COMMITTEE
Statutory Auditors, Internal Auditors and Cost Auditors are usually As required under Section 178(1) of the Act, read with part D(A) of
invited and attend the meetings, of the Audit Committee. The Schedule II and Regulations 19 of the Listing Regulations, the Board
Company Secretary, Mr. N.B. Mankad acts as the Secretary of the has constituted the Nomination and Remuneration Committee. Mr.
Audit Committee. S. S. Lalbhai is the Chairman of the Committee. Mr.T.M.M. Nambiar
and Mr. S.M. Kulkarni are the other members of the Committee.

42 l ANNUAL REPORT 2017-18

The Committee is, inter alia, authorised to identify persons who are and other employees and granting of stock options to eligible
qualified to become Directors and who may be appointed in Senior employees. During the year, two meetings of the Committee
Management, evaluation of Directors performance, formulating were held on 28th April, 2017 and 19th March, 2018. The details of
criteria for determining qualifications, positive attributes and attendance of the members of the Nomination and Remuneration
independence of a director and recommending policy relating Committee are as follows:
to the remuneration for the Directors, key managerial personnel

Sr. Date on which the Nomination and Remuneration Attendance of Directors

No. Committee Meetings were held Mr. S.S. Lalbhai Mr. T.M.M. Nambiar Mr. S.M. Kulkarni
1. 28th April, 2017 Attended Attended Attended

2 19th March, 2018 Attended Attended Attended

Performance evaluation criteria for independent directors: Nomination and Remuneration Committee recommended the
remuneration policy relating to the remuneration for the Directors,
Each Independent Director’s performance was evaluated
Key Managerial Personnel and other employees which was
as required by Schedule IV of the Act having regard to the
approved and adopted by the Board and the same is available on
following criteria of evaluation viz. (i) qualification, (ii) experience,
weblink http://www.nfil.in/policy/index.html
(iii) availability and attendance, (iv) integrity (v) commitment.
(vi) governance (vii) independence (viii) communication
Details of remuneration to all the directors
(ix) preparedness (x) participation and (xi) value addition.
Remuneration paid to the Executive Directors and Non-Executive
Directors:
5. REMUNERATION OF DIRECTORS
In accordance with the provisions of Section 178(3) of the Act, the
(H in lakhs)
Sr. No. Director & Designation Category Salary and Perquisites Commission* Sitting Fees
1 Mr. V.P. Mafatlal Promoter Executive 236.17 329.00 --
Executive Chairman
2 Mr. T.M.M. Nambiar Non-Executive – 16.00 5.60
Non-Independent
3 Mr. P.N. Kapadia Independent – 16.00 5.60
Non-Executive
4 Mr. S.S. Lalbhai Independent – 16.00 5.95
Non-Executive
5 Mr. S.M. Kulkarni Independent – 16.00 5.95
Non-Executive
6 Mr. S.G. Mankad Independent – 16.00 3.85
Non-Executive
7 Mr. H.H. Engineer Independent – 16.00 3.85
Non-Executive
8 Mr. A.K. Srivastava Non-Executive – 16.00 3.85
Non-Independent
9 Mrs. R.V. Haribhakti Independent – 16.00 3.50
Non-Executive
10 Mr. S.S. Khanolkar Professional Executive 546.41** 114.00 –
Managing Director

*Payable in financial year 2018-2019

**Including perquisite value of ESOPs

43
The remuneration to Executive Directors includes Provident Fund, October, 2017 and the same were attended by all the members of
Superannuation Fund, perquisites and allowances etc. and is in the Committee.
accordance with the Nomination and Remuneration Policy.
Mr. N.B. Mankad, Company Secretary of the Company is the
Other service contracts, notice period and severance fees, among Compliance Officer of the Company and also acts as Secretary to
others – the Committee.

None except the Notice Period as per appointment letters – The other relevant details are as under:
(a) Mr. V.P. Mafatlal – 6 months and (b) Mr. S.S. Khanolkar – 3 months a) Number of complaints received from shareholders 27
In terms of the Company’s Employee Stock Option Schemes from 1st April 2017 to 31st March 2018
– 2007 and 2017 approved by the shareholders and 2017, b) Number of complaints resolved 23
Mr. S.S. Khanolkar has been granted 1,38,660 stock options in the c) Number of complaints not solved to the satisfaction 4
aggregate in accordance with the provisions of the above Scheme. of shareholders which were subsequently resolved
At the beginning of the year, Mr. S.S. Khanolkar had 92,625 options post March 31, 2018
to his credit. Mr. Khanolkar exercised 61,000 Options during the
year and accordingly 61,000 equity shares were allotted to him. 7. CORPORATE SOCIAL RESPONSIBILITY
The relevant details required to be disclosed under the Securities COMMITTEE:
and Exchange Board of India, (Share Based Employees Benefits) As required under Section 135(1) of the Act, the Board has
Regulations 2014 as amended, are given in Annexure 5 to the constituted a Corporate Social Responsibility Committee. Mr. S.G.
Directors’ Report. Mankad is the Chairman of the Committee. Mr. V.P. Mafatlal and Mr.
H.H. Engineer are the other Members of the Committee.
The Non-Executive Directors are paid remuneration in accordance
with the prevalent practice in the industry and commensurate with The Committee is inter alia authorised to formulate and recommend
their experience, time devoted to the Company and also taking into to the Board a CSR Policy, the amount of expenditure to be incurred
account profits of the Company. on the permissible activities and monitoring the CSR Policy.

Apart from the above remuneration, there is no other material During the year, two meetings of the Committee were held on 28th
pecuniary relationship or transactions by the Company with the April, 2017 and 27th October, 2017 and the same were attended by
Directors. all the Members of the Committee.

The performance criteria for payment of remuneration is stated in 8. INDEPENDENT DIRECTORS MEETING:
the Remuneration Policy available on weblink http://www.nfil.in/ Schedule IV to the Act, inter alia, prescribes that the Independent
policy/index.html Directors of the Company shall hold at least one meeting in a
year, without the attendance of non-independent directors and
6. STAKEHOLDERS RELATIONSHIP COMMITTEE: members of management. During the year, one meeting of
As required under Section 178(5) of the Act and Regulations 20 of independent directors was held on 19th March, 2018. All the
the Listing Regulations, the Company has constituted Stakeholders Independent Directors attended the Meeting. Mr. S.S. Lalbhai
Relationship Committee. Mr. P.N. Kapadia is the Chairman of the was unanimously elected as the Chairman of the Meeting of the
Committee. Mr. A.K. Srivastava and Mrs. R.V. Haribhakti are the other Independent Directors. At the meeting, the Independent Directors
members of the Committee. The Committee inter alia, looks into reviewed the performance of the non-independent directors
redressing the grievances of the Security holders of the Company (including the Chairperson) and the Board as a whole and assessed
viz. non-receipt of transferred shares and non-receipt of dividend, the quality, quantity and timeliness of flow of information between
among others. During 2017-2018, two meetings of the Stakeholders’ the Company, management and the board that is necessary for the
Relationship Committee were held on 28th April, 2017 and 27th board to effectively and reasonably perform their duties.

44 l ANNUAL REPORT 2017-18

9. GENERAL BODY MEETING:
Location and time where the last three Annual General Meetings (AGM) were held:
AGM Year Venue Date Time No. of Special
Resolutions passed
19th 2016-17 Rama & Sundri Watumull Auditorium, K.C. College, 29th June 2017 3.00 p.m. 3
Dinshaw Wacha Road, Churchgate, Mumbai 400020
18th 2015-16 Rama & Sundri Watumull Auditorium, K.C. College, 25th July, 2016 3.00 p.m. 1
Dinshaw Wacha Road, Churchgate, Mumbai 400020
17th 2014-15 Rama Watumull Auditorium, K.C. College, 29th June, 2015 3.00 p.m. 1
Dinshaw Wacha Road, Churchgate, Mumbai 400020
Last year i.e. 2016-17, the Company had passed with requisite majority one Special Resolution under Section 180(1)(a), Section 188 and other
applicable provisions of the Act and Listing Regulations through Postal Ballot. Separate communication containing all the requisite details
in respect of the same including the procedure for Postal Ballot was circulated to all the shareholders along with the Annual Report for the
year 2016-17. DM Zaveri & Co. Company Secretaries, were appointed as Scrutinizers to oversee the voting process. The voting pattern was as
under as per the Scrutinizers Report.

Total Total votes in favour of the Resolution Total votes against the Resolution Total invalid votes
valid No. of Ballot/E- Nos. % to total No. of Ballot/E- Nos. % to total No. of Ballot/E- Nos.
votes voting entry valid votes voting entry valid votes voting entry
3039079 479 2978385 98.0029 15 60694 1.9971 31 7440

10. MEANS OF COMMUNICATION:

The financial results of the Company are reported as mentioned below:

Quarterly results normally published/proposed to be published in Newspapers In English– Economic Times

In Marathi –Maharashtra Times
Details of Company Website where results are displayed www.nfil.in
Whether it displays official news release and the presentations, if any, made to Yes
institutional investors or to the analysts.

11. GENERAL SHAREHOLDERS INFORMATION:

A. 20th Annual General Meeting
Date : 24th July 2018
Time : 3.00 p.m.
Venue : Rama & Sundri Watumull Auditorium, K.C. College, Dinshaw Wacha Road
Churchgate, Mumbai 400020
B. Financial Calendar : 1st April 2018 to 31st March 2019 (tentative)
First quarterly results : End of July 2018
Second quarterly results : End of October 2018
Third quarterly results : End of January 2019
Audited yearly results : End of May 2019
C. Date of Book Closure (both days inclusive) : 17th July, 2018 to 20th July, 2018
D. Dividend payment date : 27th July, 2018
E. Listing : BSE Ltd. (BSE)
National Stock Exchange of India Ltd.(NSE)
The Listing Fees for the year 2018-19 have been paid to both the Stock Exchanges.
F. Stock Code : BSE: 532504
NSE: NAVINFLUOR EQ
G. ISIN Number : INE048G01026

45
H. MONTHLY HIGH AND LOW DURING EACH MONTH OF THE FINANCIAL YEAR:
Market price data – high, low, during each month in last financial year.
Bombay Stock Exchange (BSE Ltd.)
Month Highest Lowest BSE Sensex BSE Sensex Number of shares
Highest Lowest traded
April 2017 3250.00 3005.75 30184.22 29241.48 16573
May 2017 3178.90 2800.00 31256.28 29804.12 14046
June 2017 3249.00 2875.00 31522.87 30680.66 641911
July 2017* 3434.00 625.00 32672.66 31017.41 114872
August 2017 799.00 621.90 32686.48 31128.02 142630
September 2017 706.70 611.00 32524.11 31081.83 114605
October 2017 785.00 686.50 33340.17 31440.48 86114
November 2017 747.55 675.00 33865.95 32683.59 51871
December 2017 878.75 683.00 34137.97 32565.16 73857
January 2018 858.75 770.00 36443.98 33703.37 133890
February 2018 843.25 730.00 36256.83 33482.81 391014
March 2018 835.00 724.15 34278.63 32483.84 684913

National Stock Exchange of India Ltd. (NSE):

Month Highest Lowest NSE NIFTY NSE NIFTY Number of shares
Highest Lowest traded
April 2017 3240.00 3000.50 9367.15 9075.15 210528
May 2017 3269.95 2828.00 9649.60 9269.90 184751
June 2017 3262.95 2886.60 9709.30 9448.75 198100
1st to 18th July,17 3444.00 3000.00 10114.85 9543.55 129620
19th to 31st July,17* 705.00 621.00 1161937
1291557
August 2017 799.70 620.00 10137.85 9685.55 1875931
September 2017 688.75 615.00 10178.95 9687.55 993731
October 2017 785.00 685.00 10384.50 9831.05 1230642
November 2017 746.45 674.00 10490.45 10094.00 854566
December 2017 880.00 660.00 10552.40 10033.35 1120096
January 2018 860.00 770.20 11171.55 10404.65 638267
February 2018 843.95 711.00 11117.35 10276.30 1250405
March 2018 838.00 724.30 10525.50 9951.90 2901996

* Subdivision of face value of shares from One equity share of H10/- each to five equity shares of H2/- each was effective from 21st July,
2017.

46 l ANNUAL REPORT 2017-18

Performance in comparison to broad based indices: Performance in comparison to broad based indices:
Company share price and BSE Sensex Company share price and NSE Nifty
36,000.00 3500 11500 3500
35,500.00
35,000.00 3000 3000
11000
34,500.00
34,000.00 2500 2500
33,500.00 10500
33,000.00
2000 2000
32,500.00
32,000.00 10000
31,500.00 1500 1500
31,000.00 9500
30,500.00 1000 1000
30,000.00
29,500.00 500 9000 500
17

17
17

17
17

17
17

17
8

8
17

17
18

18
7

7
7

7
17

17
18

18
7

7
-1

-1
t-1

t-1
r-1

r-1
-

-
g-

g-
v-

v-
c-

c-
l-1

l-1
p-

p-
b-

b-
n-

n-
ay

ay
n-

n-
ar

ar
No

No
Ap

De

Ap

De
Oc

Oc
Au

Au
Se

Se
Fe

Fe
Ju

Ju

Ju

Ju
Ja

Ja
M

M
BSE Closing Index BSE Closing Price of Share NSE Closing Index NSE Closing Price of Share

I. REGISTRAR AND SHARE TRANSFER AGENTS: Mumbai Office:

M/s. Karvy Computershare Private Limited are the Registrars and Share 24B, Rajabahadur Mansion, Ambalal Doshi Marg, Ground Floor,
Transfer Agents of the Company. The address for correspondence is Fort, Mumbai 400023, Tel: 022-6623 5454, Fax: 022-6633 1135
as under: Ahmedabad Office:
M/s. Karvy Computershare Private Limited 201, Shail Complex. Opp Madhusudan House, Off C.G. Road,
Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Near Navrangpura Telephone Exchange, Ahmedabad 380 006
Nanakramguda, Hyderabad 500 032 Tel: 079 – 2640 0527, 6515 0009
Tel No 91- 040 -6716 2222 to 24, Fax No 91-040 -2342 0814 E mail: ahmedabad @karvy.com
E mail ID : [email protected]
[email protected], [email protected]
Website: www.karvycomputershare.com

J. Share Transfer System :

All the share related work is being undertaken by our R&T Agent, Karvy Computershare Pvt Ltd Any two Directors of the Share Transfer
Committee approves the share transfer, split and consolidation, among others, of the shares. The share transfers are registered and returned
within 15 days from the date of receipt if relevant documents are complete in all respects. The shareholders’/investors’ grievances are also
taken up by our R&T Agent.

K. Distribution of shareholding as on 31st March 2018 :

Slab Total number of shareholders % Number of Shares % of total share capital
Less than 500 80748 95.21 4380520 8.88%
501-1000 1822 2.15 1390748 2.82%
1001-2000 1123 1.32 1659317 3,36%
2001-3000 401 0.47 996610 2.02%
3001-4000 193 0.23 684341 1.39%
4001-5000 128 0.15 608070 1.23%
5001-10000 166 0.20 1234039 2.50%
10001-above 233 0.27 38397165 77.80
Total 84814 100.00 49350810 100.00

47
L. SHAREHOLDING PATTERN AS ON 31ST MARCH, 2018:

Sr. Category Number of shares % of

No. held holding
1. Promoters’ holding 15334714 31.07
2. Mutual Funds and UTI 8542137 17.31
3. Bank, Financial institutions, insurance companies, central / state government institutions 37936 0.08
4. FIIs (Foreign Institutional Investors) 8688592 17.60
5. Private Corporate Bodies 2340017 4.75
6. Indian Public 13889358 28.15
7. NRIs / OCBs 503736 1.02
8. Any other (please specify) Trust 14320 0.02
Total 49350810 100.00

M. DEMATERIALISATION DETAILS : that may have potential conflict with the interest of the
The equity shares of our Company are traded on BSE Ltd. and Company at large:
National Stock Exchange of India Ltd. None of the transactions with any of the related parties were in
As on 31st March 2018, 40,002 shareholders were holding 4,78,58,280 conflict with the interest of the Company.
equity shares in demat form which constitutes 96.98% of the total ii) Details of non-compliance by the Company, penalties, strictures
share capital of the Company. imposed by stock exchanges/SEBI or any statutory authority,
on any matter related to capital markets, during the last three
N. Outstanding GDR / ADR : N.A.
years:
O. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND None
HEDGING ACTIVITIES: iii) Details of establishment of vigil mechanism, Whistle Blower
The Company has a Board approved Foreign Currency Risk Policy and affirmation that no personnel has been denied
Management Policy. Any risk arising from exposure to foreign access to the audit committee,
currency for exports and imports is being hedged on a continuous
In accordance with the requirements of the Act, read with Listing
basis. As of now, the Company does not hedge any commodity
Regulations, the Company has a Whistle Blower Policy approved
price risk.
by the Board of Directors. The objectives of the policy are:
P. Plants / factories:
a. To provide a mechanism for employees and directors of
1. Navin Fluorine, Bhestan, Surat – 395023
the Company and other persons dealing with the Company
2. Navin Fluorine, Dewas, M.P. - 455002
to report to the Audit Committee; any instances of unethical
Q. Address for correspondence : behavior, actual or suspected fraud or violation of the
Navin Fluorine International Limited Company’s Ethics Policy and
a) Registered Office b. To safeguard the confidentiality and interest of such
2nd floor Sunteck Centre, 37/40, Subhash Road, employees/directors/other persons dealing with the Company
Vile Parle (East), Mumbai 400057. against victimisation, who notice and report any unethical or
Tel: 91 22 6650 9999, Fax 91 22 6650 9800 improper practices.
Website: www.nfil.in c. To appropriately communicate the existence of such
E-mail: [email protected] mechanism, within the organisation and to outsiders. Whistle
b) Kaledonia, Office No.3, 6th floor, Opp. Vijay Nagar Society, Sahar Blower Policy is available on weblink http://www.nfil.in/policy/
Road, Andheri (E), Mumbai 400069. index.html
Tel: 91 22 6771 3800, Fax:91 22 6771 3924 The Company confirms that no personnel has been denied
12. OTHER DISCLOSURES: access to the audit committee pursuant to the whistle blower
i) Disclosure on materially significant related party transaction, mechanism.

48 l ANNUAL REPORT 2017-18

iv) Disclosure under The Sexual Harassment of Women at the mechanism, which is periodically reviewed and reported to the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. Board of Directors by senior executives.
The Company has in place an Anti-Sexual Harassment Policy in
line with the requirements of The Sexual Harassment of Women 14. Disclosure of accounting treatment different
at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. from accounting standards.
An Internal Complaints Committee has been set up to redress None
complaints received regarding sexual harassment. During the
year no complaints of sexual harassment were received. 15. Code of Conduct for Board Members and
v) The Company has complied with all the mandatory Senior Management :
requirements of Listing Regulations, in respect of corporate The Board of Directors, has laid down the Code of Conduct for all the
governance. Board Members and members of the senior management. The Code
The following non-mandatory requirements have been is also placed on the Company’s website – www.nfil.in. A certificate
adopted by the Company: from the Managing Director, affirming compliance of the said Code
(a) Statutory Auditor’s Report does not contain any qualifications. by all the Board Members and members of the senior management
(b) The Company has appointed separate persons to the posts to whom the Code is applicable, is annexed separately to this report.
of Chairman and Managing Director Further, the Directors and the Senior Management of the Company
(c) The Internal Auditors report directly to the Audit Committee has submitted disclosure to the Board that they do not have any
vi) The policy for determining ‘material’ subsidiaries is available on material financial and commercial transactions, that may have a
web link: http://www.nfil.in/policy/index.html. potential conflict with the interest of the Company at large
vii) The policy on dealing with related party transactions is available
on web link http://www.nfil.in/policy/index.html. 16. CEO / CFO Certification :
viii) As of now, the Company does not hedge any commodity price The Managing Director and the Chief Financial Officer of the
risk. Company give annual certification on financial reporting and
13. The Company has laid down procedures to inform the Board internal controls and certification on Financial Results to the Board
Members about the risk assessment and risk mitigation in terms of Listing Regulations.

ANNEXURE TO CORPORATE GOVERNANCE REPORT

OF NAVIN FLUORINE INTERNATIONAL LIMITED
Declaration regarding Affirmation of Code of Conduct
In terms of the requirement of Part D of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to
confirm that all members of the Board and the senior management personnel have affirmed compliance with Code of Conduct for the year
ended March 31, 2018.

For and on behalf of the Board,

Place: Mumbai Shekhar S. Khanolkar

Date: 9th May, 2018 Managing Director

For and on behalf of the Board,

Place: Mumbai V.P. Mafatlal

Date: 9th May, 2018 Chairman

49
AUDITORS’ CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF
CORPORATE GOVERNANCE

To the Members of Navin Fluorine International Limited

We have examined the compliance of conditions of Corporate Governance by Navin Fluorine International Limited, for the year ended March
31, 2018 as stipulated in Regulations 17, 18, 19, 20, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para
C , D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(collectively referred to as SEBI Listing Regulations, 2015).

The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was carried
out in accordance with the Guidance Note on Certification of Corporate Governance, issued by the Institute of Chartered Accountants of
India and was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied
with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations, 2015.

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

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Jeetendra Mirchandani
Partner
Mumbai, May 09, 2018 Membership Number: 48125

50 l ANNUAL REPORT 2017-18

 Annexure-3

BUSINESS RESPONSIBILITY REPORT

Section A: General Information about the Company Section B: Financial Details of the Company
1. Corporate Identity Number (CIN) of the Company: 1. Paid Up Capital (INR) H986.87 Lakhs
L24110MH1998PLC115499 2. Total Turnover (INR) H97668.07 Lakhs
2. Name of the Company: Navin Fluorine International Limited. 3. Total Profit after Taxes (INR) H17896.37 Lakhs
(NFIL)
4. Total Spending on Corporate Social Responsibility H296.52 Lakhs
3. Registered Address: 2nd Floor, Sunteck Centre, 37/ 40 Subhash
(CSR) as percentage of Profit after Tax 1.66%
Road, Vile Parle (E), Mumbai – 400057
5. List of activities in which the expenditure in 4 above has been
4. Website: www.nfil.in
incurred.
5. E-mail id: [email protected]
On healthcare, sanitation, promotion of olympic sports, livelihood
6. Financial Year Reported: 2017-18 enhancement, education, safe drinking water, eradicating
7. Sector(s) that the Company is engaged in (industrial activity malnutrition and animal welfare.
code-wise):
2411 - Hydrofluoric acid and other fluorine chemicals Section C: Other Details
1. Does the Company have any Subsidiary Company/Companies?
2411 - Synthetic cryolite, fluorocarbon gases
Yes, the details of the list of subsidiaries can be found in
2411 - Others
annexure 6 of the annual report.
8. List three key products/services that the Company
2. Do the Subsidiary Company/Companies participate in the
manufactures/provides (as in balance sheet)
BR Initiatives of the parent company? If yes, then indicate the
NFIL is one of the largest and the most respected Indian number of such subsidiary company(s)
manufacturers of specialty fluorochemicals comprising of:
The subsidiary Company/Companies do not participate in the
1) Synthetic cryolite, fluorocarbon gases BR initiatives of the Company.
2) Hydrofluoric acid and other fluorine chemicals 3. Do any other entity / entities (e.g. Supplier, distributor etc.) that
3) Other Chemicals the Company does business with, participate in the BR initiatives
9. Total number of locations where business activity is undertaken of the Company? If yes indicate the percentage of such entities?
by the Company: (Less than 30%, 30 – 60% and More than 60%)

NFIL operates one of the largest integrated fluorochemicals Yes, less than 30%. We, at NFIL, realise the impact our value chain
complexes with: has on the society and environment. Thus, as a responsible
corporate, we have a robust and vigilant selection process with
1. Total Number of National locations
stringent norms to ensure that we onboard the right value
• 2 manufacturing locations at Surat in Gujarat, and Dewas in chain partners. The Review Committee assesses the vendor on
Madhya Pradesh the basis of parameters including quality, safety, manufacturing
• 5 sales offices in New Delhi, Mumbai, Surat, Chennai and process, capabilities, delivery and commitment. As per the
Hyderabad. vendor evaluation form vendors are rated as follows:
• Head office in Mumbai. 1. Excellent : A
2. Total Number of International Locations 2. Good : B
• We have 3 Business Development units at Manchester,
3. Fair : C
Shanghai and New Jersey
10. Markets served by the Company – Local/State/National/ 4. Not acceptable : D
International: These ratings define which vendors would be selected or
We have a strong distributor network spread across India, South rejected. Post-onboarding compliance parameters are checked
East Asia and Middle East Countries. with for every vendor.

51
Section D: BR Information
1. Details of Director/Directors responsible for BR
a) Details of the Director/Director responsible for implementation of the Business Responsibility policy/policies

Name DIN Number Designation

Mr. S.S. Khanolkar 02202839 Managing Director

b) Details of the Business Responsibility Head

DIN Number (if applicable) NA
Name Mr. G.C. Jain
Designation President-Operations
Telephone number 0261-6715303, Mo: 8347459700
e-mail id [email protected]

2. Principle-wise (as per NVGs) BR Policy/Policies

a) Details of compliance (Reply in Y/N)

No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have policy/policies for… Y Y Y Y Y Y Y Y Y
P1: Code of Conduct, Archival Policy, Whistle-blower Policy, Sustainable
Development Policy
P2: Integrated Management Systems Policy, Sustainable Development Policy,
Code of Conduct
P3: Integrated Management Systems Policy, Human Rights Policy, HSE Policy,
Sexual Harassment Policy
P4: CSR Policy, Sustainable Development Policy
P5: Human Rights Policy
P6: Integrated Management Systems Policy, Sustainable Development Policy, HSE
Policy
P7: Sustainable Development Policy
P8: CSR Policy
P9: Quality Policy, Sustainable Development Policy
2 Has the policy been formulated in Y Y Y Y Y Y Y Y Y
consultation with relevant stakeholders? All the policies have been formulated in consultation with the Management of the
Company and are approved by the Board
3 Does the policy conform to any national / Y Y Y Y Y Y Y Y Y
international standards? If yes, specify? (50 The policies are in – line with the applicable national and international standards
words) and compliant with the principles of the National Voluntary Guidelines (NVG).
4 Has the policy been approved by the Board? Y Y Y Y Y Y Y Y Y
If yes, has it been signed by the MD/owner/ All the policies have been approved by the Board and have been signed by the
CEO/appropriate Board Director? Managing Director.
5 Does the Company have a specified NFIL has appointed Mr. Shekhar Khanolkar - Managing Director who is responsible
committee of the Board/ Director/Official to for implementation of BR policies and monitoring the BR performance.
oversee the implementation of the policy?
6 Indicate the link to view the policy online? Y Y Y Y Y Y Y Y Y
http://www.nfil.in/policy/index.html
http://www.nfil.in/about_us/code_conduct.html

52 l ANNUAL REPORT 2017-18

 7 Has the policy been formally communicated Y Y Y Y Y Y Y Y Y
to all relevant internal and external All our polices are available on the Company’s website and are included in the
stakeholders? agreements with external stakeholders as applicable.
8 Does the Company have in-house structure Y Y Y Y Y Y Y Y Y
to implement its policy/policies?
9 Does the Company have a grievance The queries regarding to BR polices can be sent to [email protected]
redressal mechanism related to the policy/
policies to address stakeholders’ grievances
related to policy/policies?
10 Has the Company carried out independent Y Y Y Y Y Y Y Y Y
audit/evaluation of the working of this The Surveillance and recertification audits of our Integrated Management System
policy by an internal or external agency? (IMS) are performed by TÜV SÜD. As part of these audits, polices are evaluated for its
effective implementation.
b) If answer against any principle, is ‘No’, please explain why: (Tick up to 2 options):
S. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No
1 The company has not understood the
principles
2 The company is not at a stage where
it finds itself in a position to formulate
and implement the policies on specified
principles NA
3 The company does not have financial or
manpower resources available for the task
4 It is planned to be done in the next 6 months
5 It is planned to be done in the next year
6 Any other reason (please specify)

3. Governance related to BR only the company? Yes/ No. Does it extend to the Group/Joint
a) Indicate the frequency with which the Board of Directors, Ventures/ Suppliers/Contractors/NGOs /Others?
Committee of the Board or CEO to assess the BR performance NFIL is a fair and transparent organisation and ethics forms
of the Company. Within 3 months, 3-6 months, Annually, More the very foundation of our business practices and activities.
than 1 year. Corporate Governance at the organisation is steered by our
NFIL has been publishing its BRR since FY 2016-17. The board of policies on ethics including Code of Conduct, Ethics Policy and
directors review the BR related performance annually. Whistle Blower Policy.

b) Does the Company publish a BR or a Sustainability Report? The Code of Conduct extends to all our employees, suppliers
What is the hyperlink for viewing this report? How frequently it and contractors.
is published? The Ethics Policy upholds our standards of ethical code of
The business responsibility report of the Company is part of the conduct for the highest degree of transparency, integrity,
annual report. The hyperlink for previous year’s report is: http:// accountability and corporate social responsibility. In order
www.nfil.in/investor/investor_pres/NFIL_Delux_AR%202017. to improve vigilance across all levels of the organisation our
pdf Whistle Blower policy provides a mechanism for employees of
the Company and other persons dealing with the Company
Principle 1: Businesses should conduct and govern themselves
to report to the Audit Committee. The matters under the
with Ethics, Transparency and Accountability
purview of the Whistle Blower Policy include any instance of
1. Does the policy relating to ethics, bribery and corruption cover unethical behaviour, actual or suspected fraud or violation of

53
 the Company’s Ethics Policy. Also, we have a well-structured We strive to innovate and incorporate environmental concerns
supply chain policy which sets out specific guidance on the in our products, three of which are:
code of conduct for our business partners while they work a) BF3 Gas
with the Company. The suppliers can provide their feedback to
b) Pera Fluoro Phenol
Corporate Supply Chain cell at [email protected]
c) KF
2. How many stakeholder complaints have been received in
2. For each product, provide the following details in respect of
the past financial year and what percentage was satisfactorily
resources (energy, water, raw material etc.) per unit of product.
resolved by the management? If so, provide details thereof, in
about 50 words or so. (i) Reduction during sourcing/production/ distribution
achieved since the previous year throughout the value chain?
During this year, we have not received any significant complaint
(ii) Reduction during usage by consumers (energy, water) has
related to unethical practices across all our operations.
been achieved since the previous year?
Principle 2: Businesses should provide goods and services
NFIL is driven towards enhancing operational efficiency and
that are safe and contribute to sustainability throughout
focuses on resource optimisation to curb the environmental
their life cycle
footprint of its activities. We achieve these goals by incorporating
1. List up to 3 products or services whose design has incorporated best in class technologies.
social or environmental concerns, risks, and/or opportunities.
For the above mentioned products, we have adopted processes
Our Mission statement defines our commitment “To innovate, which have resulted in reduction of raw material and energy
build and operate chemical plants in the most safe and consumption. Details of the reductions achieved through the
environment friendly manner.” above products are as follows:

Products whose Details of how product Reduction in resource use (raw material, energy, water, any other)
design incorporated has incorporated the per unit of production achieved throughout the value chain with
environmental/social environmental respect to the previous year
concerns, risks and Raw Material (MT) Energy (MWH) NG (Sm3 )
opportunities

1 BF3 Improvement in Boric and 0.020 0.243 -

Power norms
2 KF Reduction in natural gas - 0.093 39
and power consumption
3 Pera Fluoro Phenol Improvement in Power 0.016 0.419 -
norms and B4 norms

3 Pera Fluoro Phenol Improvement in Power norms and B4 innovation, whenever a new molecule is to be developed as
norms 0.016 0.419 - new product, all the related raw materials and its environmental
1. Does the company have procedures in place for sustainable impacts are considered while sourcing these materials.
sourcing (including transportation)? If yes, what percentage of Of the total procurement of INR 344 crores, the following
your inputs was sourced sustainably? Provide details thereof, in materials are brought on sustainable basis through long term
about 50 words or so. contracts:
We have taken numerous steps towards Green Procurement, 1. Fluorspar : 19%
including procurement of certain recycled solvents, catalysts & 2. Chloroform : 5%
raw materials as a part of our regular procurement. Moreover,
3. Boric Acid : 2%
since packaging offers an enormous scope for responsible
procurement, we utilise packaging materials like drums, 4. Has the company taken any steps to procure goods and
carbouys, pallets, etc., which are reused on regular basis. In services from local & small producers, including communities

54 l ANNUAL REPORT 2017-18

 surrounding their place of work? If yes, what steps have been Principle 3: Businesses should promote the wellbeing of all
taken to improve their capacity and capability of local and small employees
vendors?
1. Please indicate the total number of employees-
Local sourcing is an important aspect of sustainable Total number of employees in FY 2017-18 are 1340 (including
and responsible procurement at NFIL and 46% of our total contractual employees)
spending of approximately INR 344 Crores, is on local suppliers. 2. Please indicate the total number of employees hired on
Materials which are sourced from outside are mainly due temporary/ contractual/casual basis –
to lack of availability in the nearby regions or the cost We do not employ temporary staff, our count for contractual
differential. employees is 609.
The locally sourced materials include most of the engineering 3. Please indicate the number of permanent women employees –
spares (e.g. fabricated engineering items, gaskets, tools, The total number of permanent women employees is 29.
fasteners, lubricants) required for routine maintenance. We 4. Please indicate the number of permanent employees with
have engaged local service vendors for most of the fabrication, disability –
manpower, house-keeping services, etc. Other local vendors
In the reporting period there were no differently abled
include those which provide services like machining, electrical-
permanent employees.
instrumentation, air-conditioning, transportation services,
5. Do you have an employee association that is recognised by
We have fostered long-term relationships with most of these
management?
vendors. We embolden our relationship with these value chain
partners by providing them with the necessary technical know- Yes, we have an internal union “Navin Fluorine International
how and capacity building. We also organise vendor meet Employees Union” bearing Registration No.G6461 and is
annually where we engage with all our vendors and collect recognised by the Management.
their feedback on their experience while partnering with NFIL. 6. What percentage of your permanent employees are a member
We also conduct vendor audits to assess them on quality as well of this recognised employee association?
as HSE on regular basis. Approximately 29% of our employees are associated with Navin
Fluorine International Employees Union.
5. Does the company have mechanism to recycle products and
waste? If yes, what is the percentage of recycling waste and 7. Please indicate the Number of complaints relating to child
labour, forced labour, involuntary labour, sexual harassment in
products?
the last financial year and pending, as on the end of the financial
Yes, we focus on various facets of waste management year.
including the recycling of by-products as well as treated We have not received any complaints on any labour issues
effluent water. Around 20% of our wastes are recycled including child labor, forced labour, involuntary labour and
at NFIL. sexual harassment during the reporting period.

8. What percentage of your under mentioned employees were given safety & skill up-gradation training in the last year?
Category of Employees Surat site Dewas Site Average of sites
Safety Skill up- Safety Skill up- Safety Skill up-
Trainings gradation Trainings gradation Trainings gradation
trainings trainings trainings
Permanent Employees 100% 100% 100% 100% 100% 100%
Permanent Women Employees 80% 100% 100% 100% 90% 100%
Casual/Temporary/Contractual 100% 0% 100% 0% 100% 0%
Employees
Employees with disabilities 100% 100% NA NA 100% 100%

55
Principle 4: Businesses should respect the interests of, and be iii) Elderly community members: Eye check-up camps were set up
responsive to the needs of all stakeholders, especially those for the elderly where medicines and spectacles were provided
who are disadvantage vulnerable, and marginalised. free of cost.

1. Has the Company mapped its internal and external iv) Discussions with the village Sarpanch: Since chemical
stakeholders? Yes/No manufacturing is classified as a hazardous industry, we hold
regular meetings with the Sarpanch of nearby villages to assure
Yes, the Company has identified all key internal and external
them that we carry out our operations with world class safety
stakeholders impacted by the Company’s operations. These
measures in place to avoid any fatal accidents.
stakeholders include :
v) Discussions with Local Government : To maintain good working
a) Management
relationships with governmental authorities at different
b) Shareholders levels, and to assure them that we follow the guidelines and
c) Employees regulations prescribed by them we undertake and participate
d) Contract labour in all government run initiatives like Safety Day, Responsible
e) Suppliers Care, Earth Day, Environment Day etc.

f ) Vendors Principle 5: Businesses should respect and promote human

rights
g) NGO’s
h) Government authorities 1. Does the policy of the Company on human rights cover only
the Company or extend to the Group/Joint Ventures/Suppliers/
i) Local communities
Contractors/NGOs/Others?
2. Out of the above, has the Company identified the disadvantaged,
Ensuring safe working environment along with dignity of the
vulnerable & marginalised stakeholders?
workforce is a fundamental necessity in every organisation. It
The disadvantaged, marginalised and vulnerable stakeholder is essential that businesses realise their human rights exposure
groups identified by NFIL include children, tribal villages and and have a robust mechanism in place to prevent human rights
the elderly in the community. violations. We at NFIL are cognizant of the fact that human
3. Are there any special initiatives taken by the Company to rights abuses can exist in the value chains of the materials we
engage with the disadvantaged, vulnerable, and marginalised procure and hence our policy on human rights is extended to
stakeholders? If so, provide details thereof, in about 50 words or so. our suppliers, contractors and all relevant business associates.
We, at NFIL undertake specific stakeholder engagement The various facets of Human Rights that come under the
initiatives for each of these stakeholder groups in order to purview of our human Rights Policy include:
address the stakeholder concerns and uplift the underprivileged • Overall wellbeing of our employees in terms of health, hygiene,
sections of the society. The interventions undertaken in FY safety and productivity.
2017-18 are as follows:
• Zero discrimination and equal employment opportunity to all.
i) Children: As education and nutrition are pressing concerns
• Freedom of expression and collective bargaining
amongst children we have taken up education programs
on cleanliness and hygiene in Ashram Shala. Additionally, we • Robust grievance mechanisms
also provide them with daily breakfast and other supplies. • Compliance with all applicable local and national laws
Elementary education is provided to slum children through 2. How many stakeholder complaints have been received in the
Gyanshala while the Pathshala Pravesh Mahostav strives to past financial year and what percent was satisfactorily resolved
make provisions for primary education for these children. by the management?
ii) Tribal Villages: Healthcare, sanitation, availability of potable We have not received any complaint related to human rights
water and safety are few of the challenges faced by the tribal violation during the reporting period.
communities associated with NFIL. We have made provision Principle 6: Business should respect, protect, and make efforts
for mobile health services in villages for medical care including to restore the environment
routine check -up and medicines. Another intervention focused
on building of toilet blocks to ensure sanitation and installation 1. Does the policy related to Principle 6 cover only the Company
of RO water systems to provide potable drinking water. or extends to the Group/Joint Ventures/Suppliers/Contractors/

56 l ANNUAL REPORT 2017-18

 NGOs/others. These risks are identified through a comprehensive Quantitative
At NFIL, our focus on planet bottom line is steered by our Risk Assessment (QRA) process. QRA assesses all the dangerous
Sustainable Development Policy which extends its purview to chemicals that are stored in bulk at our site and includes
all our employees in the management and non-management precautions on handling these chemicals, safety conditions and
cadre and other relevant business associates including the mitigation guidelines in case of any accident.
suppliers and contractors. The key environmental risks are;
2. Does the Company have strategies/ initiatives to address global - Availability of water
environmental issues such as climate change, global warming, - Energy efficiency
etc.? Y/N. If yes, please give hyperlink for webpage etc.
- Water discharge
Given the nature of our business, we understand the
- Air quality
responsibility we have towards addressing climate issues and
- Effluent waste management
environmental concerns. Thus, to minimise our environmental
footprint, this reporting period we undertook the following NFIL has addressed all the above mentioned risks by various
measures: means as under:
a) Reduction in GHG emissions: HFC 23 is a product with high • Availability of water-NFIL has addressed this risk by entering
global warming potential. This chemical is generated as a by- into an agreement with SMC for the supply of 2 MLD of recycled
product during the production process. A thermal oxidiser is water and we now have two sources of water.
installed to incinerate HFC 23 and achieve reduction in GHG • Energy efficiency- NFIL has been consistently taking efforts
emissions. towards improving its energy efficiency through installation
b) Reduction in Effluent & Air Pollution: of LED lights, Astro Timer, Voltage servo stabiliser and various
other power saving schemes in the plants.
i) Our R&D has developed greener processes in water media for
oxidative bromnation for specialty molecules, which avoids use • Water discharge- Our effluents are discharged to SMC and we
of organic solvents & hence reduces effluent & air pollution. reuse treated water sourced from SMC.
ii) Five new BF3 adducts (liquid) have been developed which • Air quality- Our air emissions are closely monitored through
are safer to use, store and transport as compared to BF3 gas. online stack analysers.
All these adduct reduce the pollution during usage as they are • Effluent waste management- NFIL has a dedicated primary,
handled at atmospheric pressure. secondary and tertiary treatment facility (both organic and
iii) R&D has also developed processes for preparing Inorganic inorganic) and also has a captive incineration facility for organic
Bulk Metal Fluoride utilizing waste (H2SiF6) stream of existing waste. NFIL strictly maintains the quality of effluents discharged
product, which reduces effluents. as per the CPCB/GPCB guidelines.
c) NFIL has entered into developing and manufacturing new 4. Does the Company have any project related to Clean
generation of refrigerant gases which have very low global Development Mechanism? If so, provide details thereof, in
warming potential e.g.: HFO-1234YF. about 50 words or so. Also, if Yes, whether any environmental
compliance report is filed?
d) NFIL also entered into agreement with Surat Municipal
Council to take 2 MLD treated recycled water from their STP Yes, we have a clean development mechanism for elimination
(Sewage treatment plant) which will curb our CO2 emissions of R-23 through incineration in a thermal oxidiser. We have
and also result in water savings. been monitoring all the relevant parameters as per the defined
guidelines and maintain this data with us. Till 2012, we were
3. Does the Company identify and assess potential environmental
submitting the audit report to UNFCCC when carbon credits
risks? Y/N
were being issued. Issuance of carbon credit for R-23 has now
Yes, NFIL is cognizant of the potential environmental risks. These
stopped since then however we still follow the same guidelines
are threats posed due to adverse effects on the surrounding
apart from the third party audit.
environment due to the organisation’s activities.
5. Has the Company undertaken any other initiatives on – clean
As a chemical company we identify our hazardous chemicals
technology, energy efficiency, renewable energy, etc. Y/N. If yes,
and their potential risks to health, safety and environment.
please give hyperlink for web page etc.

57
 We emphasise on resource optimisation, process efficiency and legislative changes in the areas of customs, central excise, GST
consistently work towards upgrading technology at NFIL. In the etc.
fiscal period we have taken the following initiatives: c) For taking issues on import – export activities with
a. During the development of processes for new molecules government.
or products, R&D selects solvents which can be effectively Principle 8: Businesses should support inclusive growth and
recovered and reused. We also pay heed to the environment equitable development
hazard while selecting the solvents or reagents or RMS.
1. Does the Company have specified programmes/initiatives/
b. R&D also works on Vapor Phase Technology for developing
projects in pursuit of the policy related to Principle 8? If yes
clean and environment friendly processes (Fluorination/
details thereof.
chlorination/hydrogenation)
NFIL is committed towards social inclusion and equitable
6. Are the Emissions/Waste generated by the Company within
growth of our communities. We go beyond mere compliance
the permissible limits given by CPCB/SPCB for the financial year
of the statutes and collaborate with the communities to have
being reported?
a positive and meaningful impact. Our initiatives extend across
Emissions and wastes generated by NFIL are within the environment, health, education, sustainable livelihood, animal
permissible limits specified by the CPCB and SPCB. care and other social causes.
7. Number of show cause/ legal notices received from CPCB/SPCB i) Swachh Bharat Abhiyan: We constructed and handed over
which are pending (i.e. not resolved to satisfaction) as on end of 280 toilets under this program in rural areas of Gujarat and
Financial Year. Madhya Pradesh.
No legal notices from CPCB/SPCB are pending in the reporting ii) Mobile health services: In order to promote health care in
period. some of the remote areas of the country, the mobile health
Principle 7: Businesses, when engaged in influencing public services makes provision for medical care including routine
and regulatory policy, should do so in a responsible manner check -up and medicines in villages.

1. Is your Company a member of any trade and chamber or iii) Ashram Shala: Nutrition and ensuring that children get
association? If Yes, Name only those major ones that your the required dietary supplements is essential. Ashram Shala
business deals with: initiative provides breakfast to tribal children to support their
health and well-being.
Yes, NFIL is member of below mentioned associations:
iv) RO water project: Under this project we provide potable
a) Indian Chemical Council
drinking water to villagers and schools through the installation
b) Basic Chemicals, Cosmetics & Dyes Export of water ATMs.
Promotion Council, popularly known as CHEMIXCIL 2. Are the programmes/projects undertaken through in-house
c) Indian Chamber of Commerce team/own foundation/external NGO/government structures/
d) Indo German Industry Association any other organisation?
e) South Gujarat Chamber of Commerce A dedicated in-house CSR team at NFIL identifies and
2. Have you advocated/lobbied through above associations implements most of these initiatives. We on-boarded Piramal
for the advancement or improvement of public good? Yes/ Sarv Jal, an NGO to run the RO water project in the villages.
No; if yes specify the broad areas ( drop box: Governance and 3. Have you done any impact assessment of your initiative?
Administration, Economic Reforms, Inclusive Development As a good corporate citizen, NFIL seeks to understand the
Policies, Energy security, Water, Food Security, Sustainable difference it has made in the communities it works with through
Business Principles, Others) the CSR Programme. We therefore conduct a pre-impact study
Yes, NFIL has lobbied through above mentioned associations to assess the needs of the people in our vicinity and plan our
for betterment, improvement and advancement of the sectors CSR interventions likewise. An impact assessment is conducted
on the following: for all our programs.
a) For protection of industry area of interest with a long term 4. What is your Company’s direct contribution to community
sustainability goal. development projects Amount in INR and the details of the
b) For updates on various Government notifications and projects undertaken.

58 l ANNUAL REPORT 2017-18

 NFIL seeks to invest in the community in a meaningful manner 2. Does the Company display product information on the product
and thus makes contributions through its CSR interventions. label, over and above what is mandated as per local laws? Yes/
The direct contributions made under each initiative are as No/N.A. /Remarks(additional information)
follows: NFIL complies with all the applicable laws with respect to
CSR Intervention Amount contributed directly product labelling. The product details are always displayed
in the initiative by the by providing MSDS and TREM card along with our products.
Company in INR This practice recognised by international standards. MSDS is
sent with each consignment for exports whereas for domestic
Swachh Bharat Abhiyan 6,761,420
customer it is sent as and when asked. TREM card however, is
Mobile health services 4,042,636
sent with all consignments. In addition to the MSDS and TREM
Ashram Shala 186,693 card, relevant labeling on packaging is also done indicating
RO water project 1,725,094 nature of hazard
5. Have you taken steps to ensure that this community 3. Is there any case filed by any stakeholder against the Company
development initiative is successfully adopted by the regarding unfair trade practices, irresponsible advertising and/
community? Please explain in 50 words, or so. or anti-competitive behavior during the last five years and
The CSR projects are implemented under the vision and pending as on end of financial year. If so, provide details thereof,
direction our CSR policy that requires us to ensure effective in about 50 words or so.
implementation of the CSR initiatives. The monitoring We have not received any complaints during the reporting year.
mechanism is established by the Corporate HR/ Unit HR head. 4. Did your Company carry out any consumer survey/ consumer
The CSR interventions are closely monitored with a robust satisfaction trends?
feedback mechanism that requires the assigned contact We are a customer centric organisation and endeavor to deliver
person to provide his insights on the smooth running of the the best-in class products. A customer satisfaction survey is
projects. Progress of the initiative is reported every month to conducted regularly which enables us to better ourselves.
the Corporate Office. We have a system driven process where we collect feedback
Details for monitoring of CSR initiatives are as follows: through a survey from our external and internal customers. Our
i) Swachh Bharat Abhiyan: In order to inculcate the value of external customers respond to this feedback annually while the
cleanliness among villagers, follow up sessions on toilet hygiene internal customers are surveyed four times a year. Based on the
were conducted in villages in Surat where we have constructed ratings or inputs received the concerned departments work to
toilet blocks. Our CSR team conducted awareness sessions on improve their performance.
various topics like Hand Wash Practices, Waterborne Diseases, This year the total customer satisfaction index scores were
Home Lavatory and Personal Hygiene at some schools in the 96.01%. the scores pertaining to our business units are as
vicinity at Dewas. follows :-
ii) Mobile health services: Villages are re-visited at least twice a Business Unit No of responses Average
month to follow up on patient’s condition and monitor their received percentage
health.
Speciality 54 96.26
iii) Ashram Shala: Continuous follow up with the administration of
IF 23 93.62
Ashram Shala is done to check on their needs and provide them
Refrigerant 38 97.61
with the same.
iv) RO Water Project: The water ATMs are solar powered and cloud For and on behalf of the Board of Directors
connected, enabling remote tracking of water quality and of
Place: Mumbai V.P. Mafatlal
each pay per use transaction.
Date: 9th May, 2018 Chairman
Principle 9: Businesses should engage with and provide value DIN:00011350)
to their customers and consumers in a responsible manner Regd. Office:
1. What percentage of customer complaints/consumer cases are 2nd floor, Sunteck Centre, 37/40, Subhash Road,
pending as on the end of financial year? Vile Parle (East), Mumbai 400057.
Tel: 91 22 6650 9999, Fax: 91 22 6650 9800, E-mail: [email protected],
We have received a total of 8 complaints during the reporting
Website: www.nfil.in
period and none of the complaints are pending for resolution.
CIN: L24110MH1998PLC115499
100% resolution of complaints has been achieved.
59
 Annexure-4

ANNUAL REPORT ON CSR INTIATIVES

1. A brief outline of the Company’s CSR Policy, including overview 3. Average net profit of the Company for last three financial years
of projects or programs proposed to be undertaken and a H 11198.94 lakhs
reference to the web-link to the CSR policy and projects or 4. Prescribed CSR Expenditure (two per cent of the amount as in
programmes. item 3 above)
The Company has framed a CSR Policy in compliance with the H 223.98 lakhs
provisions of The Companies Act, 2013 and the same is available 5. Details of CSR spend during the financial year:
on the weblink http://www.nfil.in/policy/index/html. The CSR
(a) Total amount to be spent for the financial year:
Policy, inter alia, covers the concept (CSR philosophy, snapshot
H 223.98 lakhs
of activities undertaken by the group and applicability,
(b) Amount actually spent on CSR activities
scope (area/localities to be covered and activities), resources,
H 296.52 lakhs.
identification and approval process (resources/fund allocation,
identification process and approval process) modalities of (c) Amount unspent, if any
execution and implementation and monitoring. NIL
2. The Composition of the CSR Committee – (a) Manner in which the amount spent during the financial year is
Mr. S.G. Mankad – Chairman detailed below:
Mr. H.H. Engineer – Member
Mr. V.P. Mafatlal – Member
(1) (2) (3) (4) (5) (6) (7) (8)
Sr. CSR Project or activity Sector in Projects or Amount Amount spent Cumulative Amount
No. identified which the programs (1) Local Outlay on the projects expenditure Spent: Direct
project is area or other (budget) or programs sub- upon the or through
covered (2) Specify the project or heads (1) Direct reporting implementing
state and district programs expenditure period agency
where projects wise on projects or
or programs was programmes (2)
undertaken Overheads
1 Mobile health services in Health Care Villages around 22.00 27.56 27.56 Directly
villages for medical care Bhestan in Surat,
including routine check Gujarat
-up and medicines
2 Mobile health services in Health Care Villages around 15.00 12.86 12.86 Directly
villages for medical care Dewas in Madhya
including routine check Pradesh
-up and medicines
3 Providing breakfast to Eradicating Village Baktana, 3.00 1.87 1.87 Directly
tribal children at Ashram malnutrition Near Bhestan, Surat,
Shala Gujarat
4 Meeting cost of free eye Health Care Janki Kund, Satna, MP 110.00 110.00 110.00 Through Shri
surgeries Sadguru Seva
Sangh Trust
5 Pathshala Pravesh Education Villages near Surat in 0.30 0.30 0.30 Directly
Mahotsav Gujarat
6 Animal Welfare, bird Animal Surat, Gujarat 0.50 1.00 1.00 Through Prayas
rescue and rehabilitation Welfare (Green NGO) at
Surat

60 l ANNUAL REPORT 2017-18

 (1) (2) (3) (4) (5) (6) (7) (8)
Sr. CSR Project or activity Sector in Projects or Amount Amount spent Cumulative Amount
No. identified which the programs (1) Local Outlay on the projects expenditure Spent: Direct
project is area or other (budget) or programs sub- upon the or through
covered (2) Specify the project or heads (1) Direct reporting implementing
state and district programs expenditure period agency
where projects wise on projects or
or programs was programmes (2)
undertaken Overheads
7 Building and handing Sanitation Umber village near 67.50 67.61 67.61 Directly
over of 270 toilets under Bhestan, Surat in
Swach Bharat Abhiyan in Gujarat and villages
rural areas near Dewas in
Madhya Pradesh
8 Eye Camps Health Care Areas around Bhestan, 15.00 6.22 6.22 Directly
Surat in Gujarat and
Dewas in Madhya
Pradesh
9 Providing RO Water (safe Making Navi Pardi village in 17.25 17.25 17.25 Through
drinking water) to villages available Gujarat and Kelod Piramal Sarvajal
safe drinking village in Madhya
water Pradesh
10 Olympic Sports Promotion Promoting Olympic Gold quest 15.00 15.00 15.00 Foundation
Olympic Foundation for promotion
Sports of sports
and games
(Olympic Gold
Quest)
11 Audiology and Speech Health Care Nair Hospital, Mumbai 24.50 24.50 24.50 Directly
theraphy equipments
12 Elementary education of Education Ahmedabad, Gujarat 13.50 10.00 10.00 Through
slum children Gyanshala,
Ahmedabad
13 Miscellaneous Provisions 2.50 2.35 2.35
TOTAL 306.05 296.52 296.52

6. In case the Company has failed to spend the two percent of S. G. MANKAD S.S. KHANOLKAR
the average net profit of the last three financial years or any CHAIRMAN-CSR COMMITTEE MANAGING DIRECTOR
part thereof, the Company shall provide the reasons for not (DIN:00086077) (DIN: 02202839)
spending the amount in its Board report
Place: Mumbai
N. A. Date: 9th May, 2018
7. A responsibility statement of the CSR Committee that the Regd. Office:
implementation and monitoring of CSR Policy, is in compliance 2nd floor, Sunteck Centre,
with CSR objectives and Policy of the Company. 37/40, Subhash Road, Vile Parle (East),
The CSR Committee confirms that the implementation and Mumbai 400057.
monitoring of the CSR Policy is in compliance with the CSR Tel: 91 22 6650 9999, Fax: 91 22 6650 9800
objectives and policy of the Company. E-mail: [email protected], Website: www.nfil.in
CIN: L24110MH1998PLC115499

61
 Annexure-5

DISCLOSURES WITH RESPECT TO EMPLOYEES’ STOCK OPTION SCHEME, 2007 AND

EMPLOYEES’ STOCK OPTION SCHEME, 2017 OF THE COMPANY PURSUANT TO
REGULATION 14 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE
BASED EMPLOYEE BENEFITS) REGULATIONS, 2014 AS ON MARCH 31, 2018.
A. Relevant disclosures in terms of the ‘Guidance note on accounting for employee share-based payments’ issued by Institute of
Chartered Accountants of India or any other relevant accounting standards as prescribed from time to time.
Members may refer to the audited financial statement prepared as per Indian Accounting Standard (Ind-AS) for the year 2017-18.
B. Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of options calculated in accordance with Ind-AS 33
Diluted EPS for the year ended March 31, 2018 is H36.25 calculated in accordance with Ind-AS 33 (Earnings per Share).
C. Details related to Employees’ Stock Option Scheme, 2007 (“ESOS - 2007”) and Employees’ Stock Option Scheme, 2017 (“ESOS
- 2017”)

1) The description including terms and conditions of ESOS scheme is summarised as under:

Sr_no. Particulars ESOS - 2007 ESOS - 2017

(a) Date of shareholder’s July 20, 2007 June 29, 2017
approval
(b) Total number of options 504900 (of face value of H10/- each) As may be determined by the Nomination and
approved under ESOS Remuneration Committee subject to maximum of 5% of
issued and paid up share capital of the Company from
time to time.
(c) Vesting requirement As may be determined by the As may be determined by the Nomination and
Remuneration Committee subject to Remuneration Committee subject to minimum vesting
minimum vesting period of 1 year from period of 1 year from the date of grant of options and
the date of grant of options shall end over a maximum period of 5 years from the
date of grant of the options.
(d) Exercise Price or pricing The exercise price shall be the market The exercise price shall be decided by the Nomination
formula price of equity shares of the Company and Remuneration Committee and shall not be less than
on the date prior to the date on which the face value per share per option.
the Remuneration Committee finalises
the specific number of options to be
granted to the designated employees
(e) Maximum term of option 10 years from the date of vesting of 10 years from the date of grant.
granted options.
(f ) Source of shares (Primary, Primary Primary
secondary or combination)
(g) Variation in terms of options None None

* Adjusted to corporate actions (refer note 40.1 in Standalone Financial Statement section).

2) Method used to account for ESOS – fair value.

62 l ANNUAL REPORT 2017-18

3) Option movement during the year:
Sr. no. Particulars ESOS - 2007 ESOS - 2017
(a) Number of options outstanding at the beginning of year 5,90,010* -
(b) Number of options granted during the year - 58,830
(c) Number of options forfeited / lapsed during the year 1,925 130
(d) Number of options vested during the year 1,39,910 -
(e) Number of options exercised during the year 3,94,325 -
(f ) Number of shares arising as a result of exercise of options 3,94,325 -
(g) Money realised by exercise of options H 311.39 Lakhs -
(h) Number of options outstanding at the end of the year 1,93,760 58,700

* Adjusted to corporate actions (refer note 40.1 in Standalone Financial Statement section).

4) Weighted average exercise prices and weighted Name Designation Options

average fair values of options shall be disclosed Mr. Sanjeev Sheth Deputy General Manager 685
separately for options : - Mr. Shailendra Chaudhari Deputy General Manager 595
a) Weighted average exercise price – H 397.63.
Mr. Laxmikant Pisolkar Deputy General Manager 545
b) Weighted average fair value (Black Scholes model) - H 154.43. Mr. Dhirajsingh Yadav Deputy General Manager 475

5) Employee wise details of options granted during Exercise price of options granted is H 780.
the year: b) Identified employees who were granted option, during any one
a) Key managerial personnel and senior managerial personnel.
year, equal to or exceeding 1 % of the issued capital (excluding
Name Designation Options outstanding warrants and conversions) of the Company at the
Mr. Shekhar Khanolkar Managing Director time of grant – NIL.
6035
Mr. Ashis Mukherjee President 5155 6) A description of the method and significant
Mr. Gyanchand Jain President 3205 assumptions used during the year to estimate
Mr. Niraj Mankad Vice President 2425 the fair values of options, including the following
Mrs. Charusheela Kumar Vice President 1990 information:
Mrs. T N Nandakumar Vice President b)
1620
Mr. Satya Tandon Vice President Particulars For the year ended
1465
March 31, 2018
Mr. Ketan Sablok Vice President 1420
Expected volatility (%) 38.63%
Mr. Ninad Pongde Vice President 1150
Option life (Years) 4
Mr. Vitthal Gund Vice President 1145
Dividend yield (%) 1.11%
Mr. Piyush G Vashi Vice President 1015
Risk-free interest rate 7.65%
Mr. Roshan Adhikari General Manager 1000
Mr. Milan Naik General Manager 915 c) The options are granted at market price and the Company
Mr. Alpesh Patel General Manager 895 uses intrinsic value method of accounting for options vested
Mr. Mehulsingh Gohil General Manager 810 till March 31, 2016. Post implementation of IndAS, that is,
Mr. Subbarao Tata Deputy General Manager 740 from April 1, 2016, the Company adopts fair value method of
accounting for options not vested till March 31, 2016.

63
 Annexure-6

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN AS ON FINANCIAL YEAR ENDED MARCH 31, 2018
“[PURSUANT TO SECTION 92 (3) OF THE COMPANIES ACT, 2013 AND RULE 12(1) OF THE COMPANY
(MANAGEMENT & ADMINISTRATION) RULES, 2014]

I REGISTRATION AND OTHER DETAILS:

i CIN L24110MH1998PLC115499
ii Registration Date 25/06/1998
iii Name of the Company Navin Fluorine International Limited
iv Category/ Sub-category of the Company Company limited by Shares
v Address of the Registered office and contact details
2nd Floor, Sunteck Centre, 37-40 Subhash Road, Vile Parle (East),
Mumbai - 400057, Maharashtra, India.
vi Whether listed Company Yes
vii Name, Address & contact details of the Registrar & M/s. Karvy Computershare Private Limited
Transfer Agent, if any. Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District,
Nanakramguda, Hyderabad 500 032
Tel No 91- 040 -6716 2222
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the business activities contributing 10% or more of the total turnover of the Company shall be stated

Sr. Name and Description of main NIC Code of the Product / Service % to total turnover of the Company
No. products/services
1 Hydrofluoric acid and other fluorine 2411 53%
chemicals
2 Synthetic cryolite, fluorocarbon gases 2411 26%
3 Others 2411 21%

III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES:

Sr. Name and Address of the Company CIN/GLN Holding/ Subsidiary/ % of Shares Applicable
No. Associate held Section
1 Sulakshana Securities Limited U67120MH1995PLC085469 Wholly- Owned 100.00% Section 2(87) of
Mafatlal House Backbay Reclamation Subsidiary Companies Act,
Mumbai City Maharashtra 400020 India 2013
2 Manchester Organics Limited Subsidiary 51.00% Section 2(87) of
The Health Business and Technical Park, Companies Act,
Runcorn Cheshire, WA 74QX, U.K 2013
3 Convergence Chemicals Private U24100GJ2014PTC081290 Joint Venture 49.00% Section 2(6) of
Limited Companies Act,
Plot No D- 2/11/A1 G.I.D.C., Phase-II 2013
Dahej Tal, Vagra, Dahej - 392130
4 Swarnim Gujarat Fluorspar Private U24119GJ2012PTC070801 Joint Venture 49.43% Section 2(6) of
Limited Companies Act,
7th Floor, Khanij Bhavan, Nr Gujarat 2013
University, Ground, 132ft Ring Road,
Vastrapur, Ahmedabad -380052
5 NFIL(UK) Limited Wholly Owned 100.00% Section 2(6) of
Third Floor, 126-134 Baker Street, London Subsidiary Companies Act,
W1U6UE 2013
6 Navin Fluorine (Shanghai) Co, Ltd. Wholly Foreign Owned 100.00% Section 2(6) of
Rm.2656, 26/F, No.83, Lou Shan Guan Enterprise (WFOE) Companies Act,
Road, Changning District, Shanghai 2013

64 l ANNUAL REPORT 2017-18

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)
A) Category-wise Shareholding
Category of No. of Shares of H10/- each held at the No. of Shares of H2/- each held at the end of the %
Shareholders beginning of the year 01/04/2017 year 31/03/2018 change
Demat Physical Total % of Demat Physical Total % of during
Total Total the year
Shares Shares
A. Promoters
(1) Indian
a) Individual/HUF 4,70,368 - 4,70,368 4.80 19,29,499 - 19,29,499 3.91 (0.89)
b) Central Govt. or State
- - - - - - - - -
Govt.
c) Bodies Corporates 32,51,678 - 32,51,678 33.21 1,32,83,940 - 1,32,83,940 26.92 (6.29)
d) Bank/FI - - - - - - - - -
e) Any other 64,889 - 64,889 0.66 1,21,275 - 1,21,275 0.25 (0.42)
SUB TOTAL:(A) (1) 37,86,935 - 37,86,935 38.68 1,53,34,714 - 1,53,34,714 31.07 (7.61)
(2) Foreign
a) NRI - Individuals - - - - - - - - -
b) Other Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks/FI - - - - - - - - -
e) Any other - - - - - - - - -
SUB TOTAL (A) (2) - - - - - - - - -
Total Shareholding
of Promoter (A)= (A) 37,86,935 - 37,86,935 38.68 1,53,34,714 - 1,53,34,714 31.07 (7.61)
(1)+(A)(2)
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds 17,32,128 10,924 17,43,052 17.80 84,87,897 54,240 85,42,137 17.31 (0.49)
b) Banks/FI 6,559 736 7,295 0.07 35,171 2765 37,936 0.08 0.002
C) Cenntral govt - - - - - - - - -
d) State Govt. - - - - - - - - -
e) Venture Capital Fund - - - - - - - - -
f ) Insurance Companies - - - - - - - - -
g) FIIS 11,07,661 - 11,07,661 11.31 86,88,592 - 86,88,592 17.61 6.29
"h) Foreign Venture
Capital Funds" -
i) Others (specify) - - -
SUB TOTAL (B)(1): 28,46,348 11,660 28,58,008 29.19 1,72,11,660 57,005 1,72,68,665 34.99 5.80
(2) Non Institutions
a) Bodies corporates
i) Indian 4,20,596 1,310 4,21,906 4.31 2004111 3,545 2007656 4.07 (0.24)

65
Category of No. of Shares of H10/- each held at the No. of Shares of H2/- each held at the end of the %
Shareholders beginning of the year 01/04/2017 year 31/03/2018 change
Demat Physical Total % of Demat Physical Total % of during
Total Total the year
Shares Shares
ii) Overseas - - -

b) Individuals

i) Individual
shareholders holding
18,95,330 3,75,832 22,71,162 23.20 10640852 1428855 1,20,69,707 24.46 1.26
nominal share capital
upto H1 lakhs
ii) Individuals
shareholders holding
3,86,195 - 3,86,195 3.94 1819651 0 18,19,651 3.69 (0.26)
nominal share capital in
excess of H 1 lakhs
iii) NBFCs registered
- - -
with RBI
c) Others (specify) - -
CLEARING MEMBERS 7,271 - 7,271 0.07 19,066 - 19,066 0.04 (0.04)
FOREIGN NATIONALS 100 - 100 0.00 2,220 - 2,220 0.00 0.00
NON RESIDENT INDIANS 57,281 1,081 58,362 0.60 4,98,416 3,100 5,01,516 1.02 0.42
TRUST 1,358 - 1,358 0.01 14,320 14,320 0.03 0.02
- -
SOCIETIES - - - - - 25 25 0.00 0.00
IEPF - - - - 3,13,270 - 3,13,270 0.63 0.63
d) Qualified Foreign
Investor
SUB TOTAL (B)(2): 27,68,131 3,78,223 31,46,354 32.13 1,53,11,906 14,35,525 1,67,47,431 33.94 1.80
"Total Public
Shareholding
(B)= (B)(1)+(B)(2)" 56,14,479 3,89,883 60,04,362 61.32 3,25,23,566 14,92,530 3,40,16,096 68.93 7.60
Total A+B 94,01,414 3,89,883 97,91,297 100 4,78,58,280 14,92,530 4,93,50,810 100 -
C. Shares held by
Custodians, against - - - - -
which
Depository
Receipts have
been issued"
1)Promoter and
Promoter Group
2)Public
Grand Total (A+B+C) 94,01,414 3,89,883 97,91,297 100% 4,78,58,280 14,92,530 4,93,50,810 100% -

66 l ANNUAL REPORT 2017-18

B) Shareholding of Promoters
Sr. Shareholders Name Shareholding at the beginning of the year Shareholding at the end of the year % change
No. 01/04/2017 31/03/2018 in share
Number of “% of total % of shares Number of % of total % of shares holding
shares of shares pledged/ shares of shares pledged/ during the
H10/- Each of the encumbered H2/- Each of the encumbered year
Company” to total shares Company to total shares
1 Mafatlal Impex Private Limited 2331284 23.81 0.00 11656420 23.62 0% 0.19
2 Nocil Limited 471015 4.81 0.00 0 0.00 0% 4.81
3 Mafatlal Exim Pvt Ltd 324484 3.31 0.00 1622420 3.29 0% 0.03
4 Mafatlal Industries Limited 118389 1.21 0.00 0 0.00 0% 1.21
5 Pamil Investments Pvt Ltd 6486 0.07 0.00 5000 0.01 0% 0.06
6 Milap Texchem Pvt Ltd 20 0.00 0.00 100 0.00 0% 0.00
7 Vishad Padmanabh Mafatlal 391338 4.00 0.00 1534349 3.11 0% 0.89
8 Vishad Padmanabh Mafatlal 75007 0.77 0.00 375035 0.76 0% 0.01
9 Vishad P.mafatlal Pam Huf1 P 910 0.01 0.00 4550 0.01 0% 0.00
Mafatlal
10 Padmanabh Arvind Mafatlal 0 0.00 0.00 14550 0.03 0% -0.03
(Huf )
11 Sheth Mafatlal Gagalbhai 16506 0.17 0.00 0 0.00 0% 0.17
Foundation Trust No 2 To 22
12 Mr. Hrishikesh Arvind Mafatlal 4716 0.05 0.00 0 0.00 0% 0.05
Public Charitable Trust No 1-6
13 Mr. Arvind N Mafatlal Public 6288 0.06 0.00 0 0.00 0% 0.06
Charitable Trust
14 Mr. Padmanabh Arvind Mafatlal 4716 0.05 0.00 0 0.00 0% 0.05
Public Charitable Trust No 1-6
15 Navinchandra Mafatlal Charity 11004 0.11 0.00 55020 0.11 0% 0.00
Trust No 1-15
16 Mr. Pransukhlal Charity Trust 4716 0.05 0.00 23580 0.05 0% 0.00
No 1-6
17 Mrs Sushila Arvind Mafatlal 3120 0.03 0.00 0 0.00 0% 0.03
Public Charitable Trust No 1-5
18 Vishad Padmanabh Mafatlal 2496 0.03 0.00 12480 0.03 0% 0.00
Public Charitable Trust No 1-4
19 Mrs Rekha Hrishikesh Mafatlal 3120 0.03 0.00 0 0.00 0% 0.03
Public Charitable Trust No. 1-5
20 Mrs Miloni Padmanabh Mafatlal 2692 0.03 0.00 13460 0.03 0% 0.00
Public Charitable Trust No 1-5
21 Mr. Padmakesh Public Charity 2168 0.02 0.00 10840 0.02 0% 0.00
Trust No 1-4
22 Mr. Rishipad Public Charity Trust 2168 0.02 0.00 0 0.00 0% 0.02
No 1-4
23 Mrs Vijayalaxmi Navinchandra 1179 0.01 0.00 1965 0.00 0% 0.01
Mafatlal Public Charit Trust
No. 16

67
 24 Mrs Vijayalaxmi Navinchandra 0 0.00 0.00 1965 0.00 0% 0.00
Mafatlal Public Charit Trust
No. 19
25 Mrs Vijayalaxmi Navinchandra 0 0.00 0.00 1965 0.00 0% 0.00
Mafatlal Public Charit Trust
No. 20
26 P.A. Mafatlal as Karta of PAM 2910 0.03 0.00 0 0.00 0% 0.03
HUF 1
27 Chetna Padmanabh Mafatlal 203 0.00 0.00 1015 0.00 0% 0.00

Total 3786935 38.68 0.00 15334714 31.07 0% 7.60

(iii) CHANGE IN PROMOTERS’ SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE)*

Sr. No. Particulars Share holding at the beginning of the Year Cumulative Share holding during the year
01/04/2017 31/03/2018
Number of Shares % of total shares of Number of Shares % of total shares of
the Company the Company
1 At the beginning of the year 3786935 38.68 3786935 38.68
2 At the end of the year 15334714 31.07 15334714 31.07

* Change is due to (a) sale of shares in the open market and (b) increase in paid-up capital due to allotment of equity shares against exercise
of stock options.

(iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS &
HOLDERS OF GDRS & ADRS)
Sr. No. For Each of the Top 10 Shareholders Share holding at the beginning of the Year Share holding at the end of
01/04/2017 the Year 31/03/2018
No.of % of total Date Increase / No.of shares % of total
shares of shares of the Decrease in shares of the
H10/- each Company shareholding Company
1 SMALLCAP WORLD FUND, INC 0 0.00 01/04/2017 0 0.00
02/03/2018 584030 584030 1.18
09/03/2018 31396 615426 1.25
16/03/2018 2586574 3202000 6.49
31/03/2018 3202000 6.49
2 AJAY UPADHYAYA 100000 1.02 01/04/2017 100000 1.02
02/06/2017 (100000) 0 0.00
04/08/2017 500000 500000 1.01
17/11/2017 500000 1000000 2.03
31/03/2018 1000000 2.03
3 HSBC GLOBAL INVESTMENT FUNDS - 0 0.00 01/04/2017 0 0.00
ASIA EX JAPAN EQUIT 30/06/2017 156646 156646 1.59
21/07/2017 626584 783230 1.59
- Addition
pursuant to
sub-division*
04/08/2017 (42992) 740238 1.50
11/08/2017 (27158) 713080 1.45
31/03/2018 713080 1.45

68 l ANNUAL REPORT 2017-18

Sr. No. For Each of the Top 10 Shareholders Share holding at the beginning of the Year Share holding at the end of
01/04/2017 the Year 31/03/2018
No.of % of total Date Increase / No.of shares % of total
shares of shares of the Decrease in shares of the
H10/- each Company shareholding Company
4 'GMO EMERGING DOMESTIC 0 0.00 01/04/2017 0 0.00
OPPORTUNITIES FUND, A SERIES 10/11/2017 711404 711404 1.44
17/11/2017 (37800) 673604 1.37
24/11/2017 (29200) 644404 1.31
31/03/2018 644404 1.31
5 RELIANCE CAPITAL TRUSTEE CO. LTD-A/C 453698 4.63 01/04/2017 453698 4.63
RELIANCESMALL 21/07/2017 1814792 2268490 4.60
- Addition
pursuant to
sub-division*
09/02/2018 7014 2275504 4.61
31/03/2018 2275504 4.61
6 DSP BLACKROCK MICRO CAP FUND 450018 4.60 01/04/2017 450018 4.60
28/04/2017 (8469) 441549 4.51
05/05/2017 (1917) 439632 4.49
21/07/2017 1758528 2198160 4.46
- Addition
pursuant to
sub-division*
25/08/2017 (16345) 2181815 4.43
01/09/2017 (71836) 2109979 4.28
08/09/2017 (203354) 1906625 3.87
15/09/2017 (20268) 1886357 3.83
22/09/2017 (83641) 1802716 3.66
29/09/2017 (27715) 1775001 3.60
01/12/2017 (68310) 1706691 3.46
08/12/2017 (30819) 1675872 3.40
15/12/2017 (3851) 1672021 3.39
22/12/2017 (19112) 1652909 3.35
31/03/2018 1652909 3.35
7 GOLDMAN SACHS INDIA LIMITED 197845 2.02 01/04/2017 197845 2.02
07/04/2017 11641 209486 2.14
30/06/2017 68886 278372 2.83
21/07/2017 1113488 1391860 2.83
- Addition
pursuant to
sub-division*
31/03/2018 1391860 2.82
8 SUNDARAM MUTUAL FUND A/C 185000 1.89 01/04/2017 185000 1.89
SUNDARAM SMILE FUND 05/05/2017 (12000) 173000 1.77
16/06/2017 (3000) 170000 1.73
30/06/2017 (4043) 165957 1.69
07/07/2017 (723) 165234 1.68
14/07/2017 (450) 164784 1.67
21/07/2017 659136 823920 1.67
- Addition
pursuant to
sub-division*
04/08/2017 (13920) 810000 1.64
11/08/2017 (3103) 806897 1.64

69
 Sr. No. For Each of the Top 10 Shareholders Share holding at the beginning of the Year Share holding at the end of
01/04/2017 the Year 31/03/2018
No.of % of total Date Increase / No.of shares % of total
shares of shares of the Decrease in shares of the
H10/- each Company shareholding Company
18/08/2017 (1129) 805768 1.64
08/09/2017 (227) 805541 1.63
29/09/2017 (85187) 720354 1.46
06/10/2017 (1425) 718929 1.46
13/10/2017 (3444) 715485 1.45
27/10/2017 (672) 714813 1.45
23/03/2018 (14712) 700101 1.42
31/03/2018 700101 1.42
9 GHI LTP LTD 170150 1.74 01/04/2017 170150 1.74
21/07/2017 680600 850750 1.73
- Addition
pursuant to
sub-division*
09/03/2018 (850750) 0 0.00
31/03/2018 0 0.00
10 ATYANT CAPITAL INDIA FUND I 162055 1.66 01/04/2017 162055 1.66
21/07/2017 648220 810275 1.64
- Addition
pursuant to
sub-division*
09/03/2018 (553126) 257149 0.52
16/03/2018 (150000) 107149 0.22
30/03/2018 (1742) 105407 0.21
31/03/2018 105407 0.21

*The transfer as on July 21, 2017 is due to split of Equity Shares of the Company from face Value of H 10/- per share to Face Value of H 2/- per Share
resulting into increase in Number of Shares held by each person.

(v) SHAREHOLDING OF DIRECTORS & KMP

Sr. For Each of the Directors & KMP Shareholding at the beginning of the year Cumulative Shareholding during the year
No. 01/04/2017 ended on 31/03/2018
No.of shares % of total shares of No of shares % of total shares of
the Company the Company
1 Mr. Vishad Padmanabh Mafatlal
At the beginning of the year 391338 4.00 391338 4.00
Date wise increase/decrease in Promoters
Share holding during the year specifying the
reasons for increase/decrease (e.g. allotment/
transfer/bonus/sweat equity etc)
21/07/2017 - Transfer* 1565352 3.17 1956690 3.96
02/03/2018 - Transfer (422341) (0.86) 1534349 3.11
At the end of the year 1534349 3.11 1534349 3.11
2 Mr. Atul Kumar Srivastava
At the beginning of the year 2200 0.02 2200 0.02
Date wise increase/decrease in Promoters
Share holding during the year specifying the
reasons for increase/decrease (e.g. allotment/
transfer/bonus/sweat equity etc)
21/07/2017-Transfer* 8800 0.02 11000 0.02
At the end of the year 11000 0.02 11000 0.02

70 l ANNUAL REPORT 2017-18

Sr. For Each of the Directors & KMP Shareholding at the beginning of the year Cumulative Shareholding during the year
No. 01/04/2017 ended on 31/03/2018
No.of shares % of total shares of No of shares % of total shares of
the Company the Company
3 Mr. Thekkekara Meloth Mohan Nambiar
At the beginning of the year 1000 0.01 1000 0.01
Date wise increase/decrease in Promoters
Share holding during the year specifying the
reasons for increase/decrease (e.g. allotment/
transfer/bonus/sweat equity etc)
21/07/2017-Transfer* 4000 0.01 5000 0.01
At the end of the year 5000 0.01 5000 0.01
4 Mr. Pradip Narotam Kapadia
At the beginning of the year 1385 0.01 1385 0.01
Date wise increase/decrease in Promoters
Share holding during the year specifying the
reasons for increase/decrease (e.g. allotment/
transfer/bonus/sweat equity etc)
21/07/2017-Transfer* 5540 0.01 5540 0.01
At the end of the year 6925 0.01 6925 0.01
5 Mr. Sunil Siddharth Lalbhai
At the beginning of the year 1000 0.01 1000 0.01
Date wise increase/decrease in Promoters
Share holding during the year specifying the
reasons for increase/decrease (e.g. allotment/
transfer/bonus/sweat equity etc)
21/07/2017-Transfer* 4000 0.01 5000 0.01
At the end of the year 5000 0.01 5000 0.01
6 Mr. Shekhar Shridhar Khanolkar
At the beginning of the year 4591 0.05 4591 0.05
Date wise increase/decrease in Promoters
Share holding during the year specifying the
reasons for increase/decrease (e.g. allotment/
transfer/bonus/sweat equity etc)
16/06/2017 - ESOP 12200 0.02 16791 0.03
21/07/2017 - Transfer* 67164 0.14 83955 0.17
04/08/2017 (5000) (0.01) 78955 0.16
02/03/2018 (698) 0.00 78257 0.16
09/03/2018 (500) 0.00 77757 0.16
16/03/2018 (500) 0.00 77257 0.16
At the end of the year 77257 0.16 77257 0.16
7 Mr. Niraj Bipinchandra Mankad
At the beginning of the year 1900 0.02 9500 0.02
Date wise increase/decrease in Promoters
Share holding during the year specifying the
reasons for increase/decrease (e.g. allotment/
transfer/bonus/sweat equity etc)
29/05/2017 - ESOP 4600 0.01 23000 0.01

71
 Sr. For Each of the Directors & KMP Shareholding at the beginning of the year Cumulative Shareholding during the year
No. 01/04/2017 ended on 31/03/2018
No.of shares % of total shares of No of shares % of total shares of
the Company the Company
21/07/2017-Transfer* 26000 0.05 32500 0.07
At the end of the year 32500 0.07 32500 0.07

*The transfer as on July 21, 2017 is due to split of equity shares of the Company from face value of H10/- per share to face value of of H2/- per
share resulting into increase in number of shares held by each person.

V INDEBTEDNESS: NIL
Indebtedness of the Company including interest outstanding/accrued but not due for payment (Amt in H)
Particulars Secured Loans Unsecured Loans Deposits Total Indebtedness
excluding deposits
Indebtness at the beginning of the financial year
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - -
Total (i+ii+iii) - - - -
Change in Indebtedness during the financial year
Additions - - - -
Reduction - - - -
Net Change - - - -
Indebtedness at the end of the financial
year
i) Principal Amount* - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - -
*Does not includes restatement impact of buyers credit during the year movement

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL FOR F. Y. 2017-18

A. “REMUNERATION TO MANAGING DIRECTOR, WHOLE TIME DIRECTOR AND/OR MANAGER:
Sr. No. Particulars of Remuneration Name of the MD/WTD/Manager Total Amount
Gross salary Mr. V.P.Mafatlal Mr. S.S.Khanolkar
1 (a) Salary as per provisions contained in section 17(1) of the 235.46 205.14 440.60
Income Tax 1961.
(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 0.71 15.32 16.03
(c ) Profits in lieu of salary under section 17(3) of the Income – – –
Tax Act, 1961
2 Stock option (ESOP Perquisities) – 325.95 325.95
3 Sweat Equity
4 Commission* 329.00 114.00 443.00
- as % of profit 1.50% 0.52% 2.02%
- others (specify)
5 Others (sitting fees) - -
Total (A) 565.17 660.41 1,225.58
Ceiling as per the Act 2191.00
* Payable in financial Year 2018-2019

72 l ANNUAL REPORT 2017-18

B. REMUNERATION TO OTHER DIRECTORS: (H In Lakhs)
Sr. No. Particulars of Remuneration Name of the Directors Total
Mr. Mr. P.N. Mr. S.S. Mr. S.M. Mr. Mr. H.H. Mr. A.K. Mrs. R.V. Amount
T.M.M. Kapadia Lalbhai Kulkarni S.G.Mankad Engineer Shrivastava Haribhakti
Nambiar
1 Independent Directors
(a) Fee for attending Board/ 5.60 5.60 5.95 5.95 3.85 3.85 3.85 3.50 38.15
Committee meetings
(b) Commission 16 16 16 16 16 16 16 16 128
(c ) Others (please specify)
Total (B) 21.60 21.60 21.95 21.95 19.85 19.85 19.85 19.50 166.15

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD: (H In Lakhs)

Sr. Particulars of Remuneration Key Managerial Personnel Total
No. N. B. Mankad Sitendu Amount
(Company Secretary) Nagchaudhuri (CFO)

1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax 95.26 110.91 206.17
1961.
(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 2.92 6.88 9.80
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 0 0 0
2 Stock option (ESOP Perquisities) 122.90 - 122.90
3 Sweat Equity 0 0 0
4 Commission 0 0 0
– as % of profit 0 0 0
– others (specify) 0 0 0
5 Others (please specify)
a) Company’s contribution to the Provident Fund 3.26 5.78 9.04
b) Company’s contribution to the Superannuation scheme (Shown upto 1.50 1.50 3.00
exemption limit of H1.50 lakh, over and above has been added to perk at
point 1(b))
c) Medical Allowance 0.15 0.15 0.30
d) Medi-claim & Accident Insurance 0.31 0.31 0.62
e) Variable Pay 0 21.84 21.84
Total (C) 226.30 147.37 373.67

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

There were no penalties, punishment or compounding of offences during the year ended on March 31, 2018

For and on behalf of the Board of Directors

Place: Mumbai V.P. Mafatlal

Date: 9th May, 2018 Chairman
DIN:00011350)
Regd. Office:
2nd floor, Sunteck Centre, 37/40, Subhash Road, Vile Parle (East), Mumbai 400057.
Tel: 91 22 6650 9999, Fax: 91 22 6650 9800, E-mail: [email protected], Website: www.nfil.in
CIN: L24110MH1998PLC115499

73
 Annexure-7
FORM NO. MR.3
SECRETARIAL AUDIT REPORT
For The Financial Year Ended 31st March, 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, (v) The following Regulations and Guidelines prescribed under the
The Members, Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) :-
NAVIN FLUORINE INTERNATIONAL LIMITED
(a) The Securities and Exchange Board of India (Substantial
2nd Floor, Sunteck Centre, 37-40 Subhash Road,
Acquisition of Shares and Takeovers) Regulations, 2011.
Vile Parle (East), Mumbai 400057
(b) The Securities and Exchange Board of India (Prohibition of
We have conducted the secretarial audit of the compliance
Insider Trading) Regulations, 2015. (herein after “Insider
of applicable statutory provisions and the adherence to good
trading Regulations”)
corporate practices by Navin Fluorine International Limited
(hereinafter called the “Company”). Secretarial Audit was conducted (c) The Securities and Exchange Board of India (Issue of Capital and
in a manner that provided us a reasonable basis for evaluating the Disclosure Requirements) Regulations, 2009 (Not Applicable
corporate conducts/ statutory compliances and expressing our to the Company during the audit period)
opinion thereon. (d) The Securities and Exchange Board of India (Share Based
Based on our verification of the Company’s books, papers, minute Employee Benefits) Regulations, 2014.
books, forms and returns filed and other records maintained by (e) The Securities and Exchange Board of India (Issue and Listing
the Company and also the information provided by the Company, of Debt Securities) Regulations, 2008 (Not Applicable to the
its officers, agents and authorized representatives during the Company during the audit period)
conduct of secretarial audit, We hereby report that in our opinion,
(f ) The Securities and Exchange Board of India (Registrars to an
the Company has, during the audit period covering the financial
Issue and Share Transfer Agents) Regulations, 1993 regarding
year ended on 31st March, 2018 (‘Audit Period’) complied with the
the Companies Act and dealing with client
statutory provisions listed hereunder and also that the Company
has proper Board-processes and compliance-mechanism in place (g) The Securities and Exchange Board of India (Delisting of Equity
to the extent, in the manner and subject to the reporting made Shares) Regulations, 2009 (Not Applicable to the Company
hereinafter: during the audit period) and

We have examined the books, papers, minute books, forms and (h) The Securities and Exchange Board of India (Buyback of
returns filed and other records maintained by the Company for the Securities) Regulations, 1998 (Not Applicable to the Company
financial year ended on 31st March, 2018 according to the provisions during the audit period)
of: (i) The Securities and Exchange Board of India (Listing Obligations
(i) The Companies Act, 2013 (‘the Act’) and the rules made there and Disclosure Requirements) Regulations, 2015. (herein after
under; “Listing Regulations”)

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the We have also examined compliance with the applicable clauses of
rules made there under; the following:

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws (i) Secretarial Standards issued by The Institute of Company
framed there under; Secretaries of India.

(iv) Foreign Exchange Management Act, 1999 and the rules and (ii) Listing Agreements entered with stock exchange.
regulations made there under to the extent of Overseas During the period under review the Company has complied with
Direct Investment. (Foreign Direct Investment and External the provisions of the Act, Rules, Regulations, Guidelines, Standards,
Commercial Borrowing not applicable during the audit etc. as mentioned above except that Dividend distribution policy
period)

74 l ANNUAL REPORT 2017-18

was not attached in Annual Report as per Regulation 43A of Listing We further report that during the audit period:
Regulations. Further there is e-form MGT-14 which is in process of filing. 1. The Company has passed Special resolution under section 180
Further there was delay in transferring the Unpaid Dividend amount to (1) (a) of the Act, via postal ballot for transfer of undertaking
IEPF in one case. Further Foreign Liabilities and Assets Return was filled at Dahej, Gujarat to Convergence Chemicals Private Limited, a
with some delay with RBI and Intimation of share certificates/evidence joint venture between the Company and Piramal Enterprises
of investment to Authorized Dealer Bank was given with some delay. Limited on a Slump sale basis.
Further there were few lapses of code of conduct under Insider trading
2. The Company has passed Ordinary resolution in the Annual
Regulations for which company is in the process of taking appropriate
General meeting held on 29th June, 2017 for sub division of
actions.
equity share of the Company having a face value of ` 10/-
We further report that, having regard to the compliance system (Rupees Ten only) into 5 equity shares having a face value of `
prevailing in the Company and on examination of the relevant 2/- (Rupees two only) each.
documents and records in pursuance thereof on test check basis,
3. The Company has passed Ordinary resolution in the Annual
the Company has complied with the following laws applicable
General meeting held on 29th June, 2017 to restructure
specifically to the Company:
Authorised Share Capital of the company of ` 35,00,00,000/-
1. Ozone Depleting Substances (Regulations) Rules, 2000. (Rupees Thirty Five Crores) by dividing it into Equity shares of
2. The Indian Boiler Act, 1923 (Amended 1960) ` 2 each instead of ` 10 each.
3. The Chemical Accidents (emergency planning, preparedness 4. The Company has issued and allotted 62,550 Equity Shares
and response) Rules, 1996 having Face Value of `10/- (before sub-division) with premium
4. The Hazardous Wastes (Management and Handling) Rules, of ` 380/- each and 81,575 Equity Shares having Face Value of
1989 ` 2/- (after sub-division) with premium of ` 76/- each under
Employee Stock Option Scheme and Employee Stock Purchase
5. Explosive Act, 1884 and Explosive Rules, 2008.
Scheme) Guidelines, 1999 and the Securities and Exchange
We further report that Board of India (Share Based Employee Benefits) Regulations,
The Board of Directors of the Company is duly constituted with 2014.
proper balance of Executive Directors, Non-Executive Directors We further report that as per the list of the Disqualified Directors
and Independent Directors. The changes in the composition of the published by Ministry of Corporate Affairs on 7th September 2017
Board of Directors that took place during the period under review name of Mr. Vishad Padmanabh Mafatlal bearing DIN 00011350
were carried out in compliance with the provisions of the Act. appeared in the list of disqualified directors. However as per the
Adequate notice is given to all directors to schedule the Board explanation and documents provided by the Company we are of
Meetings and agenda items were sent at least seven days in advance the view that Mr. Vishad Padmanabh Mafatlal is not disqualified. The
and a system exists for seeking and obtaining further information matter is already being pursued by the Company with the office of
and clarifications on the agenda items before the meeting and for the Registrar of the Companies, Mumbai for removing the name of
meaningful participation at the meeting. Mr. Vishad Padmanabh Mafatlal from the list of disqualified Directors.

All decisions at Board Meetings and Committee Meetings are carried For Makarand M. Joshi & Co.,
out either unanimously or by majority as recorded in the minutes of Company Secretaries
the meetings of the Board of Directors or Committee of the Board,
as the case may be. Kumudini Bhalerao
Partner
We further report that there are adequate systems and processes
Place: Mumbai FCS No. 6667
in the company commensurate with the size and operations of the
Date: 9th May, 2018 CP No. 6690
company to monitor and ensure compliance with applicable laws,
rules, regulations and guidelines. This report is to be read with our letter of even date which is annexed
as Annexure A and forms an integral part of this report.

75
 ‘Annexure A’
To, 4. Where ever required, we have obtained the Management
The Members, representation about the compliance of laws, rules and
NAVIN FLUORINE INTERNATIONAL LIMITED regulations and happening of events etc.
2nd Floor, Sunteck Centre, 37-40 Subhash Road,
5. The compliance of the provisions of Corporate and
Vile Parle (East), Mumbai 400057
other applicable laws, rules, regulations, standards is the
Our report of even date is to be read along with this letter. responsibility of management. Our examination was limited to
the verification of procedures on test basis.
1. Maintenance of secretarial record is the responsibility of the
management of the company. Our responsibility is to express 6. The Secretarial Audit report is neither an assurance as to
an opinion on these secretarial records based on our audit. the future viability of the company nor of the efficacy or
effectiveness with which the management has conducted the
2. We have followed the audit practices and processes as
affairs of the company.
were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The For Makarand M. Joshi & Co.,
verification was done on test basis to ensure that correct Company Secretaries
facts are reflected in secretarial records. We believe that the
Kumudini Bhalerao
processes and practices, we followed provide a reasonable
Partner
basis for our opinion.
Place: Mumbai FCS No. 6667
3. We have not verified the correctness and appropriateness of Date: 9th May, 2018 CP No. 6690
financial records and Books of Accounts of the company.

76 l ANNUAL REPORT 2017-18

 Annexure-8
1. CONSERVATION OF ENERGY and Mafron plant which will reduce the line losses and improve
the power norms respectively.
A. Energy Conservation measures taken :
1. Automation of hydrogenation plant for batch cycle time 4. Introduction of Plate Heat Exchangers in water ring vacuum
reduction, resulting in increased throughput with the same system to reduce effluent generation and water consumption.
power. This has resulted in power savings at hydrogenation and C. Impact of the measures at (A) and (B) above for
nitration stages. the reduction of energy consumption and
2. Existing cooling tower, in BF3 plant, was replaced with new consequent impact on the cost of production of
cooling tower at an elevated level, which resulted in major goods :
savings in power consumption. 1. The power consumption of key products has shown
3. Power savings achieved through setting up of LED lights and improvement with increase in batch size and reduction in
fixture in a phased manner, installation of Astro timer in plant process runs.
and street light, installation of voltage servo stabiliser at R & D 2. Above points will lead to savings of about 0.7 million KWH of
and water plant lighting circuit, to reduce the lighting voltage power per year at present rate of production from this year
up to 390 V. onwards.
4. The effluent treatment system has been upgraded to improve 3. Additional savings of about 1.4 million KWH power per year is
the quality of treated water in-order to use it for cooling tower expected after two more cooling tower networks are modified.
application. The entire treated water is now being recycled. This 4. Savings of about 5 lakhs SM3/ annum of natural gas at present
resulted in saving in energy required for thermal evaporation of rate of production from this year onwards.
treated effluent.
5. Automation of the Cooling Tower by introduction of interlock
5. Improved operation of refrigeration system between 3 plants, has resulted in energy savings required to run the system.
by optimum utilisation of excess capacity of brine, which has
led to improvement in power consumption. D. Total energy consumption and energy
6. Improvement in natural gas consumption norms in KF consumption per unit of production
production, by recycling the flue gases escaping from the The particulars are furnished in the prescribed Form A annexed
stack, back into the hot air generation system hereto

7. Improvement in NG consumption norms in HF production 2. TECHNOLOGY ABSORPTION

by controlling the process parameter and improving the Efforts made in technology absorption are furnished in prescribed
productivity, reducing the insulation losses and replacement Form B annexed hereto.
by an effective heating system.
8. Replacement of burner by energy efficient burner in boiler as
3. FOREIGN EXCHANGE EARNINGS AND OUTGO
well as replacement of boiler fuel from high speed diesel to A. Activities relating to export initiatives taken to
natural gas increase exports, developments to new export
markets for products and services and export plans
B. Additional investment and proposal, if any being
More than 50% of the Company’s revenue came from exports
implemented for reduction in consumption of
of refrigerant gases, inorganic fluorides, specialties and
energy :
contract research and manufacturing. Exports clocked a robust
1. Planned modification and synchronisation of two more cooling
growth of 44% year-on-year. The Company follows a focused
towers by changing the network. This will lead to power savings
strategy of global sourcing on one hand and growing its export
of approximately 200 KWH per hour. Maximum efficiency will
portfolio on the other so as to balance out its foreign exchange
be achieved by supplying exact quantity of cooling water to
movements. The Company along with its UK based subsidiary
the chilling plants.
Manchester Organics Limited, underpins its overseas presence
2. Use of solar power equivalent to the existing day time by regularly attending international science conferences,
consumption of electricity is proposed. Options of captive pharma, agro and specialty chemicals exhibitions, etc., to
generation of Solar Power or procurement through Open improve its visibility amongst the international customers
Access Scheme are being explored. and expose the marketing, technical and R & D teams to
3. Dedicated brine system is planned to be installed for FAP plant newer markets, geographies, developments and technologies.

77
 Inquiries generated from these events are followed up by the to strengthen its international marketing network.
marketing teams through customer visits and interactions
B. TOTAL FOREIGN EXCHANGE USED AND EARNED
while the R & D, technology and manufacturing teams work
(H lakhs)
on the new molecules and technologies. Dedicated business
development teams have also been deployed in different Current Year Previous Year
geographies like USA, Europe and Japan to cater to the needs Total Foreign exchange used 23,889.41 21,457.55
of the global pharma and agro majors and to explore new Total foreign exchange earned 44,308.15 31,249.83
marketing opportunities. The Company is taking further steps

NAVIN FLUORINE INTERNATIONAL LIMITED

ANNEXURE TO DIRECTORS’ REPORT : APRIL 2017 TO MARCH 2018
FORM A
Form for Disclosure of Particulars with respect to Conservation of Energy
(H in lakhs)

2017-18 2016-17
(A) POWER & FUEL CONSUMPTION
(1) Electricity
(a) Purchased
Units (in Kwh) 4,29,18,056 4,03,74,273
Total Cost (H) 33,14,63,402 31,00,24,664
Rate/Unit (H) 7.72 7.68
(b) Own Generation
(i) Through Captive Power Plant
Units (in Kwh) 16,65,650 5,05,931
Unit per M3 of Natural Gas (Kwh) 3.99 3.33
Cost/Unit (H) 8.15 8.84
(ii) Through Diesel Generator
Units (in Kwh) 22,186 31,678
Unit per litre of diesel oil (Kwh) 0.91 1.36
Cost/Unit (H) 68.37 44.85
(2) Others
(a) High Speed Diesel (HSD)
Quantity (K.Ltrs) 161 274
Total Cost ( H ) 1,00,89,724 1,67,67,051
Rate/Unit (Per K.Ltr.) 62,482 61,083
(b) Natural Gas
Quantity (Cub. Mtrs.) 51,20,396 42,58,398
Total Cost ( H ) 16,73,81,050 11,71,19,817
Rate ( H /Cub Mtrs.) 32.69 27.50
(c) Water
Quantity (K. Ltrs.) 2,11,760 2,84,414
Total Cost ( H ) 55,76,930 71,87,403
Rate ( H /K.Ltrs) 26.34 25.27
(B) CONSUMPTION PER UNIT OF PRODUCTION:
(1) Electricity (Kwh/Mt.) 1,240 1,181
(2) Natural Gas (Cub.Mtrs/Mt.) 778 123
(3) Others (K Ltrs/Mt.) 3 6

Production MT MT
Synthetic Cryolite,Aluminium Fluoride & Fluorocarbon Gases 9,366 9,878
Misc. Fluorides 26,597 24,741
Total 35,962 34,619

78 l ANNUAL REPORT 2017-18

FORM B The R & D center also continues to invest on people and
equipment to effectively carry on its research and development
RESEARCH & DEVELOPMENT
projects, supporting the development of internal needs, leading
a) Specific areas in which R & D is carried out by your Company
to strengthening of Company’s capabilities to achieve growth.
The Research & Development efforts of the Company continue to be For enhancement of the Company’s manufacturing base and to
directed predominantly towards the following areas at Navin Research synthesise value added molecules going ahead, the R & D team
and Innovation Center: leverages its capabilities between its research based subsidiary
a) Work on novel fluorinated chemical compounds and intermediates company Manchester Organics Limited and process development
to meet the market needs and to develop cost effective, laboratory at Dewas.
environmental friendly robust processes for identified entities
d) Expenditure on R&D: (H in Lacs)
b) Work on selected corporate strategic projects with an objective to
adding long term values to the organisation and promote sales Current Year Previous Year
c) Work with all stakeholders, i.e. marketing team, key customers, Capital Expenditure 206.98 32.71
project team, to initiate products with clear business objectives,
right from the initial activities to the end process and help create Recurring Expenditure 1580.70 1394.83
sustainable sales growth for the Company Total Expenditure 1787.68 1427.54
d) Work closely with the technical services and manufacturing teams Total R&D Expenditure as 2.02% 1.94%
to scale up the laboratory based knowledge for commercial
production and resolve all trouble shooting issues. Work on percentage of Total turnover
projects aimed at improving process norms, product quality and TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
waste reduction initiatives of existing products
a) Efforts in brief were made towards technology absorption,
e) Develop better understanding of the processes through relevant adaptation & innovation
analytical and quality assessment tools to work on specifications The R & D Center continues to be focused on utilizing its years of
and analyse all finished goods, intermediates, raw materials, experience and knowledge base along with its technical capabilities
impurities, as per customer requirements to handle difficult reagents, specially used in fluorination. This has now
f ) Explore processes of alternative refrigerants, surfactants etc. been globally accepted and has created a niche area of expertise, which
to cater to the future requirements and work on cost effective is increasingly finding its uses in pharmaceutical, agriculture and non
manufacturing processes through collaboration or through conventional energy storage and refrigerant and related industries
indigenous in-house efforts worldwide. The R & D team provides modern tools, its customer networks
b) Benefits derived as a result of the above R & D and advanced online literatures to all its scientists to look for global
Following benefits are derived from the above R&D activities: techniques, to introduce required fluorine atom in a desired position in
a) Contributed to sales of all SBUs through introduction of new a molecule in more than one way in selected chemical entities.
products developed at R&D and created business opportunities in
both organic and inorganic chemicals; b) Benefits derived as a result of above efforts
The benefits for such efforts as mentioned above shall lead to and
b) Identified newer applications for fluorinated liquids and gases such
continue to enhance:
as BF3, HF and their adducts to enhance opportunities for sales and
a) Significant increase both revenue and profitability for all business
new application of these key products
units of the Company and gain a status of strategic supplier and
c) Created opportunities by developing alternate refrigerants or
partner of choice for its customers
related similar molecules through collaborations to strengthen the
Company’s position in this important sector in the years to come b) Help in building confidence and ability to participate and
collaborate with international customers; enhance abilities to adopt
d) Developed and manufactured pharmaceutical intermediates
technologies from global majors and to help them manufacture
using in-house technologies, to meet the needs of innovative
and commercialise the products in India by becoming their partner
global pharmaceutical companies, thus enhancing the business
opportunities and improving the prospects of future business c) Support efforts of business development teams to create possible
development with global majors joint ventures, preferred partnership, enhance opportunities of
e) Process modification projects with the manufacturing team, led collaboration with customers, to create sustainable and aggressive
to coping with the ever increasing quality requirements and price business growth and value creation for the Company
demands from customers and growing global competition c) Information regarding technology imported during the last five
f ) Further, continued to strength customers resolve, by involving years NIL
with them early in the value chain for their product pipeline, create For and on behalf of the Board,
future long-term opportunities for the Company as a strategic
vendor both in national and international markets V.P. Mafatlal
Place: Mumbai Chairman
g) Helps creating substitutes for imports for some of our domestic
Dated: 9th May, 2018 (DIN:00011350)
customers.
c) Future plan of action: Regd. Office:
The Company’s R & D center continues its endeavor to develop 2nd floor, Sunteck Centre, 37/40, Subhash Road, Vile Parle (East),
new and innovative molecules, to drive sales and profitability. The Mumbai 400057.
R & D team continues its efforts to work on cost effective processes Tel: 91 22 6650 9999, Fax: 91 22 6650 9800
and technologies along with partnering with Industry leaders, E-mail: [email protected], Website: www.nfil.in
to manufacture new products with their patented technologies. CIN: L24110MH1998PLC115499

79
 Annexure-9

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

1. Ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year ended 31
March, 2018
(H In Lakhs)
Sr. No Director Remuneration Median Remuneration Ratio
1 Mr. V P Mafatlal (Chairman) 565.17 5.41 104
2 Mr. S S Khanolkar (Managing Director) 660.41 5.41 122
3 Mr. T M M Nambiar 21.60 5.41 4
4 Mr. P N Kapadia 21.60 5.41 4
5 Mr. S S Lalbhai 21.95 5.41 4
6 Mr. S M Kulkarni 21.95 5.41 4
7 Mr. A K Srivastava 19.85 5.41 4
8 Mr. S G Mankad 19.85 5.41 4
9 Mr. H H Engineer 19.85 5.41 4
10. Mrs. R.V. Haribhakti 19.50 5.41 4

2. The Percentage increase in remuneration of each Director, CFO, point out if there are any exceptional circumstances for increase
Company Secretary in the financial year in the managerial remuneration. –
Sr No. Director % increase Average increase for non-managerial grade is 18% for a period
1 Mr. V P Mafatlal (Chairman) 110% of 3 years (6% per annum); Non managerial employees also get
increase in Dearness Allowance as per Consumer Price Index;
2 Mr. S S Khanolkar (Managing Director) 90%
Therefore, average increase in total remuneration is approx.
3 Mr. T M M Nambiar 18%
9-10% which is in line with the increase in average managerial
4 Mr. P N Kapadia 20% remuneration.
5 Mr. S S Lalbhai 25%
6. The key parameters for any variable component of remuneration
6 Mr. S M Kulkarni 20% availed by the directors:
7 Mr. A K Srivastava 28% Please refer to the remuneration policy available on weblink:
8 Mr. S G Mankad 28% http://www.nfil.in/policy/index.html.
9 Mr. H H Engineer 28% 7. It is affirmed that the remuneration paid is as per the
10. Mrs. R.V. Haribhakti 23% remuneration policy of the Company.

Company Secretary & CFO: For and on behalf of the Board,

1 Mr. N.B. Mankad, Company Secretary 15%

2 Mr. Sitendu Nagchaudhuri, CFO 8% Place: Mumbai V.P. Mafatlal
Date: 9th May, 2018 Chairman
3. Percentage increase in median remuneration of employees in (DIN:00011350)
the financial year – 14%
Regd. Office:
4. The number of permanent employees on the rolls of the
2nd floor, Sunteck Centre,
Company as on 31 March, 2018 - 684 37/40, Subhash Road, Vile Parle (East),
5. Average percentile increase already made in the salaries of Mumbai 400057.
employees other than the managerial personnel in the last Tel: 91 22 6650 9999, Fax: 91 22 6650 9800
financial year and its comparison with the percentile increase E-mail: [email protected], Website: www.nfil.in
in the managerial remuneration and justification thereof and CIN: L24110MH1998PLC115499

80 l ANNUAL REPORT 2017-18

 ANNEXURE – 10

DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(A)The following details are given hereunder in respect Manager-Engineering, H1,31,95,752/-, B.E.-Chem., MBA (24),
of employees employed throughout the year and were 23.7.2012, United Phosporus Limited, Deputy General Manager-
in receipt of remuneration of not less than H 1.02 crores Engineering (4).
per annum: (B) Names of employees employed for part of the year and were in
Name & age (years), designation/nature of duties, remuneration receipt of remuneration of not less than H8.5 lakhs per month:
(rupees), qualification & experience (years), date of commencement NIL
of employment, last employment held (name of employer, post held (C) The percentage of equity shares held by the employee in the
and period (years) Company within the meaning of Clause (iii) of sub rule (2) of The
Mr. Shekhar Khanolkar (49), Managing Director, H6,39,11,346/- Companies (Appointment and Remuneration of Managerial
, B.E., MMS (26), 16.11.2007, BASF India Ltd., Chief Executive Personnel) Rules, 2014:
(Functional Polymers) (7 years). Mr. Ashis Mukherjee (53), N.A.
President-CRO&CTO, H5,55,56,400/-, Ph.D, Org. Chemistry,
(26), 24.08.2009, PI Industries Ltd., Gurgaon, Chief Technology NOTES:
Officer & Head Fine Chemicals (2 years). Mr. Gyanchand Jain 1. Remuneration, as above, includes, salary, Company’s
(58), President-Operations, H3,11,90,292/-, A.M.I.E. (Chemical contribution to Provident Fund and Superannuation Schemes,
Engg.), Advance Diploma in Management (38), 26.09.2011, Leave Encashment, Holiday Travel Benefits, Reimbursement of
Finolex Industries Limited, President Operations (1 year 10 Medical Expenses, Medical Insurance Premium, House Rent
months). Mr. Sitendu Nagchaudhuri (49), Chief Financial Officer Allowances, Additional House Rent Allowance, Compensatory
& Head IT, H1,47,36,642/-, B.Com. (Hons.) FCA (27), 08.07.2015, Allowances, Personal Allowance, Voluntary Retirement Benefit,
Kesoram Industries Ltd., Chief Financial Officer – Cement B.U Commission wherever applicable, Personal Accident Insurance,
(2), 5. Mr. P.S. Haridas (60), Vice-President-SCM, H1,20,89,805/-, monetary value of perquisites calculated in accordance with
BA (Economics), MBA in Materials Management (41), 14.7.2008, provision of Income tax Act, 1961 and rules made thereunder in
Jubilant Organosys Ltd., Associate Vice President (23 Years). respect of Housing, Company’s furniture and equipments etc.
Mr. Niraj Mankad (49), Vice-President Legal & Company but does not include Company’s contribution to Gratuity Fund.
Secretary, H2,26,30,166/-, B.Com., LLB, ACS (25), 1.1.2004, 2. The nature of employment is contractual for all the above
Mafatlal Industries Ltd., Joint Secretary and GM-Legal (10). employees.
Mr. Vishad P. Mafatlal (43), Executive Chairman, H3,86,79,648/-,
B.Sc. (Economics), University of Pennsylvania, Wharton School, 3. None of the Company’s employees is related to any Director of
USA (22), 20.8.2016, Mafatlal Industries Limited, Executive the Company.
Vice-Chairman(4). Mrs. Charusheela Kumar (44), Vice-President For and on behalf of the Board,
– HR & Admin., H1,86,61,820/-, MA in PM & IR (21), 10.10.2011,
United Spirits Limited, General Manager – HR & Admin.
Place: Mumbai V.P. Mafatlal
(0.4). Mr. T.N. Nandakumar (54), Business Head-International
Dated: 9th May, 2018 Chairman
Trade, H2,00,97,729/-, B.Sc., GDMM, DIEM (33), 27.10.2009,
(DIN:00011350)
UPL Ltd., General Manager-Purchase Mr. Satya Tandon (46),
Vice-President-Bulk Fluorides, H1,72,47,236/-, B.E.-Chem., MDP Regd. Office:
(IIM-Ahd.) (23), 13.4.2009, Solaris Chemical Ltd., Dy. General 2nd floor, Sunteck Centre,
Manager-Marketing (13). Mr. P.G. Vashi (50), Vice-President-Bulk 37/40, Subhash Road, Vile Parle (East),
& Refrigerant, H1,33,73,111/-, B.E.-Chem. (26), 9.9.1991, (--1st Mumbai 400057.
job). Mr. Vivek Mhatre (51), Vice-President-Technical Services, Tel: 91 22 6650 9999, Fax: 91 22 6650 9800
H1,45,13,571/-, M.Tech.-Chem. (26), 5.6.2010, Privi Organics, E-mail: [email protected], Website: www.nfil.in
General Manager-Technical (3). Mr. Ninad Pongde (47), General CIN: L24110MH1998PLC115499

81
 ANNEXURE – 11

DIVIDEND DISTRIBUTION POLICY*

The following Dividend Distribution Policy has been The Shareholders of the Company may not expect dividend under
approved by the Board of Directors: the following circumstances:
(A) OBJECTIVE: (i) Whenever significant expansion proposal is undertaken
This Policy is framed pursuant to Regulation 43A of SEBI (Listing
requiring higher allocation of capital;
Obligations and Disclosure Requirements) Regulations, 2015 which
was introduced by SEBI on July 8, 2016 pursuant to Notification of (ii) Whenever any acquisitions or joint ventures are undertaken
SEBI (Listing Obligations and Disclosure Requirements) (Second requiring significant allocation of capital;
Amendment) Regulations, 2016.
(iii) Requirement of higher working capital thereby adversely
The aforesaid Regulation requires top 500 listed entities based on impacting free cash flows;
market capitalisation (calculated as on March 31 of every financial
(iv) Whenever it is proposed to utilise surplus cash for buy back or
year) to formulate a Dividend Distribution Policy. Accordingly, the
Board of Directors of the Company has approved this Dividend other corporate actions;
Distribution Policy (Policy). (v) In the event of inadequacy of profits or incurring of losses;
The Policy shall comply with all the prevailing laws, rules and
(D) FINANCIAL PARAMETERS THAT SHALL BE
regulations as may be prescribed from time to time.
CONSIDERED WHILE DECLARING DIVIDEND
(B) EFFECTIVE DATE: ((INCLUDING INTERNAL AND EXTERNAL FACTORS):
The Policy shall come into effect from the financial year 2016-17 and The following financial parameters (internal factors) would be
shall apply to the interim dividends which may be declared by the considered before declaring or recommending dividend to
Board of Directors from time to time and the final dividend which
shareholders:
will be recommended by the Board of Directors for approval by the
Members of the Company. (i) Income and Profitability parameters like operating profit, profit
after tax, return on equity, dividend payout ratio etc.
(C) CIRCUMSTANCES UNDER WHICH THE
SHAREHOLDERS OF THE COMPANY MAY OR MAY (ii) Working capital requirements
NOT EXPECT DIVIDEND: (iii) Capital expenditure requirements
The Company shall endeavor to pay dividend to its shareholders in a
(iv) Resources required to fund acquisitions and/or new businesses
steady and consistent manner.
(v) Outstanding borrowings
Dividend shall be declared or paid out of:
(vi) Likely crystallisation of contingent liabilities
(i) Profits of the current year after providing for depreciation in
accordance with law and after transferring to reserves such (vii) Growth opportunities including inorganic growth.
amount of profits as may be prescribed under Companies Act, External factors:
2013, the Rules framed thereunder or under any other Laws of
(i) Economic and business environment
Statues;
(ii) Out of profits for any previous financial years after providing for (ii) Capital market environment
depreciation in accordance with law and out of the amounts (iii) Regulatory requirements, conditions or restrictions laid down
available for dividend after prescribed appropriations; under applicable laws including tax laws
(iii) Out of (i) or (ii) above or both.

*This Dividend Distribution Policy Statement is the same for the Financial Year ended March 31, 2017 as can be seen on Company’s website.
As required by NSE this Dividend Distribution Policy Statement shall also be read as addendum in the annual report of the Company for the
Financial Year ended March 31, 2017 immediately after Annexure 11 on page 91.

82 l ANNUAL REPORT 2017-18

(E) UTILISATION OF RETAINED EARNINGS: from time to time. In case of any amendment(s), clarification(s),
The retained earnings shall be utilised for all such activities that in circular(s) etc. issued by the relevant authorities, not being
the opinion of the Board of Directors shall enhance the shareholder’s consistent with the provisions laid down under this Policy, then
value keeping in mind the business objectives and requirements of such amendment(s), clarification(s), circular(s) etc. shall prevail
the Company. upon the provisions hereunder and this policy shall stand amended
accordingly from the effective date as laid down under such
(F) PARAMETERS FOR VARIOUS CLASS OF amendment(s), clarification(s), circular(s) etc.
SHAREHOLDERS:
The holders of equity shares of the Company, as on the Record Date,
are entitled to receive dividends. Since, as of now, the Company has
issued only one class of equity shares, this Policy shall be suitably
revised at the time of issue of any new class of shares depending For and on behalf of the Board
upon the nature and guidelines thereof. Place: Mumbai V.P. Mafatlal
Dated: 9th May, 2018 Chairman
(G) AMENDMENTS TO THE POLICY: (DIN:00011350)
The Board of Directors of the Company may review and alter, modify, Regd. Office:
add, delete or amend any of the provisions of this Policy from time 2nd floor, Sunteck Centre,
to time. 37/40, Subhash Road, Vile Parle (East),
Mumbai 400057.
Any or all provisions of this Policy would be subject to the revision/ Tel: 91 22 6650 9999, Fax: 91 22 6650 9800
amendment in accordance with the Rules, Regulations, Notifications E-mail: [email protected], Website: www.nfil.in
etc. on the subject as may be issued by relevant statutory authorities, CIN: L24110MH1998PLC115499

83
Independent Auditors’ Report
To
The Members of
Navin Fluorine International Limited

Report on the Standalone Indian Accounting Standards (Ind AS) 4. We have taken into account the provisions of the Act and the
Financial Statements Rules made thereunder including the accounting and auditing
1. We have audited the accompanying standalone Ind AS standards and matters which are required to be included in
financial statements of Navin Fluorine International Limited the audit report under the provisions of the Act and the Rules
(“the Company”), which comprise the Balance Sheet as at made thereunder.
March 31, 2018 the Statement of Profit and Loss (including
5. We conducted our audit of the standalone Ind AS financial
Other Comprehensive Income), the Cash Flow Statement and
statements in accordance with the Standards on Auditing
the Statement of Changes in Equity for the year then ended,
specified under Section 143(10) of the Act and other
and a summary of the significant accounting policies and other
applicable authoritative pronouncements issued by the
explanatory information.
Institute of Chartered Accountants of India. Those Standards
Management’s Responsibility for the Standalone Ind AS Financial and pronouncements require that we comply with ethical
Statements requirements and plan and perform the audit to obtain
2. The Company’s Board of Directors is responsible for the matters reasonable assurance about whether the standalone Ind AS
stated in Section 134(5) of the Companies Act, 2013 (“the Act”) financial statements are free from material misstatement.
with respect to the preparation of these standalone Ind AS
6. An audit involves performing procedures to obtain audit
financial statements to give a true and fair view of the financial
evidence about the amounts and the disclosures in the
position, financial performance (including other comprehensive
standalone Ind AS financial statements. The procedures
income), cash flows and changes in equity of the Company in
selected depend on the auditors’ judgment, including the
accordance with the accounting principles generally accepted
assessment of the risks of material misstatement of the
in India, including the Indian Accounting Standards specified
standalone Ind AS financial statements, whether due to fraud
in the Companies (Indian Accounting Standards) Rules, 2015
or error. In making those risk assessments, the auditor considers
(as amended) under Section 133 of the Act. This responsibility
internal financial control relevant to the Company’s preparation
also includes maintenance of adequate accounting records in
of the standalone Ind AS financial statements that give a
accordance with the provisions of the Act for safeguarding of
true and fair view, in order to design audit procedures that
the assets of the Company and for preventing and detecting
are appropriate in the circumstances. An audit also includes
frauds and other irregularities; selection and application of
evaluating the appropriateness of the accounting policies used
appropriate accounting policies; making judgments and
and the reasonableness of the accounting estimates made
estimates that are reasonable and prudent; and design,
by the Company’s Directors, as well as evaluating the overall
implementation and maintenance of adequate internal
presentation of the standalone Ind AS financial statements.
financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records, 7. We believe that the audit evidence we have obtained is
relevant to the preparation and presentation of the standalone sufficient and appropriate to provide a basis for our audit
Ind AS financial statements that give a true and fair view and opinion on the standalone Ind AS financial statements.
are free from material misstatement, whether due to fraud or Opinion
error. 8. In our opinion and to the best of our information and according
Auditors’ Responsibility to the explanations given to us, the aforesaid standalone Ind
3. Our responsibility is to express an opinion on these standalone AS financial statements give the information required by the
Ind AS financial statements based on our audit. Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted

84 l ANNUAL REPORT 2017-18

 in India, of the state of affairs of the Company as at March 31, (d) In our opinion, the aforesaid standalone Ind AS financial
2018, and its total comprehensive income (comprising of profit statements comply with the Indian Accounting Standards
and other comprehensive income), its cash flows and the specified under Section 133 of the Act.
changes in equity for the year ended on that date. (e) On the basis of the written representations received from
Other Matter the directors as on March 31, 2018 taken on record by the
9. The comparative financial information of the Company for the Board of Directors, none of the directors is disqualified as
year ended March 31, 2017 and the transition date opening on March 31, 2018 from being appointed as a director in
balance sheet as at April 1, 2016 included in these standalone terms of Section 164 (2) of the Act.
Ind AS financial statements, are based on the previously issued (f ) With respect to the adequacy of the internal financial
statutory standalone financial statements for the years ended controls with reference to financial statements of the
March 31, 2017 and March 31, 2016 prepared in accordance Company and the operating effectiveness of such controls,
with the Companies (Accounting Standards) Rules, 2006 (as refer to our separate Report in Annexure A.
amended) which were audited by the predecessor auditor
(g) With respect to the other matters to be included in
who expressed an unmodified opinion vide reports dated April
the Auditors’ Report in accordance with Rule 11 of the
28, 2017 and April 30, 2016 respectively. The adjustments to Companies (Audit and Auditors) Rules, 2014, in our
those financial statements for the differences in accounting opinion and to the best of our knowledge and belief and
principles adopted by the Company on transition to the Ind AS according to the information and explanations given to us:
have been audited by us. Our opinion is not qualified in respect
i. The Company has disclosed the impact of pending
of this matter.
litigations as at March 31, 2018 on its financial position
Report on Other Legal and Regulatory Requirements in its standalone Ind AS financial statements – Refer
10. As required by the Companies (Auditor’s Report) Order, 2016, Note 47.
issued by the Central Government of India in terms of sub-
ii. The Company has long-term contracts as at March
section (11) of section 143 of the Act (“the Order”), and on the
31, 2018 for which there were no material foreseeable
basis of such checks of the books and records of the Company
losses. The Company did not have any long term
as we considered appropriate and according to the information
derivative contracts as at March 31, 2018.
and explanations given to us, we give in the Annexure B a
statement on the matters specified in paragraphs 3 and 4 of iii. As explained in Note 27 to the standalone Ind AS
the Order. financial statements, during the year ended March 31,
2018, there has been a delay in transferring amount of
11. As required by Section 143 (3) of the Act, we report that: H 9.16 lakhs to the Investor Education and Protection
(a) We have sought and obtained all the information and Fund by the Company.
explanations which to the best of our knowledge and iv. The reporting on disclosures relating to Specified
belief were necessary for the purposes of our audit. Bank Notes is not applicable to the Company for the
year ended March 31, 2018.
(b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from
For Price Waterhouse Chartered Accountants LLP
our examination of those books.
Firm Registration Number: 012754N/ N-500016
(c) The Balance Sheet, the Statement of Profit and Loss
(including other comprehensive income), the Cash Flow
Statement and the Statement of Changes in Equity dealt Jeetendra Mirchandani
with by this Report are in agreement with the books of Mumbai Partner
account. May 9, 2018 Membership Number 48125

85
Annexure A to Independent Auditors’ Report
Referred to in paragraph 11(f ) of the Independent Auditors’ Report of even date to the members of Navin Fluorine International Limited
on the standalone Ind AS financial statements for the year ended March 31, 2018

Report on the Internal Financial Controls with reference to controls system over financial reporting and their operating
financial statements under Clause (i) of Sub-section 3 of Section effectiveness. Our audit of internal financial controls over
143 of the Act financial reporting included obtaining an understanding of
1. We have audited the internal financial controls with reference internal financial controls over financial reporting, assessing the
to financial statements of Navin Fluorine International Limited risk that a material weakness exists, and testing and evaluating
(“the Company”) as of March 31, 2018 in conjunction with the design and operating effectiveness of internal control
our audit of the standalone Ind AS financial statements of the based on the assessed risk. The procedures selected depend on
Company for the year ended on that date.. the auditor’s judgement, including the assessment of the risks
Management’s Responsibility for Internal Financial Controls of material misstatement of the financial statements, whether
2. The Company’s management is responsible for establishing due to fraud or error.
and maintaining internal financial controls based on the 5. We believe that the audit evidence we have obtained is
internal control over financial reporting criteria established sufficient and appropriate to provide a basis for our audit
by the Company considering the essential components of opinion on the Company’s internal financial controls system
internal control stated in the Guidance Note on Audit of with reference to financial statements.
Internal Financial Controls Over Financial Reporting issued by
the Institute of Chartered Accountants of India (ICAI). These Meaning of Internal Financial Controls with reference to financial
responsibilities include the design, implementation and statements
maintenance of adequate internal financial controls that were 6. A company’s internal financial control with reference to financial
operating effectively for ensuring the orderly and efficient statements is a process designed to provide reasonable
conduct of its business, including adherence to company’s assurance regarding the reliability of financial reporting and
policies, the safeguarding of its assets, the prevention and the preparation of financial statements for external purposes in
detection of frauds and errors, the accuracy and completeness accordance with generally accepted accounting principles. A
of the accounting records, and the timely preparation of company’s internal financial control with reference to financial
reliable financial information, as required under the Act. statements includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail,
Auditors’ Responsibility
accurately and fairly reflect the transactions and dispositions of
3. Our responsibility is to express an opinion on the Company’s
the assets of the company; (2) provide reasonable assurance that
internal financial controls over financial reporting based on our
transactions are recorded as necessary to permit preparation
audit. We conducted our audit in accordance with the Guidance
Note on Audit of Internal Financial Controls Over Financial of financial statements in accordance with generally accepted
Reporting (the “Guidance Note”) and the Standards on Auditing accounting principles, and that receipts and expenditures
deemed to be prescribed under section 143(10) of the Act to of the company are being made only in accordance with
the extent applicable to an audit of internal financial controls, authorisations of management and directors of the company;
both applicable to an audit of internal financial controls and and (3) provide reasonable assurance regarding prevention or
both issued by the ICAI. Those Standards and the Guidance timely detection of unauthorised acquisition, use, or disposition
Note require that we comply with ethical requirements and of the company’s assets that could have a material effect on the
plan and perform the audit to obtain reasonable assurance financial statements.
about whether adequate internal financial controls over
Inherent Limitations of Internal Financial Controls with reference
financial reporting was established and maintained and if such
to financial statements
controls operated effectively in all material respects. 7. Because of the inherent limitations of internal financial
4. Our audit involves performing procedures to obtain audit controls with reference to financial statements, including the
evidence about the adequacy of the internal financial possibility of collusion or improper management override of

86 l ANNUAL REPORT 2017-18

 controls, material misstatements due to error or fraud may at March 31, 2018, based on the internal control over financial
occur and not be detected. Also, projections of any evaluation reporting criteria established by the Company considering the
of the internal financial controls with reference to financial essential components of internal control stated in the Guidance
statements to future periods are subject to the risk that the Note on Audit of Internal Financial Controls Over Financial
internal financial control with reference to financial statements Reporting issued by the Institute of Chartered Accountants of
may become inadequate because of changes in conditions, or India.
that the degree of compliance with the policies or procedures For Price Waterhouse Chartered Accountants LLP
may deteriorate. Firm Registration Number: 012754N/ N-500016
Opinion
8. In our opinion, the Company has, in all material respects, an Jeetendra Mirchandani
adequate internal financial controls system with reference to Mumbai Partner
financial statements and such internal financial controls with May 9, 2018 Membership Number 48125
reference to financial statements were operating effectively as

Annexure B to Independent Auditors’ Report

Referred to in paragraph 10 of the Independent Auditors’ Report of even date to the members of Navin Fluorine International Limited
on the standalone Ind AS financial statements as of and for the year ended March 31, 2018

1. (a) The Company is maintaining proper records showing full in earlier years interest free unsecured loans to wholly owned
particulars, including quantitative details and situation, of subsidiary (pursuant to an sanctioned scheme of rehabilitation)
fixed assets. covered in the register maintained under Section 189 of the Act.
The Company has not granted any loan, secured or unsecured,
(b) The fixed assets of the Company have been physically
to firms, Limited Liability Partnerships or other parties covered
verified by the Management during the year. The
in the register maintained under Section 189 of the Act.
discrepancies noticed on such verification were not material
and have been properly dealt with in the books of account. (a) In respect of the aforesaid loans, the terms and conditions
In our opinion, the frequency of verification is reasonable. under which such loans were granted are not prejudicial to
the Company’s interest.
(c) The title deeds of immovable properties, other than self
constructed properties, as disclosed in Note 5A and 6 on (b) In respect of the aforesaid loans, the schedule of repayment
Property Plant and Equipment and Investment Properties of principal and payment of interest has been stipulated,
respectively, to the standalone Ind AS financial statements, and the parties are repaying the principal amounts, as
are held in the name of the Company. stipulated, and are also regular in payment of interest as
applicable.
2. The physical verification of inventory have been conducted
at reasonable intervals by the Management during the year. (c) In respect of the aforesaid loans, there is no amount which
In respect of inventory lying with third parties, these have is overdue for more than ninety days.
substantially been confirmed by them. The discrepancies
4. In our opinion, and according to the information and
noticed on physical verification of inventory as compared to
explanations given to us, the Company has complied with the
book records were not material.
provisions of Section 185 and 186 of the Companies Act, 2013
3. During the year, the Company has granted interest bearing in respect of the loans and investments made, and guarantees
unsecured loans to a Joint venture Company and had granted and security provided by it.

87
5. The Company has not accepted any deposits from the public undisputed statutory dues, including provident fund,
within the meaning of Sections 73, 74, 75 and 76 of the Act and employees’ state insurance, income tax, sales tax, service
the Rules framed there under to the extent notified. tax, duty of customs, duty of excise, value added tax,

6. Pursuant to the rules made by the Central Government of India, cess, goods and service tax with effect from July 1, 2017

the Company is required to maintain cost records as specified and other material statutory dues, as applicable, with the
under Section 148(1) of the Act in respect of its products. We appropriate authorities.
have broadly reviewed the same, and are of the opinion that, (b) According to the information and explanations given to
prima facie, the prescribed accounts and records have been us and the records of the Company examined by us, there
made and maintained. We have not, however, made a detailed are no dues of service tax, duty of customs and goods and
examination of the records with a view to determine whether service tax which have not been deposited on account
they are accurate or complete.
of any dispute. The particulars of dues of income- tax,
7. (a) According to the information and explanations given sales-tax, duty of excise and value added tax as at March
to us and the records of the Company examined by us, 31, 2018 which have not been deposited on account of a
in our opinion, the Company is regular in depositing the dispute, are as follows:

Name of the statue Nature of dues Amount unpaid Period to which the Forum where
(In Rs. lakhs) * amount relate dispute is
pending
Income Tax Act Income Tax 120.37 2008-09 and 2011-12 CIT(A), Mumbai
Income Tax Act Income Tax 350.59 2009-10 ITAT and CIT(A),
Mumbai
Income Tax Act Income Tax 2,149.27 2010-11 ITAT, Mumbai
Central Excise Act Excise Duty 90.33 1993-94 to 2005-06 High Court
Central Excise Act Excise Duty 0.93 1994-95, 2005-06 & Assistant
2006-07 Commissioner of
Central Excise
Central Excise Act Excise Duty 9.25 2016-17 CESTAT
The Central Sales Tax Act Central Sales Tax - West 2.70 2005-06 Appellate Revision
Bengal Board
Local Sales Tax Acts Value Added Tax 78.91 1992-93 to 1998- Appellate
99 and 2000-01 to Authority – up to
2004-05 Commissioner’s
level
MP Commercial Tax Act Entry Tax, Central Sales 14.48 1995-96,1996-97 & Appellate Board
tax, Value Added Tax 2006-07
MP Commercial Tax Act Central Sales Tax 9.42 1990-91 to 1994-95 Madhya Pradesh
High Court

*Net of amount paid under protest.

88 l ANNUAL REPORT 2017-18

8. As the Company does not have any loans or borrowings from have been disclosed in the financial statements as required
any financial institution or bank or Government, nor has it issued under Indian Accounting Standard (Ind AS) 24, Related Party
any debentures as at the balance sheet date, the provisions of Disclosures specified under Section 133 of the Act.
Clause 3(viii) of the Order are not applicable to the Company.
14. The Company has not made any preferential allotment or
9. The Company has not raised any moneys by way of initial private placement of shares or fully or partly convertible
public offer, further public offer (including debt instruments) debentures during the year under review. Accordingly, the
and term loans. Accordingly, the provisions of Clause 3(ix) of provisions of Clause 3(xiv) of the Order are not applicable to
the Order are not applicable to the Company.
the Company.
10. During the course of our examination of the books and records
15. The Company has not entered into any non-cash transactions
of the Company, carried out in accordance with the generally
with its directors or persons connected with him. Accordingly,
accepted auditing practices in India, and according to the
the provisions of Clause 3(xv) of the Order are not applicable to
information and explanations given to us, we have neither
the Company.
come across any instance of material fraud by the Company
or on the Company by its officers or employees, noticed or 16. The Company is not required to be registered under Section
reported during the year, nor have we been informed of any 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the
such case by the Management. provisions of Clause 3(xvi) of the Order are not applicable to the

11. The Company has paid/ provided for managerial remuneration Company.
in accordance with the requisite approvals mandated by the
provisions of Section 197 read with Schedule V to the Act.
For Price Waterhouse Chartered Accountants LLP
12. As the Company is not a Nidhi Company and the Nidhi Rules,
Firm Registration Number: 012754N/ N-500016
2014 are not applicable to it, the provisions of Clause 3(xii) of
the Order are not applicable to the Company.

13. The Company has entered into transactions with related Jeetendra Mirchandani
parties in compliance with the provisions of Sections 177 and Mumbai Partner
188 of the Act. The details of such related party transactions May 9, 2018 Membership Number 48125

89
Standalone Balance Sheet as at March 31, 2018
(H in Lakhs)
As at As at As at
Particulars Notes March 31, 2018 March 31, 2017 April 1, 2016
ASSETS
Non-current assets
a. Property, plant and equipment 5A 27,553.13 41,052.01 26,705.70
b. Capital work-in-progress 5B 2,008.59 1,683.12 1,394.56
c. Investment properties 6 4,407.29 4,492.56 4,577.80
d. Other intangible assets 7 74.28 29.41 68.50
e. Investment in Subsidiaries, Associate and Joint Ventures 8 12,556.80 11,097.81 10,308.69
f. Financial assets
i. Investments 9 18,871.50 6,611.89 13,076.27
ii. Loans 10 1,711.81 1,752.29 1,749.62
g. Non-current Income tax assets (net) 11 970.05 1,823.98 1,581.07
h. Other non-current assets 12 439.09 587.05 493.80
Total non-current assets 68,592.54 69,130.12 59,956.01
Current assets
a. Inventories 13 9,237.13 9,889.74 6,273.92
b. Financial assets
i. Investments 14 20,760.04 13,861.54 5,705.93
ii. Trade receivables 15 14,713.80 13,077.70 14,011.34
iii. Cash and cash equivalents 16A 1,362.66 2,235.80 932.39
iv. Bank balances other than (iii) above 16B 826.54 737.34 586.60
v. Loans 17 1,096.23 200.70 482.25
vi. Other financial assets 18 224.22 245.77 293.55
c. Other current assets 19 3,104.01 2,972.62 3,010.25
Total current assets 51,324.63 43,221.21 31,296.23
Total assets 1,19,917.17 1,12,351.33 91,252.24
EQUITY AND LIABILITIES
Equity
a. Equity share capital 20 986.87 979.00 978.58
b. Other equity 21 96,012.11 81,373.09 71,323.17
Total equity 96,998.98 82,352.09 72,301.75
Liabilities
Non-current liabilities
a. Provisions 22 881.46 741.35 614.44
b. Deferred tax liabilities (Net) 23 2,390.78 2,074.80 2,129.63
c. Other non-current liabilities 24 1,685.32 1,686.99 1,664.90
Total non-current liabilities 4,957.56 4,503.14 4,408.97
Current liabilities
a. Financial liabilities
i. Borrowings 25 - - 2,990.40
ii. Trade payables 26 9,173.11 7,604.84 7,593.98
iii. Other financial liabilities 27 1,465.62 1,437.60 1,315.90
b. Provisions 28 201.99 171.50 153.31
c. Income tax liabilities (net) 11 3,480.29 1,290.61 347.61
d. Other current liabilities 29 3,639.62 14,991.55 2,140.32
Total current liabilities 17,960.63 25,496.10 14,541.52
Total liabilities 22,918.19 29,999.24 18,950.49
Total equity and liabilities 1,19,917.17 1,12,351.33 91,252.24
Significant Accounting Policies 2
The above Standalone balance sheet should be read in conjunction with the accompanying notes
In terms of our report attached
For Price Waterhouse Chartered Accountants LLP
Firm Registration No. 012754N/N500016

}
Jeetendra Mirchandani V. P. Mafatlal S. S. Khanolkar T. M. M. Nambiar R. V. Haribhakti
Partner Chairman Managing Director S. S. Lalbhai A. K. Srivastava Directors
Membeship No. 48125 P. N. Kapadia S. G. Mankad
N. B. Mankad Sitendu Nagchaudhuri S. M. Kulkarni H. H. Engineer
Mumbai, May 9, 2018 Company Secretary Chief Financial Officer

90 l ANNUAL REPORT 2017-18

Standalone Statement of Profit and Loss for the year ended March 31, 2018
(H in Lakhs)
For the year ended For the year ended
Particulars Notes March 31, 2018 March 31, 2017
INCOME
Revenue from operations 30 88,605.77 73,679.73
Other Income 31 9,062.30 5,567.76
Total Income 97,668.07 79,247.49
EXPENSES
Cost of materials consumed 32 36,084.03 32,633.66
Purchases of stock-in-trade 1,750.26 1,160.71
Changes in Inventories of finished goods, work in progress and stock-in-trade 33 643.67 (2,804.83)
Excise duty 1,265.13 4,171.75
Employee benefits expense 34 9,080.23 7,660.75
Finance costs 35 66.03 49.96
Depreciation and amortisation expense 36 3,817.31 2,835.25
Other Expenses 37 18,712.95 15,864.21
Total Expenses 71,419.61 61,571.46
Profit before tax 26,248.46 17,676.03
Tax expenses
Current tax 38 8,036.11 4,465.96
Deferred tax [including Minimum Alternate Tax (credit) / utilised] 38 315.98 (54.83)
Total Tax expenses 8,352.09 4,411.13
Profit for the year 17,896.37 13,264.90
Other comprehensive income
Items that will not be reclassified to profit and loss
Remeasurement loss of the defined benefit obligations (105.26) (110.76)
Current tax relating to the above 36.78 38.33
Total other comprehensive income, net of tax (68.48) (72.43)
Total comprehensive income for the year 17,827.89 13,192.47
Earnings per equity share (of face value of H 2 each) 40
Basic (in H) 36.34 27.10
Diluted (in H) 36.25 26.87
Significant Accounting Policies 2

The above Standalone Statement of Profit and Loss should be read in conjunction with the accompanying notes
In terms of our report attached
For Price Waterhouse Chartered Accountants LLP
Firm Registration No. 012754N/N500016

}
Jeetendra Mirchandani V. P. Mafatlal S. S. Khanolkar T. M. M. Nambiar R. V. Haribhakti
Partner Chairman Managing Director S. S. Lalbhai A. K. Srivastava
Directors
Membeship No. 48125 P. N. Kapadia S. G. Mankad
N. B. Mankad Sitendu Nagchaudhuri S. M. Kulkarni H. H. Engineer
Mumbai, May 9, 2018 Company Secretary Chief Financial Officer

91
Standalone Statement of Cash Flow for the year ended March 31, 2018
(H in Lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax 26,248.46 17,676.03
Adjustments for:
Depreciation and amortisation expense 3,817.31 2,835.25
Loss on sale / write off of property, plant and equipment (Net) 553.45 57.38
Profit on sale of undertaking (53.94) -
Gain on sale of investments (Net) (2,528.60) (852.23)
Changes in fair value of financial assets at fair value through profit or loss (3,341.78) (2,319.25)
Employee Share-based payment expense 64.02 104.71
Provision for diminution in value of investment 130.09 -
Unwinding of Rent 10.27 11.10
Finance Costs 66.03 49.96
Interest income (509.58) (465.29)
Lease rental income on investment properties (1,204.12) (1,329.97)
Net (gain)/loss on foreign currency translations (106.23) 6.77
Dividend Income (77.54) (408.14)
Excess provision of earlier years written back (2.89) (30.38)
Provision for doubtful debts / advances 64.07 (13.17)
Operating profit before changes in operating assets and liabilities 23,129.02 15,322.77
Adjustments for:
(Increase)/decrease in trade receivables (1,644.64) 990.42
Increase in inventories (459.46) (3,615.82)
Increase in other assets (2,347.14) (357.35)
Increase in trade and other payables 3,552.17 227.57
Cash generated from operations 22,229.95 12,567.59
Income taxes paid (net of refunds) (4,955.74) (3,061.34)
Net cash generated from operating activities 17,274.21 9,506.25
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property, plant and equipment (4,609.90) (17,530.49)
Amounts refunded by partnership firm where Company is a partner (current) - 0.12
Increase in deposits with banks (88.33) (148.26)
Amounts refunded by subsidiary 235.99 192.90
Payments for purchase of investments (52,869.11) (31,897.93)
Amount invested in a subsidiary (1,589.07) (789.12)
Proceeds from sale of property, plant and equipment 37.91 27.88
Proceeds from sale of investments 39,582.04 33,377.46
Advance received/Proceeds from Sale of undertaking 2,729.48 12,720.50
Lease rental income on investment properties 1,204.12 1,329.97
Dividend received 77.54 408.14
Interest received 399.68 348.38
Net cash used in investing activities (14,889.65) (1,960.45)

92 l ANNUAL REPORT 2017-18

Standalone Statement of Cash Flow for the year ended March 31, 2018
(H in Lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
CASH FLOWS FROM FINANCING ACTIVITIES
Calls in arrears received during the year (including securities premium) 0.34 0.07
Proceeds from allotment of Employee Stock Option Plan (ESOP) 311.37 16.30
Repayments of other borrowings (net) - (2,990.40)
Compensation received pursuant to Montreal Protocol for phasing out production of Ozone - 211.99
Depleting Substances - Capital reserve no. 2
Dividend paid (including Corporate tax on dividend) (3,503.38) (3,430.39)
Interest paid (66.03) (49.96)
Net cash used in financing activities (3,257.70) (6,242.39)

Net (decrease) / increase in cash and cash equivalents (873.14) 1,303.41

Cash and cash equivalents at the beginning of the year 2,235.80 932.39
Cash and cash equivalents at the end of the year 1,362.66 2,235.80

Notes:
(1) The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Ind As 7, “Statement of Cash Flows” as
notified under Companies (Accounts) Rules, 2015

(2) The previous GAAP figures have been reclassified to conform to Ind As presentation requirement for the purpose of this Note (Refer Note 54).

The above Standalone Statement of Cash Flow should be read in conjunction with the accompanying notes
In terms of our report attached
For Price Waterhouse Chartered Accountants LLP
Firm Registration No. 012754N/N500016

Jeetendra Mirchandani V. P. Mafatlal S. S. Khanolkar T. M. M. Nambiar R. V. Haribhakti

Partner
Membeship No. 48125

Mumbai, May 9, 2018

Chairman

N. B. Mankad
Company Secretary
Managing Director

Sitendu Nagchaudhuri
Chief Financial Officer
S. S. Lalbhai
P. N. Kapadia
S. M. Kulkarni
A. K. Srivastava
S. G. Mankad
H. H. Engineer
}
Directors

93
Standalone Statement of Changes in Equity for the year ended March 31, 2018
A. EQUITY SHARE CAPITAL (H in lakhs)
Balance as at April 1, 2016 978.58
Shares issued on exercise of employee stock options during the year 0.40
Add: Calls in arrears 0.02
Balance as at March 31, 2017 979.00
Shares issued on exercise of employee stock options during the year 7.89
Less: Calls in arrears (0.02)
Balance as at March 31, 2018 986.87

B. OTHER EQUITY (H in Lakhs)

Reserves & Surplus
Capital Capital Capital Securities General Share Options Call in arrears Retained Total
Reserve Reserve redemption Premium Reserve Outstanding pending for Earnings other
Particulars 1 2 reserve Reserve Account allotment equity
Balance as at April 1, 2016 8,035.17 6,823.20 33.88 1,148.82 7,333.34 125.98 - 47,822.78 71,323.17
Profit for the year - - - - - - - 13,264.90 13,264.90
Other comprehensive income for the - - - - - - - (72.43) (72.43)
year, net of income tax
Total comprehensive income for the - - - - - - - 13,192.47 13,192.47
year
Shares issued on exercise of employee - - - 15.90 - - - 15.90
stock options during the year
Calls in arrears received during the year - - - - - 0.07 - 0.07
Compensation received pursuant to - 211.99 - - - - - - 211.99
the Montreal Protocol for phasing
out production of ozone depleting
substances.
Recognition of share-based payments - - - - - 104.71 - - 104.71
Payment of dividends (including tax) - - - - - - (3,475.22) (3,475.22)
Balance as at March 31, 2017 8,035.17 7,035.19 33.88 1,164.72 7,333.34 230.69 0.07 57,540.03 81,373.09
Profit for the year - - - - - - - 17,896.37 17,896.37
Other comprehensive income for the - - - - - - - (68.48) (68.48)
year, net of income tax
Total comprehensive income for the - - - - - - 17,827.89 17,827.89
year
Shares issued on exercise of employee - - - 393.83 - - - - 393.83
stock options during the year
Recognition of share-based payments - - - - - (23.60) - - (23.60)
(Net)
Calls in arrears received during the year - - - - - 0.34 - 0.34
Payment of dividends (including tax) - - - - - - - (3,559.44) (3,559.44)
Balance as at March 31, 2018 8,035.17 7,035.19 33.88 1,558.55 7,333.34 207.09 0.41 71,808.48 96,012.11

The above Standalone Statement of Changes in Equity should be read in conjunction with the accompanying notes
In terms of our report attached
For Price Waterhouse Chartered Accountants LLP
Firm Registration No. 012754N/N500016

}
Jeetendra Mirchandani V. P. Mafatlal S. S. Khanolkar T. M. M. Nambiar R. V. Haribhakti
Partner Chairman Managing Director S. S. Lalbhai A. K. Srivastava
Directors
Membeship No. 48125 P. N. Kapadia S. G. Mankad
N. B. Mankad Sitendu Nagchaudhuri S. M. Kulkarni H. H. Engineer
Mumbai, May 9, 2018 Company Secretary Chief Financial Officer

94 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
1. CORPORATE INFORMATION
Navin Fluorine International Limited (“the Company”) is a public limited company, incorporated under the provisions of the Companies
Act, 1956. Its registered office is located at 2nd floor, Sunteck Centre, 37/40, Subhash Road, Ville Parle (East), Mumbai 400057.

Its shares are listed on the Bombay and National stock exchanges. The Company belongs to the Padmanabh Mafatlal Group, with a
legacy of business operations since 1967, having one of the largest integrated fluorochemicals complex in India. The Company primarily
focuses on fluorine chemistry - producing refrigeration gases, inorganic fluorides, specialty organofluorines and offers Contract Research
and Manufacturing Services. Its manufacturing facilities are located at Surat in Gujarat and Dewas in Madhya Pradesh.

2. SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Preparation:
(i) Compliance with Indian Accounting Standards (Ind AS)
The financial statements comply in all material aspects with Indian Accounting Standards (“Ind AS”) notified under Section 133
of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015 (as amended) and other relevant
provisions of the Act.

The financial statement up to year ended March 31, 2017 were prepared in accordance with the accounting standards as per
Companies (Accounting Standards) Rules, 2006 (as amended) (Previous GAAP or IGAAP) and other relevant provisions of the Act.

These financial statements are the first financial statements of the Company under Ind AS. Refer note 51 for an explanation
of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and
cash flows.

(ii) Historical Cost Convention:

The financial statements have been prepared on the historical cost basis except for certain financial instrument, financial assets
and liabilities, defined benefit plans and share based payments which are measured at fair value.

(iii) Current and non-current classification:

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other
criteria set out in the Division II of Schedule III to the Companies Act, 2013. Based on the nature of products and the time
between acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained
its operating cycle as 12 months for the purpose of current and non-current classification of assets and liabilities.

b) Revenue recognition:
(i) Sale of Goods:
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are inclusive
of excise duty and net of returns, trade allowances, rebates, value added taxes, goods and services tax and amounts collected
on behalf of third parties.

Revenue is recognised when significant risk and rewards of ownership are transferred to customer, the amount of revenue can
be reliably measured and it is probable that future economic benefits associated with the transactions will flow to the Company.

(ii) Sale of Services:

Revenue is recognized from rendering of services when services are rendered as per contractual obligations, when the amount
of revenue can be reliably measured and it is probable that the future economic benefits will flow to the entity.

(iii) Export Incentives:

Export incentives are recognised for based on the eligibility and when there is no uncertainty in receiving the same.

c) Government Grants:
Government grants are recognised at their fair value where there is a reasonable assurance that the grant will be received and the
Company will comply with all attached conditions.

95
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
Government grants relating to the purchase of property, plant and equipment are included in liabilities as deferred income and are
credited to the Statement of Profit and Loss in a systematic basis over the expected life of the related assets and presented within
other income.

Government grants relating to income are deferred and recognised in the Statement of Profit and Loss over the period necessary
to match them with the costs that they are intended to compensate and presented within other income.

d) Leases:
(i) As a lessee:
Leases of property, plant and equipment where the Company, as lessee, has substantially all the risks and rewards of ownership
are classified as finance leases. Finance leases are capitalised at the lease’s inception at the fair value of the leased property or,
if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are
included in borrowings or other financial liabilities as appropriate. Each lease payment is allocated between the liability and
finance cost. The finance cost is charged to the Statement of Profit and Loss over the lease period so as to produce a constant
periodic rate of interest on the remaining balance of the liability for each period.

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Company as lessee are
classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged
to the Statement of Profit and Loss on a straight-line basis over the period of the lease unless the payments are structured to
increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases.

(ii) As a lessor:
Lease income from operating leases where the Company is a lessor is recognised in income on a straight-line basis over the
lease term unless the receipts are structured to increase in line with expected general inflation to compensate for the expected
inflationary cost increases. The respective leased assets are included in the balance sheet based on their nature.

e) Income taxes:
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable
income tax rate, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

(i) Current Tax:

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of
the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It establishes provisions, wherever appropriate, on the basis of amounts
expected to be paid to the tax authorities.

(ii) Deferred Tax:

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the financial statements at the balance sheet date. Deferred income tax
is determined using tax rates (and laws) that have been enacted or substantially enacted by the Balance Sheet date and are
expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.

Minimum Alternate Tax (‘MAT’) under the provisions of the Income Tax Act, 1961 is recognised as deferred tax in the Statement
of Profit and Loss. The credit available under the Income Tax Act, 1961 in respect of MAT paid is recognised as an asset only
when and to the extent it is probable that future taxable profit will be available against which these tax credit can be utilised.
Such an asset is reviewed at each Balance Sheet date.

96 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where
the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the
liability simultaneously.

Current and deferred tax is recognised in the Statement of Profit and Loss, except to the extent that it relates to items recognised
in Other Comprehensive Income or directly in equity. In this case, the tax is also recognised in Other Comprehensive Income or
directly in equity, respectively.

f) Employee benefits:
(i) Short-term obligations:
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months
after the end of the period in which the employees render the related service are recognised in respect of employees’ services
up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
The liabilities are presented as current liabilities in the balance sheet.

(ii) Other long-term employee benefit obligations:

The liabilities for earned leave that are not expected to be settled wholly within 12 months after the end of the period in which
the employees render the related service. They are therefore measured as the present value of expected future payments to
be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit
method. The benefits are discounted using the market yields on government bonds at the end of the reporting period that
have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and
changes in actuarial assumptions are recognised in the Statement of Profit and Loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer
settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

(iii) Post-employment obligations:

The Company operates the following post-employment schemes:

(a) defined benefit plan such as gratuity and provident fund for certain employees

(b) defined contribution plans such as family pension fund, superannuation fund and provident fund for certain employees

(a) Defined benefit plan:

Gratuity Obligations:
The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plan is the present value of
the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit
obligation is calculated annually by actuary using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash flows by
reference to market yields at the end of the reporting period on government bonds that have terms approximating to the
terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and
the fair value of plan assets. This cost is included in employee benefit expense in the Statement of Profit and Loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in other comprehensive income. They are included in the retained
earnings in the statement of changes in equity in the balance sheet.

97
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are
recognised immediately in the Statement of Profit and Loss as past service cost.

Provident fund liability:

Provident Fund for certain employees is administered through a trust. The Provident Fund is administered by trustees of
an independently constituted common trust recognized by the Income Tax authorities where other entities are also the
participant. Periodic contributions to the Fund are charged to the Statement of Profit and Loss and when services are
rendered by the employees. The Company has an obligation to make good the shortfall, if any, between the return from
the investment of the trust and notified interest rate by the Government.

(b) Defined contribution plans:

The Company contributes towards family pension fund, superannuation fund and provident fund (for certain employees)
which are defined contribution schemes. Liability in respect thereof is determined on the basis of contribution required
to be made under the statutes / rules. The Company has no further payment obligations once the contributions have
been paid. The contributions are accounted for as defined contribution plans and the contributions are recognised as
employee benefit expense when they are due.

g) Employee share-based payment arrangements:

Eligible employees of the Company and its subsidiary company receives remuneration in the form of share based payments in
consideration of the services rendered.

Under the equity settled share based payment, the fair value on the grant date of the awards given to eligible employees is
recognised as ‘employee benefit expenses’ with a corresponding increase in equity over the vesting period. The fair value of the
options at the grant date is calculated by an independent valuer basis Black Scholes model. At the end of each reporting period,
apart from the non-market vesting condition, the expense is reviewed and adjusted to reflect changes to the level of options
expected to vest. When the options are exercised, the Company issues fresh equity shares.

In respect of option granted to the employees of the subsidiary company, the amount equal to the expense for the grant date fair
value of the award is recognised as an investment in subsidiary as a capital contribution and a corresponding increase in equity
(Employee stock option reserve) over the vesting period.

h) Property, Plant and Equipment:

Freehold land is carried at historical cost. All other items of property, plant and equipment are stated at historical cost less
deprecation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the carrying amount of asset or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured
reliably. All other repairs and maintenance expenses are charged to the Statement of Profit and Loss during the period in which they
are incurred. Gains or losses arising on retirement or disposal of assets are recognised in the Statement of Profit and Loss.

On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment
recognised as at April 1, 2016 measured as per the IGAAP and use that carrying value as the deemed cost of the property, plant and
equipment.

Property, plant and equipment which are not ready for the intended use on the date of the Balance Sheet are disclosed as “Capital
work-in-progress”.

Depreciation on property, plant and equipment has been provided on the straight-line method as per the estimated useful life. The
useful lives have been determined based on technical evaluation done by the management’s expert which are equal to the useful
lives as prescribed under schedule II of the Companies Act, 2013.

The assets’ residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period.

98 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
i) Intangible assets:
Computer Software are stated at cost, less accumulated amortization and impairments, if any.

Computer Software which are capitalised are amortised over a period of 3 years on straight-line basis.

The estimated amortisation method, useful life and residual value are reviewed at the end of each reporting period, with effect of
any changes in the estimate being accounted for on a prospective basis.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Statement
of Profit and Loss.

On transition to Ind AS, the company has elected to continue with the carrying value of all of its intangible assets recognised as at
April 1, 2016 measured as per the IGAAP and use that carrying value as the deemed cost of the intangible assets.

j) Investment properties:
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Company, is
classified as investment property. Investment property is measured initially at its acquisition cost, including related transaction
costs and where applicable, borrowing costs. Subsequent expenditure is capitalised to the asset’s carrying amount only when it
is probable that future economic benefits associated with the expenditure will flow to the group and the cost of the item can be
measured reliably. All other repairs and maintenance costs are expensed when incurred. When part of an investment property is
replaced, the carrying amount of the replaced part is derecognised.

Investment properties are depreciated using straight line method over their useful lives specified in Schedule II to the Companies
Act, 2013.

On transition to Ind AS, the company has elected to continue with the carrying value of all of its investment properties recognised
as at April 1, 2016 measured as per the IGAAP and use that carrying value as the deemed cost of the investment properties.

k) Impairment of assets:
The carrying amount of assets are reviewed at each Balance Sheet date to assess if there is any indication of impairment based on
internal/external factors. For the purposes of assessing impairment, the smallest identifiable group of assets that generates cash
inflows from continuing use that are largely independent of the cash inflows from other assets or group of assets, is considered as
a cash generating unit. An impairment loss on such assessment will be recognised wherever the carrying amount of an asset/cash
generating unit exceeds its recoverable amount. The recoverable amount of the assets/ cash generating unit is fair value less costs
of disposal or value in use, whichever is higher. A previously recognised impairment loss is reversed depending on changes in the
circumstances and to the extent that carrying amount of the assets does not exceed the carrying amount that would have been
determined if no impairment loss had previously been recognized.

l) Inventories:
Items of inventory are valued at cost or net realizable value, whichever is lower. Cost for raw materials, traded goods and stores
and spares is determined on weighted average basis. Cost includes all charges in bringing the goods to their present location
and condition. The cost of process stock and finished goods comprises of materials, direct labour, other direct costs and related
production overheads and taxes as applicable. Net realizable value is the estimated selling price in the ordinary course of business
less the estimated cost of completion and the estimated costs necessary to make the sale.

m) Foreign currency transactions:

(i) Functional and presentation currency:
Items included in the financial statements of the Company are measured using the currency of the primary economic
environment in which the Company operates (‘the functional currency’). The financial statements of the Company are
presented in Indian Rupees (‘H`), which is the functional and presentation currency of the Company.

99
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
(ii) Transactions and balances:
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of
monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in the
Statement of Profit and Loss. Non-monetary items that are measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair
value are reported as part of the fair value gain or loss.

n) Cash and Cash equivalents:

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at
call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.

o) Trade receivables:
Trade Receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest
method, less provision for impairment.

p) Borrowings:
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at
amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in
Statement of Profit and Loss over the period of the borrowings using the effective interest method. Fees paid on the establishment
of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be
drawn down. In this case, the fee is deferred until the draw down occurs.

Borrowings are removed from the Balance Sheet when the obligation specified in the contract is discharged, cancelled or expired.
The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and
the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in the Statement of Profit and
Loss as other income/expense.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for
at least 12 months after the reporting period.

q) Borrowing Cost:
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying
asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale.
Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. All other
borrowing costs are expensed in the period in which they are incurred. To the extent there is no evidence that it is probable that
some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the
period of the facility to which it relates.

r) Earnings per share:

i. Basic earnings per share:
Basic earnings per share is calculated by dividing:
• the profit attributable to owners of the Company
• by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in
equity shares issued during the year.

ii. Diluted earnings per share:

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
• the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all
dilutive potential equity shares.

100 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
s) 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 for creating, producing and making the asset ready for its intended use. Property, plant & equipments utilised for
research and development are capitalised and depreciated in accordance with the policies stated for property, plant & equipment.
t) Provisions and contingencies:
Provisions are recognised when there is a present obligation (legal and constructive) as a result of a past event, it is probable that
cash outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate can
be made of the amount of the obligation. When a provision is measured using cash flow estimated to settle the present obligation,
its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). The discount
rate used to determine the present value is pre-tax rate that reflects current market assessments of the time value of money and
the risks specific to the ability. The increase in the provision due to the passage of time is recognised as interest expense.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the
company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be
required to settle the obligation or a reliable estimate of the amount cannot be made. A Contingent asset is disclosed, where an
inflow of economic benefits is probable.
u) Investment in subsidiaries, associate and joint ventures:
Investments in subsidiary companies, associate and joint venture companies are carried at cost less accumulated impairment
losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down
immediately to its recoverable amount. On disposal of investments in subsidiary companies, associate and joint venture companies,
the difference between net disposal proceeds and the carrying amounts are recognised in the Statement of Profit and Loss.
On transition to Ind AS, the Company has elected to continue with the carrying value of all of its investments in subsidiaries,
associate and joint ventures recognised as at April 1, 2016 measured as per the IGAAP and use that carrying value as the deemed
cost, except for an investment in a subsidiary, for which fair value at a transition date is considered as the deemed cost.
v) Financial Instruments:
Initial recognition:
Financial assets and financial liabilities are recognised when Company becomes a party to the contractual provisions of the financial
instruments. Financial assets and financial liabilities are initially recognised at fair value. Transaction costs that are directly attributable
to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value
through profit and loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate,
on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value
through profit and loss are recognized immediately in the Statement of Profit and Loss.
a. Investment and other financial assets:
Classification:
The Company classifies its financial assets in the following measurement categories:
• those to be measured subsequently at fair value (either through other comprehensive income, or through Statement of
Profit and Loss), and
• those measured at amortised cost
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the
cash flows.
For assets measured at fair value, gains and losses will either be recorded in the Statement of Profit and Loss or other
comprehensive income.

101
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
Subsequent measurement:
Debt Instruments:
Subsequent measurement of debt instruments depends on the Company business model for managing the assets and cash
flows characteristic. There are three measurement categories into which the group classifies its debt instruments.

i. Amortised Cost: Assets that are held for the collection of contractual cash flow where those cash flows represent solely
payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included
in finance income using the effective interest rate method.

ii. Fair value through other comprehensive Income (FVOCI): Assets that are held for the collection of contractual cash
flows and for selling the financial assets, where the assets cash flows represent solely payments of principal and interest,
are measured at fair value through other comprehensive income (FVOCI). Changes in fair value of instrument is taken to
other comprehensive income which are reclassified to Statement of Profit and Loss.

iii. Fair Value through profit and loss: Assets that do not meet the criteria for amortised cost or FVOCI are measured as fair
value through profit and loss. A gain or loss on a debt investment that is subsequently measured at fair value through
profit and loss is recognised in the Statement of Profit and Loss. Interest income from these financial assets is included in
other income.

Equity instruments:
All investment in equity instruments other than subsidiary companies, associate and joint venture companies are measured at
fair value, the Company may, on initial recognition, irrevocably elect to measure the same either at FVOCI or FVTPL.

The Company makes such election on an instrument-by-instrument basis. Fair value changes on an equity instrument is
recognised as other income in the Statement of Profit and Loss unless the Company has elected to measure such instrument
at FVOCI. Fair value changes excluding dividends, on an equity instrument measured at FVOCI are recognised in OCI. Amounts
recognised in OCI are not subsequently reclassified to the Statement of Profit and Loss. Dividend income on the investments
in equity instruments are recognised as ‘other income’ in the Statement of Profit and Loss.

Impairment of financial assets:

The Company assesses on a forward looking basis the expected credit losses associated with its financial assets carried at
amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables, the Company applies the simplified approach permitted by Ind AS 109 ‘Financial Instruments’, which
requires expected lifetime losses to be recognised from initial recognition of such receivables.

De-recognition of financial assets:

A financial assets is de-recognised only when

- The Company has transferred the right to receive cash flows from the financial assets, or

- Retains the contractual rights to receive the cash flows of the financial assets, but assumes a contractual obligation to pay
cash flows to one or more recipients.

When the entity has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards
of ownership of the financial asset. In such case, the financial asset is de-recognised. Where the entity has not transferred
substantially all risks and rewards of ownership of the financial asset, the financial asset is not de-recognised.

102 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the
financial asset, the financial asset is de-recognised if the Company has not retained control of the financial asset. Where the
Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement
in the financial asset.

Income recognition:
Interest income from debt instruments is recognised using the effective interest rate method. The effective interest rate is the
rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying
amount of a financial asset. When calculating the effective interest rate, the Company estimates the expected cash flows by
considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options)
but does not consider the expected credit losses.

Dividends are recognised in the Statement of Profit and Loss only when the right to receive payment is established, it is
probable that the economic benefits associated with the dividend will flow to the Company, and the amount of the dividend
can be measured reliably.

b. Financial liabilities:
Classification as debt or equity:
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual
arrangements entered into and the definitions of a financial liability and an equity instrument.

Initial recognition and measurement:

Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
Financial liabilities are initially measured at the fair value.

Subsequent measurement:
Financial liabilities are subsequently measured at amortised cost using the effective interest rate method. Financial liabilities
carried at fair value through profit or loss are measured at fair value with all changes in fair value recognised in the Statement
of Profit and Loss.

De-recognition:
A financial liability is de-recognised when the obligation specified in the contract is discharged, cancelled or expires. An
instruments issued by a company are classified as either financial liabilities or as equity in accordance with the substance of
the contractual arrangements and the definitions of a financial liability and an equity instrument.

Offsetting financial instruments:

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable
right to offset the recognised amounts and there is an intention to settle on a net basis or realise the assets and settle the
liability simultaneously. The legally enforceable right must not be contigent on future events and must be enforceable in the
normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.

w) Rounding of amounts:
All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the requirement of
Schedule III, unless otherwise stated.

103
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
3. CRITICAL ESTIMATES AND JUDGEMENTS
The preparation of financial statements requires management to make judgments, estimates and assumptions in the application of
accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these
estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other factors, including
expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised prospectively.

Information about critical judgments in applying accounting policies, as well as estimates and assumptions that have the most significant
effect to the carrying amounts of assets and liabilities within the next financial year, are included in the following notes:
(a) Useful lives of property, plant and equipment

(b) Defined benefit plan

(c) Impairment loss on investments carried at cost

(d) Estimation of provisions and contingent liabilities

4. APPLICATION OF NEW AND REVISED IND AS’s

a) Appendix B to Ind AS 21, Foreign currency transactions and advance consideration:
On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Companies (Indian Accounting Standards) Amendment Rules,
2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the
transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when
an entity has received or paid advance consideration in a foreign currency. The amendment will come into force from April 1, 2018.

b) Ind AS 115- Revenue from Contract with Customers:

On March 28, 2018, MCA has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard
is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that
reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further the new
standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from
the entity’s contracts with customers.

The standard permits two possible methods of transition:

• Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period
presented in accordance with Ind AS 8- Accounting Policies, Changes in Accounting Estimates and Errors

• Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative
catch - up approach). The effective date for adoption of Ind AS 115 is financial periods beginning on or after April 1, 2018.

The Company will adopt the standard on April 1, 2018.

104 l ANNUAL REPORT 2017-18

 Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
5A. PROPERTY, PLANT AND EQUIPMENT (H in Lakhs)
Freehold Buildings Office Vehicles Plant and Leasehold Furniture Total
Description of Assets land Equipment machinery improvements and Fixture
I. Gross Block
Deemed cost as at April 1, 2016 10.56 4,565.38 694.92 64.58 18,672.73 2,489.50 208.03 26,705.70
Additions - 944.88 254.23 111.74 15,696.15 - 119.23 17,126.23
Disposals/Adjustments - - (120.93) (18.43) 120.92 - (40.98) (59.42)
Balance as at March 31, 2017 10.56 5,510.26 828.22 157.89 34,489.80 2,489.50 286.28 43,772.51
II. Accumulated depreciation
Balance as at April 1, 2016 - - - - - - - -
Depreciation expense for the year - 238.63 134.05 21.33 2,260.05 26.21 48.85 2,729.12
Disposals/Adjustments - - (0.81) (5.49) 1.00 - (3.32) (8.62)
Balance as at March 31, 2017 - 238.63 133.24 15.84 2,261.05 26.21 45.53 2,720.50
Net block (I-II)
Balance as at March 31, 2017 10.56 5,271.63 694.98 142.05 32,228.75 2,463.29 240.75 41,052.01

I. Gross Block
Balance as at April 1, 2017 10.56 5,510.26 828.22 157.89 34,489.80 2,489.50 286.28 43,772.51
Additions - 964.13 58.78 80.98 2,345.15 - 483.96 3,933.00
Disposals/Adjustments (refer note 2 below) - (897.45) (24.73) (12.90) (14,357.56) - (94.71) (15,387.35)
Balance as at March 31, 2018 10.56 5,576.94 862.27 225.97 22,477.39 2,489.50 675.53 32,318.16
II. Accumulated depreciation
Balance as at April 1, 2017 - 238.63 133.24 15.84 2,261.05 26.21 45.53 2,720.50
Depreciation expense for the year - 272.76 112.83 29.91 3,188.40 26.21 78.98 3,709.09
Disposals/Adjustments (refer note 2 below) - (65.31) (5.73) (6.94) (1,568.69) - (17.89) (1,664.56)
Balance as at March 31, 2018 - 446.08 240.34 38.81 3,880.76 52.42 106.62 4,765.03
Net block (I-II)
Balance as at March 31, 2018 10.56 5,130.86 621.93 187.16 18,596.63 2,437.08 568.91 27,553.13
Notes:
1. Standby Letter of Credit facility availed from HDFC Bank for loan taken by Subsidiary is being secured by Second charge on the property, plant and equipment of the
Company.
2. Assets lying at Dahej unit sold on slump sale basis. (refer note 50)
3. For details of Capital commitment relating to Property, Plant and Equipment (refer note 46).

5B. CAPITAL WORK-IN PROGRESS

Capital work-in progress as at March 31, 2018 is H 2,008.59 lakhs (March 31, 2017: H 1,683.12 lakhs; April 1, 2016: H 1,394.56 lakhs). It is mainly comprises of expansion projects
in progress.

105
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
6 INVESTMENT PROPERTIES (H in Lakhs)
As at As at
Particulars March 31, 2018 March 31, 2017
I. Gross carrying amount (Deemed/Original Cost)
Opening Balance 4,577.80 4,577.80
Additions - -
Disposals - -
Closing Balance 4,577.80 4,577.80
II. Accumulated depreciation
Opening Balance 85.24 -
Charge for the year 85.27 85.24
Closing Balance 170.51 85.24
Net carrying amount (I-II) 4,407.29 4,492.56

(i) Amount recognised in the Statement of Profit and Loss for investment properties:
As at As at
Particulars March 31, 2018 March 31, 2017
Rental Income (refer note 31) 1,204.12 1,329.97
Direct operating expenses from property that generated rental income 167.55 144.48
Profit from investment properties before depreciation 1,036.57 1,185.49
Depreciation 85.27 85.24
Profit from investment properties 951.30 1,100.25

(ii) The Company has given office premises under lease rental agreement. Details of minimum lease payments for non-cancellable
leases are as under:
As at As at
Particulars March 31, 2018 March 31, 2017
not later than one year 189.00 187.65
later than one year and not later than five years 556.85 745.85
Total 745.85 933.50
Operating lease rentals credited to the Statement of Profit and Loss (refer note 31) 1,204.12 1,329.97

(iii) Fair Value

Particulars As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Investment properties 13,912.33 13,595.10 13,452.57

The Company obtains independent valuations for its investment properties at least annually. The best evidence of fair value is current
prices in an active market for similar properties. The fair value was determined based on the market comparable approach based on
recent market prices without any significant adjustments being made to the market observable data. All resulting fair value estimates for
investment properties are included in Level 3.

106 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
7. OTHER INTANGIBLE ASSETS (H in Lakhs)
Particulars Total
Software
Gross carrying amount
Deemed cost as at April 1, 2016 68.50
Additions 16.26
Deduction/Adjustment -
Balance as at March 31, 2017 84.76
Accumulated amortisation
Balance at April 1, 2016 -
Amortisation expense 20.89
Deduction/Adjustment 34.46
Balance as at March 31, 2017 55.35
Net carrying amount as at March 31, 2017 29.41

Balance as at April 1, 2017 84.76

Additions 67.82
Deduction/Adjustment -
Balance as at March 31, 2018 152.58
Accumulated amortisation
Balance as at April 1, 2017 55.35
Amortisation expense 22.95
Deduction/Adjustment -
Balance as at March 31, 2018 78.30
Net carrying amount as at March 31, 2018 74.28

8. INVESTMENT IN SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES (H in Lakhs)

As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Particulars Quantity Amount Quantity Amount Quantity Amount
(a) Investments in Equity Instruments
In subsidairies (Unquoted, fully paid up) - (at cost)
- Equity shares of Sulakshana Securities Limited of H 10.00 1,50,000 830.55 1,50,000 830.55 1,50,000 830.55
each
- Equity shares of Manchester Organics Limited of GBP 5,100 3,265.12 5,100 3,265.12 5,100 3,265.12
0.01 each
- Equity shares of NFIL (UK) Ltd. of GBP 1.00 each. 51,40,000 4,921.59 35,15,000 3,462.60 25,84,000 2,673.48
In subsidairy (Unquoted, fully paid up) - (at fair value as
deemed cost)
- Equity shares of Navin Fluorine (Shanghai) Co. Ltd. of RMB 25,96,310 - 12,22,919 - 12,22,919 -
1.00 each. (net of impairment of H 130.09 lakhs (March 31,
2017: Nil; April 1, 2016: Nil)
In joint ventures (Unquoted, fully paid up) - (at cost)
- Equity shares of Swarnim Gujarat Fluorspar Private Limited 10,82,500 108.25 10,82,500 108.25 10,82,500 108.25
of H 10.00 each
- Equity shares of Convergence Chemicals Private Limited 3,43,04,900 3,430.49 3,43,04,900 3,430.49 3,43,04,900 3,430.49
of H 10.00 each
(b) Investments in Partnership firm - (at cost)
Capital contribution in Urvija Associates - 0.80 - 0.80 - 0.80
Total 12,556.80 11,097.81 10,308.69

107
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
9. NON-CURRENT INVESTMENTS (H in Lakhs)
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Particulars Quantity Amount Quantity Amount Quantity Amount
(a) Investments in Equity Instruments
Quoted, fully paid up - (at fair value through profit or loss)
- Equity shares of NOCIL Limited of H 10.00 each - - - - 68,50,000 3,164.76
- Equity shares of Mafatlal Industries Limited of H 10.00 each - - - - 17,74,707 4,797.07
Unquoted, fully paid up - (at fair value through profit or
loss)
- Equity shares of Cebon Apparel Private Limited of H10.00 4,81,600 154.59 4,81,600 154.59 4,81,600 154.59
each
- Equity shares of Mafatlal Services Limited of H100.00 9,300 - 9,300 - 9,300 -
each
(b) Investments in Bonds/debentures (Unquoted, fully paid
up) - (at amortised cost)
11% Corporate bonds - series IV of Housing 150 - 150 - 150 -
Development Finance Corporation Limited of
H 1,000.00/- each, fully paid-up (net of impairment of
H 1.50 lakhs; (March 31, 2017: H 1.50 lakhs; April 1, 2016:
H 1.50 lakhs)#
Non-convertible debentures of Wondrous Buildmart 290 296.29 - - - -
Private Limited
(c) Investments in Non-Convertible Market Linked
debentures - (at fair value through profit or loss)
- ECAP Equities Limited - Enhanced FMP XVII-F9F709B 1,000 1,054.30 - - - -
- ECAP Equities Limited - Enhanced FMP XVII-F9F709E 500 527.15 - - - -
- JM Financial Asset Reconstruction Co. Ltd- Enhanced 100 1,064.33 - - - -
FMP XVIII-JM8A
- JM Financial Asset Reconstruction Co. Ltd- Enhanced 50 532.17 - - - -
FMP XVIII-JM8B
(d) Investments in mutual funds - (at fair value through
profit and loss)
- ICICI Prudential FMP - Series 78 1127 days Plan R 42,50,000 508.56 42,50,000 470.11 42,50,000 427.09
Cummulative
- HDFC FMP 1120D March 2016 (1) - Regular- Growth - 42,50,000 495.59 42,50,000 463.58 42,50,000 427.44
Series - 36
- Kotak FMP Series 191 - Growth 42,50,000 497.08 42,50,000 465.15 42,50,000 426.63
- UTI Fixed Term Income Fund Series XXVI-V(1160 days)- 1,00,00,000 1,074.10 1,00,00,000 1,003.14 - -
Growth Plan
- DHFL Pramerica Fixed Duration Fund-Series AE-Regular 30,000 322.07 30,000 301.66 - -
Plan Growth
- Deutsche Asset Management Company -DWS FMP - - - - 2,00,49,046 2,375.05
SERIES 62
- HDFC FMP 366 days March 2014-(2) Series 31 Regular - - - - 1,10,00,000 1,303.64
Growth

108 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
9. NON-CURRENT INVESTMENTS (H in Lakhs)
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Particulars Quantity Amount Quantity Amount Quantity Amount
(d) Investments in mutual funds - (at fair value through
profit and loss) (contd...)
- UTI Fixed Term Income Fund XXVI - VII (1140) days 1,70,00,000 1,814.07 1,70,00,000 1,701.82 - -
(Growth Plan)
- Aditya Birla Sun Life Fixed Term Plan-Series OJ(1136 days) 1,50,00,000 1,603.04 1,50,00,000 1,501.23 - -
Growth Regular
- DHFL Pramerica Fixed Duration Fund-Series AF-Regular 50,000 539.95 50,000 500.61 - -
Plan Growth
- UTI Fixed Term Income Fund -Series XXVIII - II (1210 Days) 1,00,00,000 1,018.02 - - - -
- Growth Plan
- Aditya Birla Sun Life Fixed Term Plan - Series PB (1190 62,50,000 634.08 - - - -
days), Regular Growth
- Sundaram Fixed Term Plan - IE - Regular Growth 1,00,00,000 1,013.45 - - - -
- UTI FIXED Term Income Fund XXVIII – X- 1153 Days - 1,50,00,000 1,512.33 - - - -
Growth Plan
- DHFL Pramerica Fixed Duration Fund Series AR-Regular 50,000 502.24 - - - -
Plan Growth
- HDFC FMP 1208D March 2018 (1) - Regular - Growth - 1,00,00,000 1,005.11 - - - -
Series - 39
- Kotak FMP Series 220 - Growth (Regular Plan) 1,00,00,000 1,000.00 - - - -
- HDFC Equity Savings Fund - Regular Plan -Growth 14,49,190 500.72 - - - -
- Kotak Equity Savings Fund - Growth (Regular Plan) 38,08,598 502.65 - - - -
- ICICI Prudential Equity Income Fund - Cumulative 39,00,156 499.61 - - - -
(e) Investments in Alternate investment fund - (at fair value
through profit or loss)
- ASK Real Estate Special Situation Fund - I -RESSF-4071 200 200.00 50 50.00 - -
Total 18,871.50 6,611.89 13,076.27
Of the above:
Aggregate amount and market value of quoted - - 7,961.83
investments
Aggregate amount of unquoted investments 18,871.50 6,611.89 5,114.44
Aggregate amount of impairment in value of investments 1.50 1.50 1.50

Details of investment in partneship firm - Urvija Associates

As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Total Share of Total Share of Total Share of
Name of the partner capital profits capital profits capital profits
Navin Fluorine International Limited 0.80 80% 0.80 80% 0.80 80%
Avanija Commercials Private Ltd. (formerly known as 0.10 10% 0.10 10% 0.10 10%
Mayflower Textiles Private Limited)
Aditri Commercials Private Ltd. (formerly known as Myrtle 0.10 10% 0.10 10% 0.10 10%
Textiles Private Limited)
# pending transfer in the Company’s name and not available for physical verification.

109
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
10. LOANS (H in Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Unsecured, considered good
- Security deposits 732.38 674.38 664.87
- Loans to related parties (refer note 45.1) 979.43 1,077.91 1,083.82
- Loans to employees - - 0.93
Total 1,711.81 1,752.29 1,749.62

11. NON-CURRENT INCOME TAX ASSETS/ CURRENT INCOME TAX LIABILITIES (NET)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Non Current Income Tax Assets [net of provision H 18,767.29 lakhs (March 31, 2017: 970.05 1,823.98 1,581.07
H 21,785.16 lakhs; April 1, 2016: H 21,085.62 lakhs)]
Current Income Tax Liability [net of Advance tax H17,819.68 lakhs (March 31, 2017: 3,480.29 1,290.61 347.61
H 9,510.02 lakhs; April 1, 2016: H 6,722.39 lakhs)]

12. OTHER NON-CURRENT ASSETS

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Capital advances 31.71 181.00 81.56
Prepaid expenses (including deferred lease) 6.64 5.31 12.81
Advance Fringe benefit tax [net of provision of H 89 lakhs (March 31, 2017: H 89 lakhs; 12.08 12.08 12.08
April 1, 2016: H 89 lakhs)]
Balances with bank held as margin money* 20.32 20.32 19.01
Others
- Advances towards a Project (refer note 49) 162.70 162.70 162.70
- Other Advances 205.64 205.64 205.64
Total 439.09 587.05 493.80
* The above bank deposit is marked as lien against bank gurantee issued to Custom authorities.

13. INVENTORIES
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Raw materials 4,237.94 3,445.14 2,746.97
Work-in-progress 2,049.43 2,005.07 1,138.34
Finished goods 2,132.29 3,298.94 1,379.54
Stock-in-trade 118.32 89.85 71.15
Stores and Spares 699.15 1,050.74 937.92
Total 9,237.13 9,889.74 6,273.92
Write-downs of inventories to net realisable value amounted to H33.93 lakhs (March 31, 2017 – H154.38 lakhs, April 1, 2016 – H97.72 lakhs).
These were recognised as an expense during the year and included in ‘Changes in Inventories of finished goods, work-in-progress and stock-
in-trade’ in the Statement of Profit and Loss.

110 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
14. INVESTMENTS (H in Lakhs)
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Particulars Quantity Amount Quantity Amount Quantity Amount
(a) Investments in Equity Instruments (Quoted, fully paid
up) - (at fair value through profit or loss)
- Equity shares of NOCIL Limited of H 10.00 each 22,79,550 4,361.95 38,78,550 3,640.08 - -
- Equity shares of Mafatlal Industries Limited of H 10.00 each 3,86,332 1,008.33 10,71,332 2,679.98 - -
(b) Investments in mutual funds (unquoted, fully paid) - (at
fair value through profit or loss)
- HDFC FMP 737D October 2013-(1) Series 28- Regular- - - - - 50,00,000 612.36
Growth
- ICICI Prudential Flexible Income Plan - Growth 4,29,052 1,430.10 - - 9,67,810 2,770.08
- UTI Short Term Income Fund - Institutional option - - - - - 53,35,523 969.29
Growth
- Reliance Interval Fund - II Series 2 - Growth plan - - - - 50,00,000 614.48
- ICICI Prudential Fixed Maturity Plan - Series 72 - 823 - - 62,00,000 828.69 62,00,000 739.72
Days Plan H Cummulative
- DHFL Pramerica Fixed Maturity Plan Series 62 Regular - - 2,00,49,046 2,572.91 - -
Plan - Growth
- HDFC FMP 366 days March 2014-(2) Series 31- Regular - - 1,10,00,000 1,406.83 - -
Growth
- ICICI Prudential Banking & PSU Debt Fund - Growth 40,60,533 811.21 40,60,532 761.72 - -
- ICICI Prudential Income Opportunities Fund - Growth - - 26,04,585 599.27 - -
- HDFC Liquid Fund - Regular Plan - Growth 34,099 1,162.96 23,847 763.02 - -
- IDFC Cash Fund - Growth - (Regular Plan) 55,588 1,169.26 16,376 322.77 - -
- UTI Liquid Cash Plan Institutional Growth 16,205 459.80 10,776 286.27 - -
- Aditya Birla Sun Life Short Term Fund - Growth - Regular 19,48,412 1,294.66 - - - -
Plan
- HDFC Short Term Opportunities Fund - Regular Plan 80,96,415 1,552.46 - - - -
Growth
- IDFC Corporate Bond Fund Regular Plan - Growth 1,16,95,255 1,390.36 - - - -
- Kotak Corporate Bond Fund - Standard Growth (Regular 56,002 1,278.23 - - - -
Plan)
- HDFC Medium Term Opportunities Fund – Regular Plan 26,48,375 511.43 - - - -
Growth
- Sundaram Banking and PSU Debt Fund  - Growth 18,73,017 510.31 - - - -
(Regular Plan)
- Kotak Flexi Debt Regular Plan-Growth 23,20,746 517.34 - - - -
- Aditya Birla Sun Life Medium Term Plan - Growth- 23,80,340 523.14 - - - -
Regular Plan
- Aditya Birla Sun Life Savings Fund - Growth- Regular 3,87,110 1,323.55 - - - -
Plan
- Kotak Treasury Advantage Fund – Growth (Regular Plan) 52,34,831 1,454.95 - - - -
Total 20,760.04 13,861.54 5,705.93
Of the above:
Aggregate amount and market value of quoted investments 5,370.28 6,320.06 -
Aggregate amount of unquoted investments 15,389.76 7,541.48 5,705.93
Aggregate amount of impairment in value of investments - - -

111
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
15. TRADE RECEIVABLES (H in Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Trade receivables from other parties 14,620.46 13,065.60 14,001.13
Trade receivables from related parties (refer note 45.1) 93.34 12.10 10.21
14,713.80 13,077.70 14,011.34
Break-up for security details
Secured, considered good 135.15 122.43 112.39
Unsecured, considered good 14,578.65 12,955.27 13,898.95
Doubtful 142.83 77.31 90.49
14,856.63 13,155.01 14,101.83
Less:- Allowance for doubtful debts (expected credit loss allowances) (refer note 43.7) (142.83) (77.31) (90.49)
Total 14,713.80 13,077.70 14,011.34

16A. CASH AND CASH EQUIVALENTS

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Cash on hand 8.28 9.08 7.51
Balances with banks in current account* 1,354.38 2,226.72 924.88
Total 1,362.66 2,235.80 932.39
*One current account with bank, which has not been transferred from Mafatlal Industries Limited pursuant to its scheme of demerger, is in
the process of being transferred in the Company’s name.

16B. OTHER BANK BALANCES

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Unpaid dividend 324.16 268.09 223.45
Buyback account 1.09 1.09 1.09
Deposits with original maturity of more than 3 month and less than 12 months 501.29 468.16 362.06
Total 826.54 737.34 586.60

17. LOANS
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Security deposits 67.60 49.47 54.69
Loans to related parties (refer note 45.1) 1,027.88 150.00 425.34
Loans to employees 0.75 1.23 2.22
Total 1,096.23 200.70 482.25

112 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
18. OTHER FINANCIAL ASSETS (H in Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Rent Receivable 206.25 181.12 252.41
Derivative assets - Forward exchange contracts 17.97 64.65 41.14
Total 224.22 245.77 293.55

19. OTHER CURRENT ASSETS (H in Lakhs)

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Advances to suppliers 179.64 296.41 451.03
Prepaid expenses 99.01 95.03 102.04
Balances with government authorities 2,558.14 2,365.81 2,185.85
Other deposits 52.54 31.95 38.21
Others advances
- Unsecured, considered good 214.68 183.42 233.12
- Unsecured, considered doubtful 1.85 2.43 2.43
216.53 185.85 235.55
Less: Provision for doubtful advances (1.85) (2.43) (2.43)
214.68 183.42 233.12
Total 3,104.01 2,972.62 3,010.25

20. EQUITY SHARE CAPITAL (H in Lakhs)

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Authorised Shares
17,50,00,000 equity shares of H 2 each 3,500.00 3,500.00 3,500.00
Issued, subscribed and fully Paid shares
4,93,50,810 (as at March 31, 2017 - 4,89,56,485, as at April 1, 2016 - 4,89,36,485) equity 987.02 979.13 978.73
shares of H 2 each
Less: Calls in arrears [refer note 20 (e)] 0.15 0.13 0.15
Total 986.87 979.00 978.58

(a) Reconciliation of the number of shares and amount outstanding:

Particulars Number of shares Amount
Balance as at April 1, 2016 4,89,36,485 978.73
Add: Shares issued on exercise of employee stock options during the year 20,000 0.40
Balance as at March 31, 2017 4,89,56,485 979.13
Add: Shares issued on exercise of employee stock options during the year 3,94,325 7.89
Balance as at March 31, 2018 4,93,50,810 987.02

(b) Terms / rights attached to equity shares:

The Company has only one class of equity shares having a par value of H 2.00 per share (refer note 40.1). Each equity shareholder is entitled
to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is
subject to the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation the equity shareholders
are eligible to receive the remaining assets of the company in proportion to the number of and amounts paid on the shares held.

113
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
(c) Information relating to Employee Stock Option Plan, including details of options issued, exercised and lapsed during the financial year
and options outstanding at the end of the reporting period, is set out in note 44.

(d) Details of shareholders holding more than 5% shares in the Company:

No. of fully paid
Particulars shares % of Holding
As at March 31, 2018
Mafatlal Impex Private Limited 1,16,56,420 23.62%
Smallcap World Fund, Inc 32,02,000 6.49%
As at March 31, 2017
Mafatlal Impex Private Limited 1,16,56,420 23.81%
As at April 1, 2016
Mafatlal Impex Private Limited 54,77,240 11.19%
Suremi Trading Private Limited 49,19,800 10.05%
NOCIL Limited 28,31,700 5.79%

(e) Calls unpaid (by other than officers and directors) (H in Lakhs)
Particulars No. of shares Amount
As at March 31, 2018
Equity shares of H 2 each, H 1 called up but unpaid 14,555 0.15
As at March 31, 2017
Equity shares of H 2 each, H 1 called up but unpaid 13,225 0.13
As at April 1, 2016
Equity shares of H 2 each, H 1 called up but unpaid 14,555 0.15

(f ) Out of the rights issue made in 2004-05, 109 equity shares could not be offered on rights basis due to the non-availability of details of
beneficial holders from depositories. The same are kept in abeyance.

21. OTHER EQUITY (H in Lakhs)

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Capital Reserve no.1 8,035.17 8,035.17 8,035.17
Capital Reserve no.2 7,035.19 7,035.19 6,823.20
Capital redemption reserve 33.88 33.88 33.88
Securities Premium Reserve 1,558.55 1,164.72 1,148.82
General Reserve 7,333.34 7,333.34 7,333.34
Share Options Outstanding Account 207.09 230.69 125.98
Call in arrears pending for allotment 0.41 0.07 -
Retained Earnings 71,808.48 57,540.03 47,822.78
Total 96,012.11 81,373.09 71,323.17

(i) Capital Reserve No.1:

As at As at
Particulars March 31, 2018 March 31, 2017
Opening Balance 8,035.17 8,035.17
Closing Balance 8,035.17 8,035.17

114 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
(ii) Capital Reserve no.2
(H in Lakhs)
As at As at
Particulars March 31, 2018 March 31, 2017
Opening Balance 7,035.19 6,823.20
Add: Compensation received pursuant to Montreal Protocol for phasing out production of ozone - 211.99
depleting substances
Closing Balance 7,035.19 7,035.19

(iii) Capital redemption reserve

As at As at
Particulars March 31, 2018 March 31, 2017
Opening Balance 33.88 33.88
Closing Balance 33.88 33.88

(iv) Securities Premium Reserve

As at As at
Particulars March 31, 2018 March 31, 2017
Opening Balance 1,164.72 1,148.82
Add: Received during the year on shares issued on exercise of employee stock options during the year 393.83 15.90
Closing Balance 1,558.55 1,164.72

(v) General Reserve

As at As at
Particulars March 31, 2018 March 31, 2017
Opening Balance 7,333.34 7,333.34
Closing Balance 7,333.34 7,333.34

(vi) Share Options Outstanding Account

As at As at
Particulars March 31, 2018 March 31, 2017
Opening Balance 230.69 125.98
Add: Recognition of share-based payments (Net) (23.60) 104.71
Closing Balance 207.09 230.69

(vii) Call in arrears pending for allotment

As at As at
Particulars March 31, 2018 March 31, 2017
Opening Balance 0.07 -
Add: Calls in arrears received during the year 0.34 0.07
Closing Balance 0.41 0.07

115
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
(viii) Retained Earnings (H in Lakhs)
As at As at
Particulars March 31, 2018 March 31, 2017
Opening Balance 57,540.03 47,822.78
Add: Profit for the year 17,896.37 13,264.90
Less:
Other comprehensive income for the year, net of income tax (68.48) (72.43)
Payment of dividends (including tax) (3,559.44) (3,475.22)
Closing Balance 71,808.48 57,540.03

Description of reserves
Capital Reserve no. 1 - Capital reserve no. 1 was created for excess of assets over liabilities and reserves taken over pursuant to the
scheme of demerger of chemical business of Mafatlal Industries Limited.

Capital Reserve no. 2 - Capital reserve no. 2 was created for compensation received pursuant to the Montreal Protocol for phasing out
production of ozone depleting substances.

Capital redemption reserve - Capital redemption reserve was created out of the general reserve during the buy back of equity shares
and it is a non-distributable reserves.

Securities premium reserve - The Securities Premium was created on issue of shares at a premium. The reserve is utilised in accordance
with the provisions of the Act.

General Reserve - The general reserve comprises of transfer of profits from retained earnings for appropriation purpose. The reserve can
be distributed/utilised by the Company in accordance with the provisions of the Act.

Share options outstanding account - The employee stock options outstanding represents reserve in respect of equity settled share
options granted to the Group’s employees in pursuance of the employee stock option plan.

Retained earnings - This represent the amount of accumulated earnings of the Company.

22. PROVISIONS (H in Lakhs)

As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Provision for compensated absences (refer note 42.3) 881.46 741.35 614.44
Total 881.46 741.35 614.44

23. DEFERRED TAX LIABILITIES (NET)

The balance comprises temporary differences attributable to:
Deferred tax liabilities 4,126.72 4,679.02 3,673.12
Less: Deferred tax assets (1,735.94) (2,604.22) (1,543.49)
Total 2,390.78 2,074.80 2,129.63

116 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
23.1 MOVEMENT OF DEFERRED TAX
(i) Deferred tax assets/ liabilities in relation to the year ended March 31, 2018 (H in Lakhs)
Recognised in
the Statement
Opening of Profit and Closing
Particulars Balance Loss balance
Deferred tax liabilities in relation to:
Property, plant and equipment and intangible assets 4,526.42 (712.91) 3,813.51
Financial assets measured at FVTPL 133.51 172.89 306.40
Others 19.09 (12.28) 6.81
Total deferred tax liabilities (A) 4,679.02 (552.30) 4,126.72
Deferred tax assets in relation to:
Indexation benefit on Investment properties 1,241.46 73.55 1,315.01
Fair Valuation of loan to wholly owned subsidiary 247.91 (31.31) 216.60
Provision for Compensated Absences 314.14 (228.88) 85.26
Provision for doubtful debts/ advances 27.60 22.96 50.56
Tax credits (MAT credit entitlement) 666.20 (666.20) -
Capital losses 98.31 (29.94) 68.37
Others 8.60 (8.46) 0.14
Total deferred tax assets (B) 2,604.22 (868.28) 1,735.94
Total (A - B) 2,074.80 315.98 2,390.78

(ii) Deferred tax assets/ liabilities in relation to the year ended March 31, 2017 (H in Lakhs)
Recognised in
the Statement
Opening of Profit and Closing
Particulars Balance Loss balance
Deferred tax liabilities in relation to:
Property, plant and equipment and intangible assets 3595.47 930.95 4,526.42
Financial assets measured at FVTPL 77.17 56.34 133.51
Others 0.48 18.61 19.09
Total deferred tax liabilities (A) 3,673.12 1,005.90 4,679.02
Deferred tax assets in relation to:
Indexation benefit on Investment properties 1,168.48 72.98 1,241.46
Fair Valuation of loan to wholly owned subsidiary 282.24 (34.33) 247.91
Provision for Compensated Absences 10.38 303.76 314.14
Provision for doubtful debts/ advances 32.16 (4.56) 27.60
Tax credits (MAT credit entitlement) - 666.20 666.20
Capital losses 48.91 49.40 98.31
Others 1.32 7.28 8.60
Total deferred tax assets (B) 1,543.49 1,060.73 2,604.22
Total (A - B) 2,129.63 (54.83) 2,074.80

117
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
24. OTHER NON-CURRENT LIABILITIES (H in Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Liability against project contracts (refer note 49) 1,334.95 1,334.95 1,334.95
Other payables 329.95 329.95 329.95
Deferred Government Grant 20.42 22.09 -
Total 1,685.32 1,686.99 1,664.90

25. BORROWINGS
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Unsecured - at amortised cost
Commercial Papers - - 2,990.40
Total - - 2,990.40
The commercial papers carrying interest rate of 8.10% p.a. and is repayable within 3 months from April 1, 2016

26. TRADE PAYABLES

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Trade payables
Trade payables - Micro enterprises and Small enterprises 486.21 651.82 481.37
Trade payables - Others 8,657.60 6,760.00 7,105.02
Trade payables - Related parties 29.30 193.02 7.59
Total 9,173.11 7,604.84 7,593.98

Disclosures as required under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act).
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
a. Principal amount due to suppliers registered under the MSMED Act and 454.81 651.82 481.37
remaining unpaid as at year end
b. Interest due to suppliers registered under the MSMED Act and remaining unpaid 31.40 - -
as at year end
c. Principal amounts paid to suppliers registered under the MSMED Act, beyond 1,575.74 - -
the appointed day during the year
d. Interest paid, other than under Section 16 of MSMED Act, to suppliers registered - - -
under the MSMED Act, beyond the appointed day during the year
e. Interest paid, under Section 16 of MSMED Act, to suppliers registered under the - - -
MSMED Act, beyond the appointed day during the year
f. Interest due and payable towards suppliers registered under MSMED Act, for - - -
payments already made
g. Further interest remaining due and payable for earlier years - - -

118 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
27. OTHER FINANCIAL LIABILITIES (H in Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Unpaid dividends* 324.16 268.09 223.45
Unpaid money on buy-back of shares 1.09 1.09 1.09
Derivative liability - Forward exchange contract 9.18 73.13 80.96
Security Deposits received 1,131.19 1,095.29 1,010.40
Total 1,465.62 1,437.60 1,315.90
* There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of the Companies Act, 2013
as at the year end except for an amount of H 9.16 lakhs pertaining to interim dividend for the period 2010-11 which has been transferred
subsequent to the balance sheet date to the Investor Education and Protection Fund.

28. PROVISIONS
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Provision for compensated absences (refer note 42.3) 201.99 171.50 153.31
Total 201.99 171.50 153.31

29. OTHER CURRENT LIABILITIES

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Advances from customers 446.06 415.86 249.01
Statutory dues 828.74 493.24 397.18
Deferred Government Grant 1.67 1.67 -
Gratuity Payable (refer note 42.2) 78.94 - 54.50
Other Payables
- to a related party (refer note 45.1) 553.25 12,720.50 -
- Others 1,730.96 1,360.28 1,439.63
Total 3,639.62 14,991.55 2,140.32

30. REVENUE FROM OPERATIONS

For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Sale of products 85,871.27 72,782.79
Sale of services 2,184.11 703.55
Other operating revenues
- Scrap Sales 147.14 131.90
- Export Incentives 403.25 61.49
Total 88,605.77 73,679.73

119
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
31. OTHER INCOME (H in Lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Interest Income
- on banks deposits 34.59 37.93
- on income tax refund 1,062.67 -
- on loans and advances 474.99 427.36
Dividend income
- on investments in subsidiaries - 234.49
- on investments in others 77.54 173.65
Lease rental income on investment properties (refer note 6) 1,204.12 1,329.97
Other gains and losses
- Net gain arising on financial assets mandatorily measured at FVTPL 3,341.78 2,319.25
- Net gain arising on sale of equity investments 2,036.06 568.12
- Excess provision of earlier years written back (net) 2.89 30.38
- Net gain arising on sale of Mutual Funds 492.54 284.11
- Net gain on foreign currency transactions and translation 57.58 -
- Profit on Sale of Undertaking (refer note 50) 53.94 -
- Miscellaneous Income 223.60 162.50
Total 9,062.30 5,567.76

32. COST OF MATERIALS CONSUMED

For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Raw material consumed 33,624.89 30,201.91
Packing Material consumed 2,459.14 2,431.75
Total 36,084.03 32,633.66

33. CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE

For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Inventories at the end of the year
Finished goods 2,132.29 3,298.94
Work-in-process 2,049.43 2,005.07
Stock-in-trade 118.32 89.85
4,300.04 5,393.86
Inventories at the beginning of the year
Finished goods 3,298.94 1,379.54
Work-in-process 2,005.07 1,138.34
Stock-in-trade 89.85 71.15
5,393.86 2,589.03
(1,093.82) 2,804.83
Less: Sale of inventories consequent to slump sale (refer note 50) 450.15 -
Net Increase / (decrease) (643.67) 2,804.83

120 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
34. EMPLOYEE BENEFITS EXPENSE (H in Lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Salaries, Wages and bonus 7,781.21 6,599.80
Contribution to provident and other funds (refer note 42.1 and 42.3) 630.07 559.09
Employee share-based payment expense (refer note 44) 64.02 104.71
Staff Welfare Expenses 451.11 263.05
Gratuity expenses (refer note 42.2) 153.82 134.10
Total 9,080.23 7,660.75

35. FINANCE COSTS

For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
-Interest on borrowings - 11.94
-Others 66.03 38.02
Total 66.03 49.96

36. DEPRECIATION AND AMORTISATION EXPENSE

For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Depreciation of property, plant and equipment (refer note 5A) 3,709.09 2,729.12
Depreciation of investment property (refer note 6) 85.27 85.24
Amortisation of intangible assets (refer note 7) 22.95 20.89
Total 3,817.31 2,835.25

37. OTHER EXPENSES

For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Power and fuel 5,240.33 4,498.05
Rent expense (refer note 41.1) 461.42 382.08
Repairs and Maintenance
- Plant and Machinery 863.87 754.21
- Buildings 156.78 121.47
Consumption of stores and spares 3,092.96 2,675.07
Excise duty (231.71) 94.48
Transport and freight charges (net) 1,920.11 1,564.06
Labor contract charges 1,468.72 1,267.72
Legal and Professional Charges (refer note 37.1) 1,345.42 1,288.59
Rates & Taxes 403.79 464.76
Insurance 108.35 105.61
Directors Sitting Fees 38.15 40.25
Loss on Sale/ retirement of property, plant & equipments 553.45 57.38
Net loss on foreign currency transactions and translation - 22.60
Provision for doubtful debts / advances 64.07 (13.17)
Provision for diminution in value of investment 130.09 -
Expenditure on Corporate Social Responsibility (refer note 37.2) 296.52 302.08
Miscellaneous expenses 2,800.63 2,238.97
Total 18,712.95 15,864.21

121
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
37.1 PAYMENTS TO AUDITORS (H in Lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
a) For audit 25.50 18.00
b) For other services 25.50 32.06
c) For reimbursement of expenses 0.13 0.38
Total 51.13 50.44

37.2 CORPORATE SOCIAL RESPONSIBILITY

For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
a) Gross amount required to be spent by the company during the year 223.98 176.11
b) Amount spent during the year on: 296.52 302.08

In cash Yet to paid in cash

For the year March 31, 2018
i) Construcution/ acquisition of any asset - -
ii) On purposes other than (i) above 261.15 35.37

For the year March 31, 2017

i) Construcution/ acquisition of any asset - -
ii) On purposes other than (i) above 289.04 13.04

38 INCOME TAXES
38.1 Income tax expenses recognised
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
In respect of the current year
- Current tax recognised in Statement of Profit and Loss 8,036.11 4,465.96
- Deferred tax recognised in Statement of Profit and Loss 315.98 (54.83)
8,352.09 4,411.13
In respect of the current year
- Current tax recognised in other comprehensive income (36.78) (38.33)
(36.78) (38.33)
Total income tax expense recognised in the current year 8,315.31 4,372.80

122 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
The income tax expense for the year can be reconciled to the accounting profit as follows: (H in Lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Profit before tax 26,248.46 17,676.03
Income tax expense calculated at 34.608% (2016-2017: 34.608%) 9,084.07 6,117.31
Effect of:
Income exempt from tax (1,945.60) (821.61)
Expenses that are not deductible in determining taxable profit 182.70 141.07
Tax concessions availed / reversed 174.58 (1,358.59)
Unused tax losses and tax setoff not recognised as deferred tax assets earlier - (196.12)
Income taxable at different tax rate 136.17 (40.58)
Deductible temporary differences on account of indexation benefits recognised as deferred (73.55) (72.98)
tax assets
Excess provision for tax - 666.20
Income tax on sale of undertaking 466.31 -
Finance lease income chargeable to tax 288.98 -
Others 38.43 (23.57)
Income tax expense recognised in Statement of Profit and Loss 8,352.09 4,411.13

39. SEGMENT INFORMATION

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker
(“CODM”) of the Company. Chairman and Managing Director of the Company are the chief operating decision makers. The Company
operates only in one Business Segment i.e. ‘Chemical Business’ which constitutes a single reporting segment.

The Company has two geographical segments based upon location of its customers - within and outside India:
H in lakhs
As at and for the year ended As at and for the year ended
PARTICULARS March 31, 2018 March 31, 2017
Within India Outside Total Within India Outside Total
India India
Revenues 44,066.91 44,538.86 88,605.77 42,378.00 31,301.73 73,679.73
Carrying cost of non current assets@ 39,659.83 8,349.41 48,009.24 53,875.51 6,890.43 60,765.94
Cost incurred on acquisition of property, plant 4,326.28 - 4,326.28 17,431.05 - 17,431.05
and equipment
@ Excluding financial assets.

Note: Considering the nature of business of the Company in which it operates, the Company deals with various customers. Consequently,
none of the customer contributes materially to the revenue of the Company.

123
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
40. EARNING PER SHARE
Earnings per share is calculated by dividing the profit attributable to the equity shareholders by the weighted average number of equity
shares outsatnding during the year, as under (H in Lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Profit for the year attributable to equity shareholders - (H in lakhs) - A 17,896.37 13,264.90
Weighted average number of equity shares outstanding during the year - B 4,92,51,111 4,89,41,690
Effect of Dilution :
Weighted average number of ESOP shares outstanding 1,18,420 4,29,125
Weighted average number of Equity shares adjusted for the effect of dilution - C 4,93,69,531 4,93,70,815
Basic earnings per share - H (A/B) 36.34 27.10
Diluted earnings per share - H (A/C) 36.25 26.87
Nominal value per share - H 2.00 2.00

40.1 At the 19th Annual General Meeting of the Company held on June 29, 2017, Members of the Company have passed Resolution approving
sub-division of shares in the ratio of 5 Equity Shares of H 2 each for every 1 Equity Share of H 10 each. The record date for the aforesaid
sub-division was July 20, 2017. Consequently, the basic and diluted earnings per share have been adjusted for the sub-division of shares
for the year ended March 31, 2017 in accordance with the provisions of Ind AS 33, ‘Earnings per Share’.

41. LEASING ARRANGEMENT

41.1 The Company has taken office, residential premises and vehicles under operating lease or leave and license agreements. These are
generally cancellable in nature and range between 11 months to 60 months. These leave and license agreements are generally
renewable or cancelable at the option of the Company or the lessor. The lease payment recognised in the Statement of Profit and Loss
is H 461.42 lakhs (as at March 31, 2017 H 382.08 lakhs).

41.2 The Company has taken office premise under non-cancellable lease rental agreement. Details of minimum lease payments for the same
are as under: (H in Lakhs)
As at As at
Particulars March 31, 2018 March 31, 2017
not later than one year - 130.90
later than one year and not later than five years - -
Total - 130.90

42. EMPLOYEE BENEFIT PLANS

42.1 Defined Contribution Plan
The company has recognised the following amounts in the Statement of Profit and Loss for the year: (H in Lakhs)
As at As at
Particulars March 31, 2018 March 31, 2017
Contribution to Provident Fund 62.79 47.82
Contribution to Family Pension Fund 93.10 89.41
Contribution to Superannuation Fund 314.89 284.33
Contribution to Employees' State Insurance Scheme 9.14 3.30
Contribution to Employees' Deposits Linked Insurance Scheme 5.89 5.53
Total 485.81 430.39

124 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
42.2 Defined Benefit Plans
(i) Risk exposure to defined benefit plans
The plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

Investment risk The present value of the defined benefit plan liability is calculated using a discount rate which is determined by
reference to market yields at the end of the reporting period on Indian government securities; if the return on plan asset is below
this rate, it will create a plan deficit.

Interest risk A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in
the return on the plan’s debt investments.

Longevity risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality
of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase
the plan’s liability.

Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants.
As such, an increase in the salary of the plan participants will increase the plan’s liability.

The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out at
March 31, 2018. The present value of the defined benefit obligation, and the related current service cost and past service cost, were
measured using the projected unit credit method.

(ii) Gratuity (Funded)

The Company sponsors funded defined benefit gratuity plan for all eligible employees of the Company. The Company’s defined
benefit gratuity plan requires contributions to be made to a separately administered trust. The gratuity plan is governed by the
Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The
level of benefits provided depends on the member’s length of service and salary at retirement age. Company makes provision for
gratuity fund based on an actuarial valuation carried out at the end of the year using ‘projected unit credit’ method.

(a) Principal assumptions

The principal assumptions used for the purposes of the actuarial valuations of gratuity liability were as follows.

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
1. Discount rate 7.68% 7.09% 7.79%
2. Salary escalation 11% 10% 10%
3. Mortality rate Indian Assured Lives Mortality (2006-08) Ultimate
4. Attrition rate 11% 11% 11%

(b) The amount included in the balance sheet arising from the Company’s obligation in respect of its defined benefit plan (gratuity)
is as follows:
Balances of defined benefit plan (H in lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Present value of funded defined benefit obligation (2,046.82) (1,794.01) (1,598.46)
Fair value of plan assets 1,967.88 1,799.15 1,543.96
Net (liability)/asset arising from gratuity (78.94) 5.14 (54.50)

125
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
(c) Expenses recognised for defined benefit plan and movement of plan assets and liabilities
Following is the amount recognised in Statement of Profit and Loss, other comprehensive income, movement in defined
benefit liability (i.e. gratuity) and movement in plan assets: (H in lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
A. Components of expense recognised in the Statement of Profit and Loss
Current service cost 154.18 129.85
Past service cost and (gain)/loss from settlements - -
Net interest expenses (0.36) 4.25
Total (A) (refer note 34) 153.82 134.10
B. Components of defined benefit costs recognised in other Comprehensive
Income
Remeasurement on the net defined benefit liability:
-Return on plan assets (excluding amounts included in net interest expense) 15.94 0.98
-Actuarial gains and losses arising from changes in financial assumptions 38.48 59.74
-Actuarial gains and losses arising from experience adjustments 50.84 50.04
Total (B) 105.26 110.76
C. Movements in the present value of the defined benefit obligation
Opening defined benefit obligation 1,794.01 1,598.46
Current service cost 154.18 129.85
Interest cost 127.20 124.52
Remeasurement (gains)/losses:
-Actuarial gains and losses arising from changes in demographic assumptions -
-Actuarial gains and losses arising from changes in financial assumptions 38.48 59.74
-Actuarial gains and losses arising from experience adjustments 50.84 50.04
Liabilities assumed for employee transferred from other entity - 55.92
Benefits paid (117.90) (224.52)
Closing defined benefit obligation (C) 2,046.81 1,794.01
D. Movements in the fair value of the plan assets
Opening fair value of plan assets 1,799.15 1,543.96
Interest income 127.56 120.27
Remeasurement gain (loss):
-Return on plan assets (excluding interest income) (15.94) (0.98)
Contributions by employer 175.00 304.50
Asset transferred in for employee transferred from other entity - 55.92
Benefits paid (117.90) (224.52)
Closing fair value of plan assets (D) 1,967.87 1,799.15

(d) The expected contribution to the plan for the next financial year is H198.04 lakhs (Previous Year: H 149.04 lakhs)

(e) Category wise plan assets

The fair value of the plan assets at the end of the reporting period for each category, are as follows:
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Central Government of India 11.81% 12.52% 20.17%
State Government Securities 20.16% 18.02% 12.99%
Special Deposits Scheme 9.80% 10.38% 9.90%
Debt Instruments/Corp Bonds 58.23% 59.08% 56.94%

126 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
(f ) The weighted average duration of the defined benefit obligation is 7 years (Previous year : 6 years). The expected maturity
analysis of gratuity is as follows: (H in lakhs)
Particulars Within 1 year 1-5 years Above 5 years
As at March 31, 2018 198.31 487.80 1,540.07
As at March 31, 2017 317.64 785.67 1,679.51

(g) Sensitivity analysis:

Significant actuarial assumptions for the determination of the defined obligation are discount rate and expected salary
increase and attrition rate. The sensitivity analyses below have been determined based on reasonably possible changes of the
respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. Following
is the impact of changes in assumption in defined benefit obligation of gratuity:
(H in lakhs)
As at As at
Increase/ (decrease) in assumptions March 31, 2018 March 31, 2017
Impact of discount rate for 50 basis points increase (49.86) (50.63)
Impact of discount rate for 50 basis points decrease 52.61 38.01
Impact of salary escalation rate for 50 basis points increase 50.76 36.57
Impact of salary escalation rate for 50 basis points decrease (48.62) (49.70)
Impact of attrition rate for 50 basis points increase (10.64) (15.99)
Impact of attrition rate for 50 basis points decrease 11.13 1.36
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation
as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be
correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been
calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in
calculating the defined benefit obligation liability recognised in the balance sheet.

(iii) Provident fund (funded)

In respect of certain employees, provident fund contributions are made to a separately administered trust. Such contribution to
the provident fund for all employees, are charged to the Statement of Profit and Loss. In case of any liability arising due to shortfall
between the return from its investments and the guaranteed specified interest rate, the same is provided for by the Company. The
actuary has provided an actuarial valuation and the interest shortfall liability, if any, has been provided in the books of accounts after
considering the assets available with the provident fund trust.

(a) The amount included in the balance sheet arising from the Company’s obligation in respect of its defined benefit plan (trust
managed provident fund) is as follows:
Balances of defined benefit plan (H in lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Present value of funded defined benefit obligation (2,373.85) (1,806.73) (1,606.98)
Fair value of plan assets 2,523.55 1,931.68 1,732.62
Net Assets/(Liabilities)* - - -
* Excess of fair value of plan assets over present value of funded defined benefit obligation has not been recognised.

127
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
(b) Expenses recognised for defined benefit plan and movement of plan assets and liabilities
Following is the amount recognised in Statement of Profit and Loss, movement in defined benefit liability (i.e.provident fund)
and movement in plan assets: (H in lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
A. Components of expense recognised in the Statement of Profit and Loss
Current service cost 144.26 128.70
Expected Return on plan assets (180.47) (128.80)
Net interest expenses 180.47 128.80
Total (A) 144.26 128.70
B. Movements in the present value of the defined benefit obligation
Opening defined benefit obligation 1,806.73 1,606.98
Current service cost 144.26 128.70
Interest cost 180.47 128.80
Employee Contribution 217.82 185.63
Liabilities assumed for employee transferred from other entity 183.24 15.46
Benefits paid (158.67) (258.84)
Closing defined benefit obligation (B) 2,373.85 1,806.73
C. Movements in the fair value of the plan assets
Opening fair value of plan assets 1,931.68 1,732.62
Remeasurement gain/(loss): 24.75 (0.69)
Expected Return on plan assets 180.47 128.80
Contributions 362.08 314.33
Asset transferred in for employee transferred from other entity 183.24 15.46
Benefits paid (158.67) (258.84)
Closing fair value of plan assets (C) 2,523.55 1,931.68
(c) Category wise plan assets
The fair value of the plan assets at the end of the reporting period for each category, are as follows:
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Central Government of India 11.17% 13.36% 15.17%
State Government Securities 20.73% 15.11% 10.41%
Special Deposits Scheme 30.15% 34.22% 38.82%
Public Sector Units 34.01% 33.69% 32.43%
Private Sector Bonds 2.04% 1.44% 0.87%
Others 1.90% 2.18% 2.30%

42.3 Other Long term Employee Benefits:

The liability for Compensated absences as determined by Independent actuary as at the balance sheet date is H 1,083.45 lakhs (March
31, 2017: H 912.85 lakhs: April 1, 2016: H 767.75 lakhs).

43. FINANCIAL INSTRUMENTS AND RISK REVIEW

43.1 Capital Management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to
provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust
the capital structure, the Company may return to shareholders the capital or issue new shares or take such appropriate action as may be

128 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
needed. The Company considers total equity reported in the financial statements to be managed as part of capital. The Company does
not have any borrowings as at March 31, 2018 and March 31, 2017.

43.2 Fair value measurements

(i) Categories of financial instruments (H in lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Financial assets
Measured at Amortised Cost
– Cash and Bank Balances 2,189.20 2,973.14 1,518.99
– Investments 296.29 - -
– Trade receivables 14,713.80 13,077.70 14,011.34
– Loans 2,808.04 1,952.99 2,231.87
– Other financial assets 206.25 181.12 252.41
Measured at fair value through profit and loss (FVTPL)
(a) mandatorily measured
– Equity instruments 5,524.87 6,474.65 8,116.42
– Investments in mutual funds / Other funds 33,810.38 13,998.78 10,665.78
– Derivative assets 17.97 64.65 41.14
(b) designated at FVTPL - - -
Measured at fair value through other comprehensive income (FVTOCI) - - -

Financial liabilities
Measured at Amortised Cost
– Borrowing - - 2,990.40
– Trade payable 9,173.11 7,604.84 7,593.98
– Other financial liabilities 1,456.44 1,364.47 1,234.94
Measured at fair value through profit and loss (FVTPL)
(a) mandatorily measured
– Derivative liability 9.18 73.13 80.96
(b) designated at FVTPL - - -

(ii) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a)
recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial
statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified
its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows
underneath the table.

Financial assets measured at fair value - (H in lakhs)

recurring fair value measurements Level 1 Level 2 Level 3 Total
Financial assets
Investments in equity instruments
As at March 31, 2018 5,370.28 154.59 - 5,524.87
As at March 31, 2017 6,320.06 154.59 - 6,474.65
As at April 1, 2016 7,961.83 154.59 - 8,116.42

129
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
Financial assets measured at fair value - (H in lakhs)
recurring fair value measurements Level 1 Level 2 Level 3 Total
Financial assets
Investments in mutual funds / Other funds
As at March 31, 2018 33,610.38 - 200.00 33,810.38
As at March 31, 2017 13,948.78 - 50.00 13,998.78
As at April 1, 2016 10,665.78 - - 10,665.78

Derivative liability
As at March 31, 2018 - 9.18 - 9.18
As at March 31, 2017 - 73.13 - 73.13
As at April 1, 2016 - 80.96 - 80.96
Level 1 : Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and
mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using
the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques
which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

(iii) Valuation technique used to determine fair value

1. The fair value of the quoted investments is determined using quoted bid prices in an active market.
2. The fair value of the unquoted investments is determined using the inputs other than quoted prices included in level 1 that are
observable for assets and liabilities.
3. Company has made investments in ‘Ask Real Estate Special Situation Fund’. The aforesaid Fund has been set up to invest in
various projects, however, the Fund currently is in start up phase. Hence, based on management assessment, the fair value of
such investment is not materially different from its carrying value.
(iv) Fair value of Financial assets and liabilities measured at amortised cost
The carrying amounts of cash and cash equivalents, trade receivables, receivables from related parties and trade payables are
considered to be the same as their fair values due to their short-term nature. Fair value of security deposits approximates the
carrying value.

43.3 Financial risk management objectives

The Company’s activities exposes it to a variety of financial risks including market risk, credit risk and liquidity risk. The Company’s
primary risk management focus is to minimize potential adverse effects of financial risks on its financial performance. The Company’s
risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set
appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies
and processes are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company does not enter
into or trade financial instruments, including derivative financial instruments, for speculative purposes.

43.4 Market Risks

The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and other price risk.
The Company enters into derivative financial instruments to manage its exposure to foreign currency risk including forward foreign
exchange contracts.

130 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
43.5 Foreign exchange risk
(i) Exposure to foreign exchange risk:
The Company has international operations and is exposed to foreign exchange risk arising from foreign currency transactions.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and liabilities denominated in a
currency that is not the functional currency of the entity in the Company. The risk also includes highly probable foreign currency
cash flows.

The Company has exposure arising out of export, import and other transactions other than functional risks. The Company hedges its
foreign exchange risk using foreign exchange forward contracts. The same is within the guidelines laid down by Risk Management
Policy of the Company.

(ii) Foreign exchange risk management:

To manage the foreign exchange risk arising from recognized assets and liabilities, Company use spot transactions, foreign exchange
forward contracts, according to the Company’s foreign exchange risk policy. Company’s treasury is responsible for managing the
net position in each foreign currency and for putting in place the appropriate hedging actions. The Company’s foreign exchange
risk management policy is to selectively hedge net transaction exposures in major foreign currencies.

The carrying amounts of the Company’s unhedged foreign currency denominated monetary assets and monetary liabilities at the
end of the reporting period are as follows:
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
(H in lakhs) (Foreign (H in lakhs) (Foreign (H in lakhs) (Foreign
Currency In Currency In Currency In
Particulars lakhs) lakhs) lakhs)
Amount receivable
USD 54.71 0.84 - - 138.06 2.08
GBP 7.24 0.08 10.77 0.13 2.26 0.02
EURO 13.07 0.16 - - - -
Amount payable
USD 1138.86 17.47 44.02 0.68 66.06 1.00
GBP 0.75 0.01 0.40 * 0.12 *
EURO - - - - 2.75 0.04
* Amount is below the rounding off norms adopted by the Company

(iii) Foreign exchange risk sensitivity:

3% is the sensitivity rate used when reporting foreign currency risk and represents management’s assessment of the reasonably
possible change in foreign exchange rates. The sensitivity analysis includes only outstanding unhedged foreign currency
denominated monetary items and adjusts their translation at the period end for a 3% change in foreign currency rates. A positive
number below indicates an increase in profit and negative number below indicates a decrease in profit. Following is the analyze of
change in profit where the Indian Rupee strengthens and weakens by 3% against the relevant currency:
(H in lakhs)
For year ended March 31, 2018 As at March 31, 2017
Foreign currency 3% strengthen 3% weakening 3% strengthen 3% weakening
USD (32.52) 32.52 (1.32) 1.32
GBP 0.19 (0.19) 0.31 (0.31)
EURO 0.39 (0.39) - -

In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at
the end of the reporting period does not reflect the exposure during the year.

131
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
(iv) Forward foreign exchange contracts
The following table details the forward foreign currency contracts outstanding at the end of the reporting period:
As at the year end
Exposure to H in lakhs Foreign Currency
Currency buy / sell in lakhs
US Dollars
March 31, 2018 sell 5656.83 86.48
March 31, 2017 sell 5,233.40 80.70
April 1, 2016 sell 6,730.16 101.58
GBP
March 31, 2018 sell - -
March 31, 2017 sell - -
April 1, 2016 sell 37.23 0.39
EURO
March 31, 2018 sell 246.42 3.03
March 31, 2017 sell 18.61 0.27
April 1, 2016 sell 112.64 1.49
US Dollars
March 31, 2018 Buy 2,737.37 41.82
March 31, 2017 Buy 2,387.82 36.82
April 1, 2016 Buy 2,986.75 45.08
43.6 Other price risks
The Company is mainly exposed to the price risk due to its investments in equity instruments. The price risk arises due to uncertainties
about the future market values of these investments. Equity price risk is related to the change in market reference price of the investments
in equity securities. In general, these securities are not held for trading purposes. These investments are subject to changes in the market
price of securities.
In order to manage its price risk arising from investments in equity instruments, the Company maintains its portfolio in accordance with
the framework set by the Investment policy. Any new investment or divestment must be approved by the Board of Directors, Chief
Financial Officer and Management Committee.

Price Risk Sensitivity Analysis:

As an estimation of the approximate impact of price risk, with respect to investments in equity instruments, the Company has calculated
the impact as follows:
For equity instruments, a 10% increase in equity prices would have led to approximately an additional H537.03 lakhs gain in Statement
of Profit and Loss (March 31, 2017: H632.01 lakhs). A 10% decrease in equity prices would have led to an equal but opposite effect.

43.7 Credit risk

(i) Exposures to credit risk
The Company is exposed to credit risk, which is the risk that counterparty will default on its contractual obligation resulting in a
financial loss to the Company. The credit risk arises from its operating activities (i.e. primarily trade receivables), from its investing
activities including deposits with banks and financial institutions and other financial instruments.

(ii) Credit risk management

a) Trade receivable
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to H14,721.48
lakhs (March 31, 2017 - H 13,032.58 lakhs April 1, 2016 - H 13,989.44 lakhs).

Trade receivables are typically unsecured and are derived from revenue earned from customer Credit risk has always been
managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness
of customers to which the Company grants credit terms in the normal course of business.

132 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix
takes into account a continuing credit evaluation of our customers’ financial condition; ageing of trade accounts receivable
and the Company’s historical loss experience.
Trade receivables are written off when there is no reasonable expectation of recovery. The allowance for lifetime expected
credit loss on customer balances as at March 31, 2018 was H 142.83 lakhs (H 77.31 lakhs as at March 31, 2017;H 90.49 lakhs as at
April 1, 2016).
Movement in the credit loss allowance (H in lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Balance at the beginning 77.31 90.49
Movement in expected credit loss allowance on trade receivable calculated at 65.52 (13.18)
lifetime expected credit losses
Balance at the end 142.83 77.31
b) Cash and Cash Equivalent
Credit risk on cash and cash equivalents is limited as Company generally invest in deposits with banks and financial institutions
with high credit ratings assigned by international and domestic credit rating agencies.
c) Investment in Mutual Funds
Credit risk on investments in mutual fund is limited as Company invested in mutual funds issued by the financial institutions
with high credit ratings assigned by credit rating agencies.
43.8 Liquidity risk
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company’s approach
to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses..
(i) Liquidity risk tables
The Company maintained a cautious liquidity strategy, with a positive cash balance throughout the year ended March 31, 2018 and
March 31, 2017. Cash flow from operating activities provides the funds to service the financial liabilities on a day-to-day basis.
The Company regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet operational
needs. Any short term surplus cash generated, over and above the amount required for working capital management and other
operational requirements, is retained as cash and cash equivalents (to the extent required) and any excess is invested in interest
bearing term deposits and other highly marketable liquid investments with appropriate maturities to optimise the cash returns on
investments while ensuring sufficient liquidity to meet its liabilities.
(ii) Maturities of financial liabilities
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their
carrying balances as the impact of discounting is not significant. (H in lakhs)
Carrying Less than more than
Contractual maturities of financial liabilities amount 1 year 1 year Total
As at March 31, 2018
– Trade payable 9,173.11 9,173.11 - 9,173.11
– Other financial liabilities (other than derivative) 1,456.44 1,456.44 - 1,456.44
– Derivative liabilities (on net basis) 9.18 9.18 - 9.18
As at March 31, 2017
– Trade payable 7,604.84 7,604.84 - 7,604.84
– Other financial liabilities 1,364.47 1,364.47 - 1,364.47
– Derivative liabilities (on net basis) 73.13 73.13 - 73.13
As at April 1, 2016
– Borrowing 2,990.40 2,999.99 - 2,999.99
– Trade payable 7,593.98 7,593.98 - 7,593.98
– Other financial liabilities 1,234.94 1,234.94 - 1,234.94
– Derivative liabilities (on net basis) 80.96 80.96 - 80.96

133
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
44. SHARE BASED PAYMENTS
Details of the employee share based plan of the Company
Employee stock option scheme 2007 (“ESOS 2007”) - The Shareholders of the Company at their Annual General Meeting held on July
20,2007 had approved the issue of Stock Options to eligible employees and directors, including the Managing Director(s) and the Whole
Time Director(s) but excluding the promoters or persons belonging to the promoter group of the Company to the extent maximum
of 5% of issued and paid up share capital of the Company from time to time. Each option is exercisable into one fully paid-up Equity
Shares of H 2 each of the Company. These options are to be issued in one or more tranches and on such terms and conditions (including
exercise price, vesting period, exercise period etc.) as may be determined by the Nomination and Remuneration Committee (NRC) in
accordance with the provisions of the ESOS 2007, SEBI Regulations and in compliance with other applicable laws and regulations.The
stock options granted under ESOS 2007 shall be capable of being exercisable on vesting within 10 years from grant date.

Employee stock option scheme 2017 (“ESOS 2017”) - The Shareholders of the Company at their Annual General Meeting held on June
29,2017 had approved the issue of Stock Options to eligible employees and directors, including the Managing Director(s) and the Whole
Time Director(s) but excluding the promoters or persons belonging to the promoter group of the Company and its subsidairy companies
to the extent maximum of 5% of issued and paid up share capital of the Company from time to time. Each option is exercisable into one
fully paid-up Equity Shares of H 2 each of the Company. These options are to be issued in one or more tranches and on such terms and
conditions (including exercise price, vesting period, exercise period etc.) as may be determined by the Nomination and Remuneration
Committee (NRC) in accordance with the provisions of the ESOS 2017, SEBI Regulations and in compliance with other applicable laws
and regulations. The stock options granted under ESOS 2017 shall be capable of being exercisable on vesting within 10 years from grant
date.
(i) The following share-based payment arrangements were in existence during the current and prior years under the scheme:
Number of
Stock Options
Scheme Grant date Granted Vesting period Exercise Price (H)
ESOS 2007 July 28, 2007 1,11,000* 4 Years 74.84
July 28, 2007 40,000* 4 Years 81.49
April 28, 2014 4,33,500* 2 Years 78.00
June 29, 2015 1,50,115* 2 Years 194.80
October 24, 2016 56,075* 2 Years 554.40
ESOS 2017 March 19, 2018 58,830 2 Years 780.00
*Adjusted to corporate actions (refer note 40.1)

134 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
(ii) The following reconciles the Stock Options outstanding at the beginning and end of the period:
Year ended March 31, 2018 Year ended March 31, 2017
Weighted Weighted
Number of average exercise Number of average exercise
Scheme stock option price (H) stock option price (H)
Balance at beginning of year
ESOS 2007 5,90,010 154.02 5,65,535 108.59
ESOS 2017 - - - -
Granted during the year
ESOS 2007 - - 56,075 554.40
ESOS 2017 58,830 780.00 - -
Exercised during the year
ESOS 2007 3,94,325 78.98 20,000 81.40
ESOS 2017 - - - -
Expired during the year
ESOS 2007 (1,925) 554.40 (11,600) 133.62
ESOS 2017 (130) 780.00 - -
Balance at the end year
ESOS 2007 1,93,760 295.60 5,90,010 154.02
ESOS 2017 58,700 780.00 - -

(iii) Share options outstanding at the end of the year have the following expiry date and exercise prices:

Exercise price Share options Share options Share options

Grant Date Expiry Date (`) March 31, 2018 March 31, 2017 April 1, 2016
July 28, 2007 July 27, 2017 81.49 - - 20,000
April 28, 2014 April 27, 2024 78.00 - 3,91,000 3,98,000
June 29, 2015 June 28, 2025 194.80 1,39,910 1,43,235 1,47,535
October 24, 2016 October 23, 2026 554.40 53,850 55,775 -
March 19, 2018 March 18, 2028 780.00 58,700 - -

(iv) Stock Options granted during the period were fair valued using a Black Scholes option pricing model. Expected volatility is based
on the historical share price volatility over the past 1 year:
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Inputs into the model
Expected volatility (%) 38.63% 39.68%
Option life (Years) 4 7
Dividend yield (%) 1.11% 3.82%
Risk-free interest rate 7.65% 6.83%
Expenses arising from employee share based payment transaction recognised in the Statement of Profit and Loss as part of
employee benefit expense for the year ended March 31. 2018 is H 64.02 lakhs (March 31, 2017 H 104.71 lakhs). Also refer note 34.

135
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
45. RELATED PARTY TRANSACTIONS
Following are the name and relationship of related parties with which Company have transactions/ balances:
a. Enterprises over which key management personnel and their relatives are able to exercise significant influence
Mafatlal Industries Limited (upto August 19, 2016)
NOCIL Limited (upto August 19, 2016)
Arvind Mafatlal Foundation Trust
Sri Sadguru Seva Sangh Trust
Seth Navinchandra Mafatlal Foundation Trust

b. Entity over which Company has joint control (i.e. joint venture)
Swarnim Gujarat Fluorspar Private Limited, India
Convergence Chemicals Private Limited, India

c. Entities over which Company has control

(i) Subsidiaries:
Sulakshana Securities Limited, India
Manchester Organics Limited, United Kingdom
Navin Fluorine (Shanghai) Co. Limited, China
NFIL (UK) Limited, United Kingdom
(ii) Step-down Subsidiaries:
NFIL USA, Inc., United State of America

d. Associate:
Urvija Associates, India - a partnership firm where the Company is a partner

e. Key Management personnel

Shri Hrishikesh A. Mafatlal (upto August 19, 2016)
Shri Vishad P Mafatlal (Executive Director w.e.f. August 19, 2016)
Shri Shekhar S. Khanolkar - Managing Director
Shri T.M.M. Nambiar - Independent Non-Executive Director
Shri P.N.Kapadia - Independent Non-Executive Director
Shri S.S.Lalbhai - Independent Non-Executive Director
Shri S.M.Kulkarni - Independent Non-Executive Director
Shri S.G.Mankad - Independent Non-Executive Director
Shri H.H.Engineer - Independent Non-Executive Director
Shri A.K.Srivastava - Independent Non-Executive Director
Smt R.V.Haribhakti - Independent Non- Executive Director

45.1 Disclosures in respect of significant transactions with related parties during the year:
(H in Lakhs)
Year ended Year ended
Transactions March 31, 2018 March 31, 2017
Sale of finished goods
NOCIL Limited - 0.81
Convergence Chemicals Private Limited 238.69 -
Manchester Organics Limited 66.68 165.24
Sale of Business Unit
Convergence Chemicals Private Limited 15,449.98 -

136 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
(H in Lakhs)
Year ended Year ended
Transactions March 31, 2018 March 31, 2017
Other Income
Convergence Chemicals Private Limited 85.19 -
Dividend Income
Mafatlal Industries Limited - 53.24
NOCIL Limited - 82.20
Manchester Organics Limited - 234.49
Rental income
NOCIL Limited - 62.40
Convergence Chemicals Private Limited 0.29 -
Interest Income and Guarantee Commission
Convergence Chemicals Private Limited 364.48 293.25
Sulakshana Securities Limited 96.48 99.21
Purchase of raw materials
Manchester Organics Limited 52.17 114.33
Rent paid, including lease rentals
Sulakshana Securities Limited 108.48 45.20
Reimbursement of expenses paid
Mafatlal Industries Limited - 28.99
Property Maintenance Expenses
Mafatlal Industries Limited - 12.36
Advance / Loan given to
Convergence Chemicals Private Limited 325.00 -
Deposit given to
Sulakshana Securities Limited - 1.00
Reimbursement of expenses recovered
Sulakshana Securities Limited 93.75 87.90
Manchester Organics Limited 396.56 173.75
Purchase of Investment in equity shares
Navin Fluorine (Shanghai) Co. Ltd. 130.09 -
NFIL (UK) Ltd. 1,458.99 789.13
Sale of Investment in equity shares
Mafatlal Industries Limited - 615.40
NOCIL Limited - 493.58
Repayment of advances / Reimbursement of expenses from
Sulakshana Securities Limited 329.75 192.90
Convergence Chemicals Private Limited 785.05 654.96
Share of loss in a partnership firm
Urvija Associates 0.15 0.12
Capital contribution in a partnership firm
(Urvija Associates)
- current 0.15 0.12

137
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
(H in Lakhs)
Year ended Year ended
Transactions March 31, 2018 March 31, 2017
Donation
Sri Sadguru Seva Sangh Trust 110.00 60.00
Arvind Mafatlal Foundation Trust - 100.00
Managerial remuneration
Shri Hrishikesh A. Mafatlal - 236.08
Shri Vishad P.Mafatlal 565.17 269.16
Shri Shekhar S. Khanolkar 660.41 347.01
Director Sitting fees and Commission
Shri Vishad P. Mafatlal - 1.75
Shri T.M.M. Nambiar 21.60 * 18.30
Shri P. N. Kapadia 21.60 * 17.95
Shri S. S. Lalbhai 21.95 * 17.60
Shri S. M. Kulkarni 21.95 * 18.30
Shri S. G. Mankad 19.85 * 15.50
Shri H.H.Engineer 19.85 * 15.50
Shri A.K.Srivastava 19.85 * 15.50
Smt R.V.Haribhakti 19.50 * 15.85
* Commission payable to Independent, Non-executive directors of H 128.00 lakhs for the year ended March 31. 2018 is subject to
approval of shareholders.

Disclosures of closing balances:

As at As at As at
Transactions March 31, 2018 March 31, 2017 April 1, 2016
Amounts due to
Mafatlal Industries Limited - - 6.10
NOCIL Limited - 1.49 1.49
Manchester Organics Limited 29.29 191.53 -
Convergence Chemicals Private Limited 553.25 12,720.50 -
Amount due to Directors
Shri Hrishikesh A. Mafatlal - 90.37 188.00
Shri Vishad P.Mafatlal 329.00 150.63 9.00
Shri Shekhar S. Khanolkar 126.43 92.70 58.30
Shri T.M.M. Nambiar 16.00 12.00 9.00
Shri P. N. Kapadia 16.00 12.00 9.00
Shri S. S. Lalbhai 16.00 12.00 9.00
Shri S. M. Kulkarni 16.00 12.00 9.00
Shri S. G. Mankad 16.00 12.00 9.00
Shri H.H.Engineer 16.00 12.00 9.00
Shri A.K.Srivastava 16.00 12.00 9.00
Smt R.V.Haribhakti 16.00 12.00 9.00

138 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
Disclosures of closing balances: (H in Lakhs)
As at As at As at
Transactions March 31, 2018 March 31, 2017 April 1, 2016
Amounts due from
Manchester Organics Limited 35.51 12.07 10.12
Mafatlal Industries Limited - 0.03 0.09
Urvija Associates 1.58 1.74 1.86
Sulakshana Securities Limited 1,049.16 1,188.68 1,202.84
NFIL (UK) Ltd. 37.51 37.51 37.51
Convergence Chemicals Private Limited 976.57 - 275.34
Corporate Guarantee given
NFIL (UK) Ltd. 2,952.88 2,588.88 3,055.12
Convergence Chemicals Private Limited 4,900.00 4,900.00 -

Terms and Condition:

1. Sales
The sales to related parties are in the ordinary course of business. Sales transactions are based on prevailing price lists. For the year
ended March 31, 2018, the Company has not recorded any loss allowances for trade receivables from related parties.

2. Purchases
The purchases from related parties are in the ordinary course of business. Purchase transactions are based on normal commercial
terms and conditions and at market rates.

3. Loan to Wholly Owned Subsidiary

Company had give interest free loan to Sulakshna Securities Limited (SSL) pursuant to the sanctioned scheme of rehabilitation.
Amount lying as at March 31, 2018 is H 1,669.00 lakhs (March 31, 2017:H 1,905.00 lakhs; March 31, 2016: H 2,010.00 lakhs). Under Ind
AS 109 ‘ Financial Instruments’ the same has been fair valued. Accordingly, H 815.55 lakhs has been disclosed as Investment in equity
of SSL and H 1,049.16 lakhs as loans to SSL as at March 31, 2018 (March 31, 2017: H 815.55 lakhs and H1188.68; April 1, 2016: H 815.55
lakhs and H1,202.84 lakhs).

4. Loan to Joint Venture Company

The Company has given loan to Convergence Chemicals Private Limited (CCPL) for working capital requirement. The loan balances
as at March 31, 2018 was H 325.00 lakhs.These loans are unsecured and carry an interest rate of 14% and repayable on demand.

5. Guarantees to subsidiary and joint venture company

Guarantees provided to the lenders of the subsidiary and joint venture company are for availing term loans from the lender banks.

46. CAPITAL AND OTHER COMMITMENTS (H in Lakhs)

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
I Capital commitments for Property, Plant and Equipment:
Estimated amount of contracts remaining to be executed on capital account and 474.02 894.51 439.96
not provided for
II Other commitments:
Estimated amount of obligation on account of non-fulfillment of export 324.11 92.29 47.90
commitments under various advance licenses

139
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
47. CONTINGENT LIABILITIES (H in Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Claims against the Company not acknowledged as debts
a. Income tax matters 935.92 2,005.47 1,881.36
b. Excise duty matters 102.05 231.34 268.13
c. Sales-tax matters 128.56 128.56 136.63
d. Employee related matters 7.00 7.00 7.00
e. Corporate guarantee for debt availed by Subsidiary and Joint Venture Company 7,852.88 7,488.88 3,055.12
f. Other Bank guarantees 15.11 15.11 15.11
Note : It is not practicable for the Company to estimate the closure of these issues and the consequential timings of cash flows, if any, in
respect of the above.

48. RESEARCH AND DEVELOPMENT EXPENDITURE

The details of research and development expenditure of H 1,787.68 lakhs (as at March 31, 2017 H 1,427.54 lakhs) included in the figures
reported under notes 5 and 32 to 37 are as under:
(H in Lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Capital Expenditure 206.98 32.71
Revenue Expenditure 1,580.70 1,394.83
1,787.68 1,427.54
The details of revenue expenditure incurred on research and development are as under :
Salaries / Wages 814.01 691.25
Material / Consumable / Spares 291.74 309.35
Utilities 131.41 125.23
Other expenditure 186.69 111.93
Depreciation 156.85 157.07
1,580.70 1,394.83

49. Mafatlal Industries Limited was executing a project in Iraq when hostilities broke out between Iraq and Kuwait in 1990-91, resulting in
suspension of project work. In view of the post war sanctions imposed by the United Nations and the Government of India, suspended
operations could not be resumed. The customer’s bankers had asked for extension of bank guarantees for advance payment and
performance and the State Bank of India (SBI), in turn, had claimed that the funds deposited with them in respect of the aforesaid project
are subject to lien which was subsequently released on alternate arrangements. In view of the continuing uncertain circumstances,
the receipts and payments under the contracts, transferred to the Company pursuant to the sanctioned scheme of Mafatlal Industries
Limited, continue to be carried forward and necessary adjustments would be made on the status of the project becoming clearer.

50. The Company’s business relating to manufacture and sale of Specialty Fluorochemicals at Dahej was transferred to Convergence
Chemicals Private Limited, a joint venture between the Company and Piramal Enterprise Limited, with effect from December 1, 2017, on
a going concern basis by way of slump sales together with all the identified assets, liabilities, consents, permissions, services of employees
etc. Revenue from operations of this Business till November 30, 2017 was H 5,568.28 lakhs, which are included in the Statement of Profit
and Loss.

140 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
51. FIRST-TIME ADOPTION OF IND-AS
This is the Company’s first financial statements prepared in accordance with Ind AS.

The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended March 31, 2018,
the comparative information presented in these financial statements for the year ended March 31, 2017 and in the preparation of an
opening Ind AS balance sheet as at April 1, 2016 (the date of transition). In preparing its opening Ind AS balance sheet, the company has
adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under
Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP).
An explanation of how the transition from previous GAAP to Ind AS has affected the company’s financial position, financial performance
and cash flows is set out in the following tables and notes..

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous
GAAP to Ind AS.

Ind AS Optional exemptions

(i) Business Combination
The Company has elected not to apply Ind AS 103 Business Combinations retrospectively for all the business combinations
occurred before the transition date i.e. April 1, 2016.

(ii) Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment,
Intangible assets and investment properties as recognised in the financial statements as at the date of transition to Ind AS,
measured as per the previous GAAP and use that as its deemed cost as at the date of transition.

Accordingly, the Company has elected to measure all of its property, plant and equipment, intangible assets and investment
properties at their previous GAAP carrying value.

(iii) Investments in subsidiary companies and joint venture companies

Ind AS 101 permits a first-time adopter to measure it’s investment, at the date of transition, at cost determined in accordance
with Ind AS 27, or deemed cost. The deemed cost of such investment shall be it’s fair value at date of transition to Ind AS of the
Company, or previous GAAP carrying amount at that date. The Company has elected to measure its investment in subsidiary
companies, associate company and joint venture companies at previous GAAP carrying amount as its deemed cost on the
transition date except for one subsidiary company which is measured at fair value at the date of transition to Ind AS.

(iv) Share-based payments

The Company has elected not to apply Ind AS 102 Share-Based Payment, to equity instruments that vested prior to the date of
transition to Ind AS.

Ind AS mandatory exception

(i) Estimates
The entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made
for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless
there is objective evidence that those estimates were in error.

Upon an assessment of the estimates made under previous GAAP, the Company has concluded that there was no necessity to
revise such estimates under Ind AS, except where estimates were required by Ind AS and not required by previous GAAP.

(ii) Classification and measurement of financial asset

Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of facts and circumstances
that exist at the date of transition to Ind AS.

141
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
51.1 Reconciliation of total equity as at March 31, 2017 and April 1, 2016 (H in Lakhs)
As at As at
Particulars Notes March 31, 2017 April 1, 2016
Total equity (shareholder’s funds) under previous GAAP 74,804.50 63,353.88
Ind AS adjustments
- Measurement of investments at fair value A 6,138.25 6,368.96
- Measurement of investment in a subsidiary at fair value B (113.92) (113.92)
- Reversal of provision for proposed dividend including tax thereon E - 1,295.77
- Others H 62.95 (26.73)
- Recognition of deferred taxes in accordance with Ind AS I 1,460.31 1,423.79
Total adjustment to equity 7,547.59 8,947.87
Total equity (shareholder’s funds) under Ind AS 82,352.09 72,301.75

51.2 Reconciliation of total comprehensive income for the year ended March 31, 2017:
(H in Lakhs)
For the year ended
Particulars Notes March 31, 2017
Profit as per previous GAAP 13,401.50
Adjustments :
- Measurement of investments at fair value A (230.71)
- Share based payment costs recognised based on fair value method F (104.71)
- Remeasurement of defined benefit obligation recognised in other comprehensive income under G 72.43
Ind AS, net of taxes
- Others C,D,H 89.87
- Recognition of deferred taxes in accordance with Ind AS I 36.52
Total adjustment to profit or loss (136.60)
Profit or loss under Ind AS 13,264.90
Other comprehensive income under Ind AS, net of tax (72.43)
Total comprehensive income under Ind ASs 13,192.47
Note: Total comprehensive income was not reported under previous GAAP. Therefore the reconciliation starts with net profit under previous
GAAP.

51.3 Effect of Ind AS adoption on the statement of cash flows for the year ended March 31, 2017:
There is no changes in net cash flow from each activity i.e. operating, investing and financing on account of application of Ind AS.

Notes to Reconciliation
A. Fair valuation of investments in Equity instruments and mutual funds
Under previous GAAP, investments in equity instruments and mutual funds were classified as non-current investments or current
investments based on the intended holding period and realisability. Non-current investments were carried at cost less provision
for other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair value.
Under Ind AS, Fair value changes with respect to investments in equity instruments/mutual funds have been recognised in retained
earnings as at the date of transition and subsequently in the Statement of Profit and Loss.

B. Fair valuation of investments in subsidiaries

The Company has considered fair value of an investment in a subsidiary as its deemed cost as at transition date. This has resulted in
reduction of equity and investments by H 113.92 lakhs as at April 1, 2016.

C. Forward Exchange Forward Contracts

Under previous GAAP, foreign currency forward contract has been accounted by amortising the forward premium/ discount. Under

142 l ANNUAL REPORT 2017-18

Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
Ind AS, these derivative instruments are measured at fair value at each reporting date with changes in the fair value is recognised in
the Statement of Profit and Loss.

D. Security Deposits
Under the previous GAAP, interest free lease security deposits (that are refundable in cash) are recorded at their transaction value.
Under Ind AS, all financial assets are required to be recognised at fair value on initial recognition. Accordingly, the Company has fair
valued these security deposits under Ind AS. Difference between the fair value and transaction value of the security deposit has
been recognised as prepaid rent.

E. Proposed dividend
Under previous GAAP, dividends proposed by the Board of Directors after the Balance Sheet date, but before the approval of
the Financial Statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognised as a
liability. Under Ind AS, such dividends are recognised when the same is approved by the Shareholders in the General Meeting.

F. Employee stock option expense

Under the previous GAAP, the cost of equity-settled employee share-based plan were recognised using the intrinsic value method.
Under Ind AS, the cost of equity settled share-based plan is recognised based on the fair value of the options as at the grant
date.

G. Remeasurements of post-employment benefit obligations

Under Ind AS, remeasurements that is actuarial gains and losses and the return on plan assets, excluding amounts included in the
net interest expense on the net defined benefit liability are recognised in Other Comprehensive Income instead of Statement of
Profit or Loss. Under previous GAAP, these remeasurements were forming part of the Statement of Profit and Loss for the year.

H. Loan to wholly owned subsidiary

Under previous GAAP, loans given to wholly owned subsidiary were long-term in nature and measured at cost. Ind AS 109 ‘Financial
Instruments’ requires all financial instruments to be measured on initial recognition at fair value. On initial recognition the fair value
of loans to wholly owned subsidiary has been estimated by discounting the future loan repayments using the rate the borrower
may pay to an unrelated lender for a loan. Accordingly, the difference between the transaction amount and its fair value at the date
of transaction has been recorded as an investment in equity of the related entity. Subsequently, the loan is measured at amortised
cost using effective interest rate method at each balance sheet date.

I. Deferred tax
Current tax/Deferred tax have been recognised on the adjustments made on transition to Ind AS. MAT credit entitlement as per
previous GAAP is reclassified under deferred tax assets.

Other explanatory notes not impacting total equity or profit

Other Comprehensive Income
Under Ind AS, all items of income and expense recognised in a period should be included in the Statement of Profit and Loss for the
period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in the Statement of
Profit and Loss but are shown in the Profit and Loss as ‘other comprehensive income’ includes remeasurements of defined benefit
plans. The concept of other comprehensive income did not exist under previous GAAP.

Excise Duty
Under the previous GAAP, revenue from sale of products was presented exclusive of excise duty. Under Ind AS, revenue from sale of
goods is presented inclusive of excise duty. The excise duty paid is presented on face of the Statement of Profit and Loss.

Discounts and Commission

Under the previous GAAP, cash discount and other trade offers and incentives were forming part of other expenses. Under Ind AS,
the same has been netted off against revenue.

143
Notes to the Standalone Financial Statements as at and for the year ended March 31, 2018
52. The Board of Directors has recommended final dividend of ` 3.60 per share of the face value of ` 2/- each (180%) and a special dividend
of ` 3.00 per share of the face value of ` 2/- each (150%), on completion of 50 years of business, subject to approval by the members at
the forthcoming Annual general Meeting of the Company.

53. The Ministry of Corporate Affairs (MCA) in its notification dated March 30, 2017 amended Schedule III to the Companies Act, requiring
companies to provide the following disclosure in the financial statements in respect of Specified Bank Notes (SBN) held and transacted
during the period November 8, 2016 to December 30, 2016:
(H in Lakhs)
Other
denomination
Particulars SBNs notes Total
Closing cash in hand as on November 8, 2016 8.91 0.78 9.69
(+) Permitted receipts - 36.75 36.75
(-) Permitted payments - (22.28) (22.28)
(-) Amount deposited in Banks (8.91) - (8.91)
Closing cash in hand as on December 30, 2016 - 15.25 15.25

54. Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year’s classifications /
disclosures

In terms of our report attached

For Price Waterhouse Chartered Accountant LLP
Firm Registration No. 012754N/N500016

}
Jeetendra Mirchandani V. P. Mafatlal S. S. Khanolkar T. M. M. Nambiar R. V. Haribhakti
Partner Chairman Managing Director S. S. Lalbhai A. K. Srivastava
Directors
Membeship No. 48125 P. N. Kapadia S. G. Mankad
N. B. Mankad Sitendu Nagchaudhuri S. M. Kulkarni H. H. Engineer
Mumbai, May 9, 2018 Company Secretary Chief Financial Officer

144 l ANNUAL REPORT 2017-18

Independent Auditors’ Report
To
The Members of
Navin Fluorine International Limited

Report on the Consolidated Indian Accounting Standards (Ind are reasonable and prudent; and the design, implementation
AS) Financial Statements and maintenance of adequate internal financial controls,
1. We have audited the accompanying consolidated Ind AS that were operating effectively for ensuring the accuracy
financial statements of Navin Fluorine International Limited and completeness of the accounting records, relevant to
(“hereinafter referred to as the Holding Company”) and its the preparation and presentation of the financial statements
subsidiaries [the Holding Company, its subsidiaries (including that give a true and fair view and are free from material
a step down subsidiary) together referred to as “the Group”], misstatement, whether due to fraud or error, which has been
its associate and joint ventures; (refer Note 1B to the attached used for the purpose of preparation of the consolidated Ind AS
consolidated Ind AS financial statements), comprising of financial statements by the Directors of the Holding Company,
the consolidated Balance Sheet as at March 31, 2018, the as aforesaid.
consolidated Statement of Profit and Loss (including Other Auditors’ Responsibility
Comprehensive Income), the consolidated Cash Flow 3. Our responsibility is to express an opinion on these
Statement for the year then ended and the consolidated consolidated Ind AS financial statements based on our audit.
Statement of Changes in Equity for the year then ended, While conducting the audit, we have taken into account the
and a summary of significant accounting policies and other provisions of the Act and the Rules made thereunder including
explanatory information prepared based on the relevant the Accounting Standards and matters which are required to
records (hereinafter referred to as “the Consolidated Ind AS be included in the audit report.
Financial Statements”).
4. We conducted our audit of the consolidated Ind AS financial
Management’s Responsibility for the Consolidated Ind AS statements in accordance with the Standards on Auditing
Financial Statements specified under Section 143(10) of the Act and other
2. The Holding Company’s Board of Directors is responsible applicable authoritative pronouncements issued by the
for the preparation of these consolidated Ind AS financial Institute of Chartered Accountants of India. Those Standards
statements in terms of the requirements of the Companies Act, and pronouncements require that we comply with ethical
2013 (hereinafter referred to as “the Act”) that give a true and requirements and plan and perform the audit to obtain
fair view of the consolidated financial position, consolidated reasonable assurance about whether the consolidated Ind AS
financial performance, consolidated cash flows and changes in financial statements are free from material misstatement.
equity of the Group including its associates and joint ventures
5. An audit involves performing procedures to obtain audit
in accordance with accounting principles generally accepted
evidence about the amounts and disclosures in the
in India including the Indian Accounting Standards specified
consolidated Ind AS financial statements. The procedures
in the Companies (Indian Accounting Standards) Rules, 2015
selected depend on the auditors’ judgement, including
(as amended) under Section 133 of the Act. The Holding
the assessment of the risks of material misstatement of the
Company’s Board of Directors is also responsible for ensuring
consolidated Ind AS financial statements, whether due to
accuracy of records including financial information considered fraud or error. In making those risk assessments, the auditor
necessary for the preparation of consolidated Ind AS financial considers internal financial control relevant to the Holding
statements. The respective Board of Directors of the companies Company’s preparation of the consolidated Ind AS financial
included in the Group and of its associate and joint ventures are statements that give a true and fair view, in order to design
responsible for maintenance of adequate accounting records audit procedures that are appropriate in the circumstances.
in accordance with the provisions of the Act for safeguarding An audit also includes evaluating the appropriateness of
the assets of the Group, and its associate and joint ventures the accounting policies used and the reasonableness of the
respectively and for preventing and detecting frauds and other accounting estimates made by the Holding Company’s Board
irregularities; the selection and application of appropriate of Directors, as well as evaluating the overall presentation of
accounting policies; making judgements and estimates that the consolidated Ind AS financial statements.

145
6. We believe that the audit evidence obtained by us and the reflect total assets of ` 0.14 lakhs and net assets of ` 0.07 lakhs as
audit evidence obtained by the other auditors in terms of their at March 31, 2018, total revenue, total comprehensive income
reports referred to in sub-paragraph 8 and 10 of the Other (comprising of profit and other comprehensive income) of
Matters paragraph below, other than the unaudited financial ` Nil and net cash flows amounting to ` 0.7 lakhs for the year
information as certified by the management and referred to ended on that date, as considered in the consolidated Ind AS
in sub-paragraph 9 of the Other Matters paragraph below, financial statements. These financial information are unaudited
is sufficient and appropriate to provide a basis for our audit and have been furnished to us by the Management, and
opinion on the consolidated Ind AS financial statements. our opinion on the consolidated Ind AS financial statements
insofar as it relates to the amounts and disclosures included
Opinion
in respect of this step down subsidiary and our report in
7. In our opinion and to the best of our information and according
terms of sub-section (3) of Section 143 of the Act insofar as it
to the explanations given to us, the aforesaid consolidated Ind
relates to the aforesaid step down subsidiary, is based solely
AS financial statements give the information required by the
on such unaudited financial information. In our opinion and
Act in the manner so required and give a true and fair view in
according to the information and explanations given to us by
conformity with the accounting principles generally accepted
the Management, these financial information are not material
in India of the consolidated state of affairs of the Group, its
to the Group.
associate and joint ventures as at March 31, 2018, and their
consolidated total comprehensive income (comprising of 10. The financial statements of three subsidiaries located outside
consolidated profit and consolidated other comprehensive India, included in the consolidated financial statements, which
income), their consolidated cash flows and consolidated constitute total assets of ` 10,622.73 lakhs and net assets of
changes in equity for the year ended on that date. ` 7,919.92 lakhs as at March 31, 2018, total revenue of
` 4,047.67 lakhs, total comprehensive income (comprising of
Other Matter
profit and other comprehensive income) of ` 85.67 lakhs and
8. We did not audit the financial statements of one subsidiary
net cash flows amounting to ` 264.32 lakhs for the year then
whose financial statements reflect total assets of ` 2,642.25
ended, have been prepared in accordance with accounting
lakhs and net assets of ` 270.86 lakhs as at March 31, 2018,
principles generally accepted in their respective countries and
total revenue of ` 393.63 lakhs, total comprehensive income
have been audited by other auditors under generally accepted
(comprising of net profit and other comprehensive income)
auditing standards applicable in their respective countries.
of ` 188.37 lakhs and net cash flows amounting to ` 1.92
The Company’s management has converted the financial
lakhs for the year ended on that date, as considered in the
statements of such subsidiaries located outside India from the
consolidated Ind AS financial statements. The consolidated
accounting principles generally accepted in their respective
Ind AS financial statements also include the Group’s share
countries to the accounting principles generally accepted in
of total comprehensive loss (comprising of loss and other
India. We have audited these conversion adjustments made
comprehensive loss) of ` 0.15 lakhs and ` 267.99 lakhs for the
by the Company’s management. Our opinion in so far as it
year ended March 31, 2018 as considered in the consolidated
relates to the balances and affairs of such subsidiaries located
Ind AS financial statements, in respect of one associate and
outside India is based on the report of other auditors and the
two joint ventures respectively, whose financial statements
conversion adjustments prepared by the management of the
have not been audited by us. These financial statements of
Company and audited by us.
subsidiary, associate and joint ventures have been audited by
other auditors whose reports have been furnished to us by Our opinion on the consolidated Ind AS financial statements
the Management, and our opinion on the consolidated Ind and our report on Other Legal and Regulatory Requirements
AS financial statements insofar as it relates to the amounts and below, is not modified in respect of the above matters with
disclosures included in respect of these subsidiary, associate respect to our reliance on the work done and the reports of
and joint ventures and our report in terms of sub-section (3) the other auditors and the financial information certified by the
of Section 143 of the Act insofar as it relates to the aforesaid Management.
subsidiary, associate and joint ventures is based solely on the
11. The comparative financial information of the Group for the
reports of the other auditors.
year ended March 31, 2017 and the transition date opening
9. We did not audit the financial information of one step down balance sheet as at April 1, 2016 included in these consolidated
subsidiary located outside India whose financial information Ind AS financial statements, are based on the previously issued

146 l ANNUAL REPORT 2017-18

 statutory financial statements for the years ended March 31, from being appointed as a director in terms of Section 164
2017 and March 31, 2016 prepared in accordance with the (2) of the Act.
Companies (Accounting Standards) Rules, 2006 (as amended)
(f ) With respect to the adequacy of the internal financial
which were audited by the predecessor auditor, who expressed
controls with reference to financial statements of the
an unmodified opinion vide reports dated April 28, 2017 and
Holding Company, its subsidiary companies, associate
April 30, 2016 respectively. The adjustments to those financial
and joint ventures incorporated in India and the operating
statements for the differences in accounting principles adopted
effectiveness of such controls, refer to our separate Report
by the Group on transition to the Ind AS have been audited by
in Annexure A.
us..
(g) With respect to the other matters to be included in
Report on Other Legal and Regulatory Requirements
the Auditors’ Report in accordance with Rule 11 of the
12. As required by Section143(3) of the Act, we report, to the extent
Companies (Audit and Auditors) Rules, 2014, in our
applicable, that:.
opinion and to the best of our information and according
(a) We have sought and obtained all the information and to the explanations given to us:
explanations which to the best of our knowledge and
i. The consolidated Ind AS financial statements disclose
belief were necessary for the purposes of our audit of the
the impact, if any, of pending litigations as at March
aforesaid consolidated Ind AS financial statements.
31, 2018 on the consolidated financial position of the
(b) In our opinion, proper books of account as required by Group, its associate and joint ventures– Refer Note 47
law maintained by the Holding Company, its subsidiaries to the consolidated Ind AS financial statements.
included in the Group, associate and joint ventures
ii. The Group, its associate and joint ventures have long-
incorporated in India including relevant records relating to
term contracts as at March 31, 2018 for which there
preparation of the aforesaid consolidated Ind AS financial
were no material foreseeable losses. The Group, its
statements have been kept so far as it appears from our
associate and joint ventures did not have any long
examination of those books and records of the Holding
term derivative contracts as at March 31, 2018.
Company and the reports of the other auditors.
iii. As explained in Note 27 to the consolidated Ind AS
(c) The Consolidated Balance Sheet, the Consolidated
financial statements, during the year ended March
Statement of Profit and Loss (including other
31, 2018, there has been a delay in transferring
comprehensive income), Consolidated Cash Flow
amount of Rs. 9.16 lakhs to the Investor Education
Statement and the Consolidated Statement of Changes
and Protection Fund by the Holding Company.
in Equity dealt with by this Report are in agreement with
There were no amounts which were required to be
the relevant books of account maintained by the Holding
transferred to the Investor Education and Protection
Company, its subsidiaries included in the Group, associate
Fund by subsidiary companies, associate and joint
and joint ventures incorporated in India including relevant
ventures incorporated in India during the year ended
records relating to the preparation of the consolidated Ind
March 31, 2018.
AS financial statements.
iv. The reporting on disclosures relating to Specified
(d) In our opinion, the aforesaid consolidated Ind AS financial
Bank Notes is not applicable to the Group, its associate
statements comply with the Indian Accounting Standards
and joint ventures for the year ended March 31, 2018.
specified under Section 133 of the Act.

(e) On the basis of the written representations received

from the directors of the Holding Company as on March For Price Waterhouse Chartered Accountants LLP
31, 2018 taken on record by the Board of Directors of Firm Registration Number: 012754N/ N-500016
the Holding Company and the reports of the statutory
auditors of its subsidiary companies, associate and joint
ventures incorporated in India, none of the directors of Jeetendra Mirchandani
the Group companies, its associate and joint ventures Mumbai Partner
incorporated in India is disqualified as on March 31, 2018 May 9, 2018 Membership Number 48125

147
Annexure A to Independent Auditors’ Report
Referred to in paragraph 11(f ) of the Independent Auditors’ Report of even date to the members of Navin Fluorine International Limited
on the consolidated Ind AS financial statements for the year ended March 31, 2018

Report on the Internal Financial Controls with reference to extent applicable to an audit of internal financial controls, both
financial statements under Clause (i) of Sub-section 3 of Section applicable to an audit of internal financial controls and both
143 of the Act issued by the ICAI. Those Standards and the Guidance Note
1. In conjunction with our audit of the consolidated financial require that we comply with ethical requirements and plan
statements of the Company as of and for the year ended March and perform the audit to obtain reasonable assurance about
31, 2018, we have audited the internal financial controls with whether adequate internal financial controls with reference
reference to financial statements of Navin Fluorine International to financial statements was established and maintained and if
Limited (hereinafter referred to as “the Holding Company”) and such controls operated effectively in all material respects.
its subsidiary company and joint venture companies, which are 4. Our audit involves performing procedures to obtain audit
companies incorporated in India, as of that date. evidence about the adequacy of the internal financial controls
Management’s Responsibility for Internal Financial Controls system with reference to financial statements and their
2. The respective Board of Directors of the Holding company, its operating effectiveness. Our audit of internal financial controls
subsidiary company and joint venture companies, to whom with reference to financial statements included obtaining an
reporting under clause (i) of sub section 3 of Section 143 of understanding of internal financial controls with reference to
the Act in respect of the adequacy of the internal financial financial statements, assessing the risk that a material weakness
controls with reference to financial statements is applicable, exists, and testing and evaluating the design and operating
which are companies incorporated in India, are responsible for effectiveness of internal control based on the assessed risk.
establishing and maintaining internal financial controls based The procedures selected depend on the auditor’s judgement,
on internal control over financial reporting criteria established including the assessment of the risks of material misstatement
by the Company considering the essential components of of the financial statements, whether due to fraud or error.
internal control stated in the Guidance Note on Audit of 5. We believe that the audit evidence we have obtained and
Internal Financial Controls Over Financial Reporting issued the audit evidence obtained by the other auditors in terms of
by the “Institute of Chartered Accountants of India (ICAI)”. their reports referred to in the Other Matters paragraph below,
These responsibilities include the design, implementation is sufficient and appropriate to provide a basis for our audit
and maintenance of adequate internal financial controls opinion on the Company’s internal financial controls system
that were operating effectively for ensuring the orderly and with reference to financial statements.
efficient conduct of its business, including adherence to the
Meaning of Internal Financial Controls with reference to financial
respective company’s policies, the safeguarding of its assets,
statements
the prevention and detection of frauds and errors, the accuracy
6. A company’s internal financial control with reference to financial
and completeness of the accounting records, and the timely
statements is a process designed to provide reasonable
preparation of reliable financial information, as required under
assurance regarding the reliability of financial reporting and
the Act.
the preparation of financial statements for external purposes in
Auditors’ Responsibility accordance with generally accepted accounting principles. A
3. Our responsibility is to express an opinion on the Company’s company’s internal financial control with reference to financial
internal financial controls with reference to financial statements statements includes those policies and procedures that (1)
based on our audit. We conducted our audit in accordance pertain to the maintenance of records that, in reasonable detail,
with the Guidance Note on Audit of Internal Financial Controls accurately and fairly reflect the transactions and dispositions of
Over Financial Reporting (the “Guidance Note”) issued by the the assets of the company; (2) provide reasonable assurance that
ICAI and the Standards on Auditing deemed to be prescribed transactions are recorded as necessary to permit preparation
under section 143(10) of the Companies Act, 2013, to the of financial statements in accordance with generally accepted

148 l ANNUAL REPORT 2017-18

 accounting principles, and that receipts and expenditures statements and such internal financial controls with reference
of the company are being made only in accordance with to financial statements were operating effectively as at March
authorisations of management and directors of the company; 31, 2018, based on the internal control with reference to
and (3) provide reasonable assurance regarding prevention or financial statements criteria established by the Company
timely detection of unauthorised acquisition, use or disposition considering the essential components of internal control stated
of the company’s assets that could have a material effect on the in the Guidance Note on Audit of Internal Financial Controls
financial statements. Over Financial Reporting issued by the Institute of Chartered
Accountants of India.
Inherent Limitations of Internal Financial Controls with reference
to financial statements Other Matters
7. Because of the inherent limitations of internal financial 9. Our aforesaid reports under Section 143(3)(i) of the Act on
controls with reference to financial statements, including the the adequacy and operating effectiveness of the internal
possibility of collusion or improper management override of financial controls with reference to financial statements insofar
controls, material misstatements due to error or fraud may as it relates to one subsidiary company and 2 joint venture
occur and not be detected. Also, projections of any evaluation companies, which are companies incorporated in India, is
of the internal financial controls with reference to financial based on the corresponding reports of the auditors of such
statements to future periods are subject to the risk that the companies incorporated in India. Our opinion is not qualified
internal financial control with reference to financial statements in respect of this matter.
may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures
For Price Waterhouse Chartered Accountants LLP
may deteriorate.
Firm Registration Number: 012754N/ N-500016
Opinion
8. In our opinion, the Holding Company, its subsidiary
companies and joint venture companies, which are companies Jeetendra Mirchandani
incorporated in India, have, in all material respects, an adequate Mumbai Partner
internal financial controls system with reference to financial May 9, 2018 Membership Number 48125

149
Consolidated Balance Sheet as at March 31, 2018
(H in Lakhs)
As at As at As at
Particulars Notes March 31, 2018 March 31, 2017 April 1, 2016
ASSETS
Non-current assets
a. Property, plant and equipment 5A 28,183.54 41,497.43 27,239.27
b. Capital work-in-progress 5B 2,008.59 1,683.12 1,394.56
c. Investment properties 6 5,729.41 5,842.88 5,956.32
d. Goodwill 7 8,776.41 8,776.41 8,776.41
e. Other intangible assets 7 74.28 29.41 68.50
f. Investment accounted for using the equity method 8 3,150.19 3,418.18 3,453.70
g. Financial assets
i. Investments 9 18,923.15 6,611.89 13,076.27
ii. Loans 10 734.48 676.02 705.30
h. Non-current Income tax assets (net) 11 1,033.53 1,881.13 1,629.25
i. Other non-current assets 12 439.09 587.05 493.80
Total non-current assets 69,052.67 71,003.52 62,793.38
Current assets
a. Inventories 13 11,383.16 11,274.61 7,552.57
b. Financial assets
i. Investments 14 20,760.04 13,861.54 5,705.93
ii. Trade receivables 15 15,559.93 13,758.73 15,187.53
iii. Cash and cash equivalents 16A 1,838.79 2,426.56 1,449.42
iv. Bank balances other than (iii) above 16B 1,905.44 1,756.10 1,426.83
v. Loans 17 1,176.87 230.39 332.25
vi. Other financial assets 18 346.31 368.24 411.67
c. Other current assets 19 3,534.58 3,058.67 3,202.95
Total current assets 56,505.12 46,734.84 35,269.15
Total assets 1,25,557.79 1,17,738.36 98,062.53
EQUITY AND LIABILITIES
Equity
a. Equity share capital 20 986.87 979.00 978.58
b. Other equity 21 97,361.36 82,538.93 72,063.38
Total equity 98,348.23 83,517.93 73,041.96
Liabilities
Non-current liabilities
a. Financial Liabilities
i. Borrowings 22 421.84 1,109.52 2,182.17
b. Provisions 23 881.46 741.35 614.44
c. Deferred tax liabilities (Net) 23A 3,079.84 2,712.84 2,825.84
d. Other non-current liabilities 24 1,685.32 1,686.99 1,664.90
Total non-current liabilities 6,068.46 6,250.70 7,287.35
Current liabilities
a. Financial liabilities
i. Borrowings 25 843.68 742.24 2,990.40
ii. Trade payables 26 9,836.61 7,775.28 7,925.78
iii. Other financial liabilities 27 1,630.35 1,597.58 1,475.28
b. Provisions 28 201.99 171.50 153.31
c. Income tax liabilities (net) 11 3,480.29 1,290.61 356.44
d. Other current liabilities 29 5,148.18 16,392.52 4,832.01
Total current liabilities 21,141.10 27,969.73 17,733.22
Total liabilities 27,209.56 34,220.43 25,020.57
Total equity and liabilities 1,25,557.79 1,17,738.36 98,062.53
Significant Accounting Policies 2
The above Consolidated balance sheet should be read in conjunction with the accompanying notes
In terms of our report attached
For Price Waterhouse Chartered Accountants LLP
Firm Registration No. 012754N/N500016

}
Jeetendra Mirchandani V. P. Mafatlal S. S. Khanolkar T. M. M. Nambiar R. V. Haribhakti
Partner Chairman Managing Director S. S. Lalbhai A. K. Srivastava Directors
Membeship No. 48125 P. N. Kapadia S. G. Mankad
N. B. Mankad Sitendu Nagchaudhuri S. M. Kulkarni H. H. Engineer
Mumbai, May 9, 2018 Company Secretary Chief Financial Officer

150 l ANNUAL REPORT 2017-18

Consolidated Statement of Profit and Loss for the year ended March 31, 2018
(H in Lakhs)
For the year ended For the year ended
Particulars Notes March 31, 2018 March 31, 2017
INCOME
Revenue from operations 30 92534.34 78322.19
Other Income 31 9251.24 5583.54
Total Income 101,785.58 83,905.73
EXPENSES
Cost of materials consumed 32 38,370.74 34,691.00
Purchases of stock-in-trade 1,750.26 1,160.71
Changes in Inventories of finished goods, work in progress and stock-in-trade 33 112.15 (3,133.29)
Excise duty 1,265.13 4,171.75
Employee benefits expense 34 11,053.32 9,180.65
Finance costs 35 119.31 269.74
Depreciation and amortisation expense 36 3,978.10 2,992.47
Other Expenses 37 18,487.32 16,371.49
Total Expenses 75,136.33 65,704.52
Profit before tax 26,649.25 18,201.21
Tax expenses
(1) Current tax 38 8,049.03 4,618.33
(2) Deferred tax [including Minimum Alternate Tax (credit) / utilised] 38 354.43 (113.00)
Total Tax expenses 8,403.46 4,505.33
Profit for the year 18,245.79 13,695.88
Share of losses from joint ventures and associate (net) (267.99) (35.52)
Total profit for the year 17,977.80 13,660.36
Other comprehensive income / (loss)
(A) Items that will not be reclassified to profit and loss
(i) Remeasurement loss of the defined benefit obligations (105.26) (110.76)
(ii) Current tax relating to the above 36.78 38.33
Total (A) (68.48) (72.43)
(B) Items that may be reclassified to profit and loss
(i) Exchange differences on translation of foreign operations 101.98 30.17
Total (B) 101.98 30.17
Total other comprehensive income / (loss) (A+B) 33.50 (42.26)
Total comprehensive income for the year 18,011.30 13,618.10
Profit is attributable to:
Owners of the Company 17,977.80 13,660.36
Other Comprehensive Income/(Losses) attributable to:
Owners of the Company 33.50 (42.26)
Total Comprehensive Income attributable to:
Owners of the Company 18,011.30 13,618.10
Earnings per equity share (of face value of H 2 each) 40
(1) Basic (in H) 36.50 27.91
(2) Diluted (in H) 36.41 27.67
Significant Accounting Policies 2

The above Consolidated Statement of Profit and Loss should be read in conjunction with the accompanying notes
In terms of our report attached
For Price Waterhouse Chartered Accountants LLP
Firm Registration No. 012754N/N500016

}
Jeetendra Mirchandani V. P. Mafatlal S. S. Khanolkar T. M. M. Nambiar R. V. Haribhakti
Partner Chairman Managing Director S. S. Lalbhai A. K. Srivastava
Directors
Membeship No. 48125 P. N. Kapadia S. G. Mankad
N. B. Mankad Sitendu Nagchaudhuri S. M. Kulkarni H. H. Engineer
Mumbai, May 9, 2018 Company Secretary Chief Financial Officer

151
Consolidated Statement of Cash Flow for the year ended March 31, 2018
(H in Lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax 26,649.25 18,201.21
Adjustments for:
Depreciation and amortisation 3,978.10 2,992.50
Loss on sale / write off of property, plant and equipment (Net) 553.45 57.38
Profit on sale of undertaking (53.94) -
Gain on sale of investments (Net) (2,528.60) (852.23)
Changes in fair value of financial assets at fair value through profit or loss (3,342.94) (2,319.25)
Employee Share-based payment expense 64.02 104.71
Unwinding of Rent 10.27 11.10
Finance Costs 119.31 269.74
Interest income (422.24) (368.03)
Lease rental income on investment properties (1,479.23) (1,661.50)
Net (gain)/loss on foreign currency translations (52.33) 116.22
Dividend Income (77.54) (173.65)
Excess provision of earlier years written back (2.89) (30.38)
Provision for doubtful debts / advances 64.07 (13.17)
Operating profit before changes in operating assets and liabilities 23,478.76 16,334.65
Adjustments for:
(Increase)/decrease in trade receivables (1,809.73) 1,498.76
Increase in inventories (1,220.62) (3,722.04)
Increase in other assets (2,701.84) (328.38)
Increase/ (Decrease) in trade and other payables 4,165.47 (1,312.07)
Cash generated from operations 21,912.04 12,470.92
Income taxes paid (net of refunds) (4,974.99) (3,231.52)
Net cash generated from operating activities 16,937.05 9,239.40

CASH FLOWS FROM INVESTING ACTIVITIES

Payments for property, plant and equipment (4,873.59) (17,642.12)
Increase in deposits with banks (150.22) (329.27)
Payments for purchase of investments (52,920.76) (31,897.93)
Proceeds from sale of property, plant and equipment 37.92 27.90
Proceeds from sale of investments 39,582.04 33,377.46
Advance received/Proceeds from Sale of undertaking 2,729.48 12,720.50
Lease rental income on investment properties 1,479.23 1,661.50
Dividend received 77.54 173.65
Interest received 410.75 351.91
Net cash used in investing activities (13,627.61) (1,556.40)

152 l ANNUAL REPORT 2017-18

Consolidated Statement of Cash Flow for the year ended March 31, 2018
(H in Lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
CASH FLOWS FROM FINANCING ACTIVITIES
Calls in arrears received(including securities premium) 0.34 0.07
Proceeds from allotment of Employee Stock Option Plan (ESOP) 311.37 16.30
Repayments of long term borrowings (687.68) (1,072.65)
Proceed/(Repayments) of other borrowings (net) 101.44 (2,250.71)
Compensation received pursuant to Montreal Protocol for phasing out production of Ozone - 211.99
Depleting Substances - Capital reserve no. 2
Dividend paid (including Corporate tax on dividend) (3,503.37) (3,430.39)
Interest paid (119.31) (183.02)
Net cash used in financing activities (3,897.21) (6,708.41)

Net (decrease)/increase in cash and cash equivalents (587.77) 974.59

Cash and cash equivalents at the beginning of the year 2,426.56 1,449.42
Cash and cash equivalents at the end of the year 1,838.79 2,424.01

Reconciliation of cash and cash equivalents as per the cash flow statement
As per Balance sheet - note 16A 1,838.79 2,426.56
Bank overdraft - note 25 - (2.55)
As per Cash flow statement 1,838.79 2,424.01

Notes:
(1) The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Ind As 7, “Statement of Cash Flows” as notified
under Companies (Accounts) Rules, 2015

(2) The previous GAAP figures have been reclassified to conform to Ind AS presentation requirement for the purpose of this note (Refer Note 57).

The above Consolidated Statement of Cash Flow should be read in conjunction with the accompanying notes
In terms of our report attached
For Price Waterhouse Chartered Accountants LLP
Firm Registration No. 012754N/N500016

}
Jeetendra Mirchandani V. P. Mafatlal S. S. Khanolkar T. M. M. Nambiar R. V. Haribhakti
Partner Chairman Managing Director S. S. Lalbhai A. K. Srivastava
Directors
Membeship No. 48125 P. N. Kapadia S. G. Mankad
N. B. Mankad Sitendu Nagchaudhuri S. M. Kulkarni H. H. Engineer
Mumbai, May 9, 2018 Company Secretary Chief Financial Officer

153
 Consolidated Statement of Changes in Equity for the year ended March 31, 2018
A. EQUITY SHARE CAPITAL (H in lakhs)
Balance as at April 01, 2016 978.58
Shares issued on exercise of employee stock options during the year 0.40
Add: Calls in arrears 0.02
Balance as at March 31, 2017 979.00
Shares issued on exercise of employee stock options during the year 7.89
Less: Calls in arrears (0.02)

154 l ANNUAL REPORT 2017-18

Balance as at March 31, 2018 986.87
B. OTHER EQUITY (H in Lakhs)
Reserves & Surplus Other Attributable Non- Total
comprehensive to owners of Controlling
income the parent interest
Capital Capital Capital Securities General Share Options Call in arrears Retained Foreign currency
Reserve Reserve redemption Premium Reserve Outstanding pending for Earnings translation
1 2 reserve Reserve Account allotment reserve
Particulars
Balance as at April 1, 2016 8,035.17 6,823.20 33.88 1,148.82 7,333.34 125.98 - 48,562.99 - 72,063.38 - 72,063.38
Profit for the year - - - - - - 13,660.36 - 13,660.36 - 13,660.36
Other comprehensive income for the year, net of income tax - - - - - - (72.43) 30.17 (42.26) - (42.26)
Total comprehensive income for the year - - - - - - - 13,587.93 30.17 13,618.10 - 13,618.10
Shares issued on exercise of employee stock options during the year - - - 15.90 - - - - - 15.90 - 15.90
Calls in arrears received during the year - - - - - - 0.07 - - 0.07 - 0.07
Compensation received pursuant to the Montreal Protocol for phasing - 211.99 - - - - - - - 211.99 - 211.99
out production of ozone depleting substances.
Recognition of share-based payments - - - - - 104.71 - - - 104.71 - 104.71
Payment of dividends (including tax) - - - - - - - (3,475.22) - (3,475.22) - (3,475.22)
Balance as at March 31, 2017 8,035.17 7,035.19 33.88 1,164.72 7,333.34 230.69 0.07 58,675.78 30.17 82,538.93 - 82,538.93
Profit for the year - - - - - - - 17,977.80 - 17,977.80 - 17,977.80
Other comprehensive income for the year, net of income tax - - - - - - - (68.48) 101.98 33.50 - 33.50
Total comprehensive income for the year - - - - - - - 17,909.32 101.98 18,011.30 - 18,011.30
Shares issued on exercise of employee stock options during the year - - - 393.83 - - - - - 393.83 - 393.83
Recognition of shared based payments (net) - - - - - (23.60) - - - (23.60) - (23.60)
Calls in arrears received during the year - - - - - - 0.34 - - 0.34 - 0.34
Payment of dividends (including tax) - - - - - - - (3,559.44) - (3,559.44) - (3,559.44)
Balance as at March 31, 2018 8,035.17 7,035.19 33.88 1,558.55 7,333.34 207.09 0.41 73,025.58 132.15 97,361.36 - 97,361.36

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes
In terms of our report attached
For Price Waterhouse Chartered Accountants LLP
Firm Registration No. 012754N/N500016

Jeetendra Mirchandani V. P. Mafatlal S. S. Khanolkar T. M. M. Nambiar R. V. Haribhakti

Partner Chairman Managing Director S. S. Lalbhai A. K. Srivastava
Directors
Membeship No. 48125 P. N. Kapadia S. G. Mankad N. B. Mankad Sitendu Nagchaudhuri
Mumbai, May 9, 2018 S. M. Kulkarni H. H. Engineer Company Secretary Chief Financial Officer
}
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
1A. CORPORATE INFORMATION
Navin Fluorine International Limited (“the Company”) is a public limited company, incorporated under the provisions of the Companies
Act, 1956. Its registered office is located at 2nd floor, Sunteck Centre, 37/40, Subhash Road, Ville Parle (East), Mumbai 400057.

The Company and its subsidiary Companies are referred to as the Group here under. The Group primarily focuses on fluorine chemistry
- producing refrigeration gases, inorganic fluorides, specialty organofluorines and offers Contract Research and Manufacturing Services.

1B. BASIS OF CONSOLIDATION

Name of the Company Proportion of Ownership
Country of As at As at As at
Incorporation March 31, 2018 March 31, 2017 April 1, 2016
Subsidiaries
Sulakshana Securites Limited India 100% 100% 100%
NFIL (UK) Limited UK 100% 100% 100%
Navin Fluorine (Shanghai) Co. Limited China 100% 100% 100%
Manchester Organics Limited UK 100% 100% 100%

Step-down Subsidiary
NFIL USA, Inc. USA 100% - -

Associate and Joint Ventures (JV)

Urvija Associates (Associate) India 80% 80% 80%
Convergence Chemcials Private Limited (JV) India 49% 49% 49%
Swarnim Gujarat Fluorspar Private Limited (JV) India 49.43% 49.43% 49.43%

2. SIGNIFICANT ACCOUNTING POLICIES

This note provide a list of the significant accounting policies adopted by the Group in the preparation of these Consolidated Financial
Statements. These policies have been consistently applied to all the years presented, unless otherwise stated. The Consolidated Financial
Statements are for the group consisting of the Company and its subsidiary companies.

a) Basis of Preparation:
(i) Compliance with Indian Accounting Standards (Ind AS)
The Consolidated Financial Statements comply in all material aspects with Indian Accounting Standards (“Ind AS”) notified
under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015 (as amended)
and other relevant provisions of the Act.

The Consolidated financial statements up to year ended March 31, 2017 were prepared in accordance with the accounting
standards as per Companies (Accounting Standards) Rules, 2006 (as amended)(Previous GAAP or IGAAP) and other relevant
provisions of the Act.

These Consolidated Financial Statements are the first Consolidated Financial Statements of the Group prepared in accordance
with Ind AS. Refer note 52 for an explanation of how the transition from previously applicable Indian GAAP (hereinafter referred
to as ‘IGAAP’) to Ind AS has affected the Group’s financial position, financial performance and cash flows.

(ii) Historical Cost Convention

The Consolidated Financial Statements have been prepared on the historical cost basis except for certain financial instruments,
financial assets and liabilities and defined benefit plans and share based payments which are measured at fair value.

155
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
(iii) Current and non-current classification
All assets and liabilities have been classified as current or non-current as per the Group’s normal operating cycle and other
criteria set out in the Division II of Schedule III to the Act. Based on the nature of products and the time between acquisition
of assets for processing and their realisation in cash and cash equivalents, the Group has ascertained its operating cycle as 12
months for the purpose of current and non-current classification of assets and liabilities.

b) Principles of consolidation and equity accounting

(i) Subsidiary companies
Subsidiary companies are all entities over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power to direct the relevant activities of the entity. Subsidiary companies are fully consolidated from the date on
which control is obtained by the Group. They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the Group.

The Group combines the Consolidated Financial Statements of the parent and its subsidiary companies line by line adding
together like items of assets, liabilities, equity, income and expenses. Intercompany transactions, balances and unrealised
gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the transferred asset. Accounting Policies of subsidiary companies have been changed
where necessary to ensure consistency with the policies adopted by the Group.

Non-controlling interests in the results and equity of subsidiary companies are shown separately in the Consolidated Statement
of Profit and Loss, Consolidated Statement of changes in equity and Consolidated Balance Sheet respectively.

(ii) Associate companies

Associate companies are all entities over which the Group has significant influence, but not control or joint control. This is
generally the case where the Group holds between 20% and 50% of the voting rights. Investments in associate companies are
accounted using the equity method of accounting [see (iv) below], after initially being recognised at cost.

(iii) Joint arrangements

Under Ind AS 111 Joint arrangements, investments in joint arrangements are classified as either joint operations or joint
ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure
of the joint arrangement. The Group has interest only in Joint Ventures.

Interest in Joint Venture Company are accounted for using the equity method of accounting [see (iv) below], after initially
being recognised at cost in the Consolidated Financial Statements.

(iv) Equity method

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise
share of the Group in post-acquisition profit and loss of the investee in profit and loss, and share of the Group in Other
Comprehensive Income of the investee in Other Comprehensive Income. Dividends received or receivable from associate and
joint venture Company are recognised as a reduction in the carrying amount of the investment.

When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any
other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made
payments on behalf of the other entity.

Unrealised gains on transactions between the Group and its associate company and joint venture Company are eliminated
to the extent of the Group interest in these entities. Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred. Accounting Policies of equity accounted investees have been changed
where necessary to ensure consistency with the policies adopted by the Group.

156 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
The carrying amount of equity accounted investments are tested for impairment in accordance with the policy described in (l) below.

(v) Change in ownership interest

The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity
owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling
and non-controlling interests to reflect their relative interest in the subsidiary companies. Any difference between the amount
of the adjustment to non-controlling interests and any consideration paid or received is recognised within equity.

When the Group ceases to consolidate or equity account for an investment because of a loss of control, joint control or
significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount
recognised in the Consolidated Statement of Profit and Loss. This fair value becomes the initial carrying amount for the
purpose of subsequent accounting for the retained interest as an associate, joint venture or financial asset. In addition, any
amount previously recognised in Other Comprehensive Income in respect of that entity are accounted for as if the Group had
directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in Other Comprehensive
Income are reclassified to the Consolidated Statement of Profit and Loss.

If the ownership interest in a joint venture Company or an associate is reduced but joint control or significant influence is
retained, only a proportionate share of the amounts previously recognised in Other Comprehensive Income are reclassified to
the Consolidated Statement of Profit and Loss where appropriate.

c) Revenue recognition
(i) Sale of Goods
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are inclusive
of excise duty and net of returns, trade allowances, rebates, value added taxes, goods and services tax and amounts collected
on behalf of third parties.

Revenue is recognised when significant risk and rewards of ownership are transferred to customer, the amount of revenue can
be reliably measured and it is probable that future economic benefits associated with the transactions will flow to the Group.

(ii) Sale of Services

Revenue is recognized from rendering of services when services are rendered as per contractual obligations, when the amount
of revenue can be reliably measured and it is probable that the future economic benefits will flow to the entity.

(iii) Export Incentives

Export incentives are recognised for based on the eligibility and when there is no uncertainty in receiving the same.

d) Government Grants
Government grants are recognised at their fair value where there is a reasonable assurance that the grant will be received and the
Group will comply with all attached conditions.

Government grants relating to the purchase of property, plant and equipment are included in liabilities as deferred income and
are credited to the Consolidated Statement of Profit and Loss in a systematic basis over the expected life of the related assets and
presented within other income.

Government grants relating to income are deferred and recognised in the Consolidated Statement of profit and loss over the period
necessary to match them with the costs that they are intended to compensate and presented within other income.

e) Leases
(i) As a lessee
Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards of ownership
are classified as finance leases. Finance leases are capitalised at the lease’s inception at the fair value of the leased property
or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges,
are included in borrowings or other financial liabilities as appropriate. Each lease payment is allocated between the liability
and finance cost. The finance cost is charged to the Consolidated Statement of Profit and Loss over the lease period so as to
produce a constant periodic rate of interest on the remaining balance of the liability for each period.

157
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are
classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are
charged to the Consolidated Statement of Profit and Loss on a straight-line basis over the period of the lease unless the
payments are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary
cost increases.

(ii) As a lessor
Lease income from operating leases where the Group is a lessor is recognised in income on a straight-line basis over the lease
term unless the receipts are structured to increase in line with expected general inflation to compensate for the expected
inflationary cost increases. The respective leased assets are included in the balance sheet based on their nature.

f) Income taxes
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable
income tax rate for adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused
tax losses.

(i) Current Tax

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the Company and its subsidiaries operates and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to
interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.

(ii) Deferred Tax

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the Consolidated Financial Statements at the balance sheet date. Deferred
income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the Balance Sheet date
and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.

Minimum Alternate Tax (‘MAT’) under the provisions of the Income Tax Act, 1961 is recognised as deferred tax in the Consolidated
Statement of Profit and Loss. The credit available under the Income Tax Act, 1961 in respect of MAT paid is recognised as an
asset only when and to the extent it is probable that future taxable profit will be available against which these tax credit can
be utilised. Such an asset is reviewed at each Balance Sheet date.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation authority.

Deferred tax liabilities are not recognised for temporary differences associated with investments in subsidiaries and associates,
and interests in joint ventures where the Group is able to control the reversal of the temporary difference and it is probable that
the temporary difference will not reverse in the foreseeable future.

Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to
settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax is recognised in the Consolidated Statement of Profit and Loss, except to the extent that it relates
to items recognised in Other Comprehensive Income or directly in equity. In this case, the tax is also recognised in Other
Comprehensive Income or directly in equity, respectively.

g) Employee benefits
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months
after the end of the period in which the employees render the related service are recognised in respect of employees’ services

158 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
The liabilities are presented as current liabilities in the balance sheet.

(ii) Other long-term employee benefit obligations

The liabilities for earned leave that are not expected to be settled wholly within 12 months after the end of the period in which
the employees render the related service. They are therefore measured as the present value of expected future payments to
be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit
method. The benefits are discounted using the market yields on government bonds at the end of the reporting period that
have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and
changes in actuarial assumptions are recognised in the Consolidated Statement of Profit and Loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to
defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to
occur.

(iii) Post-employment obligations

The Group operates the following post-employment schemes:

(a) defined benefit plan such as gratuity and provident fund for certain employees.

(b) defined contribution plans such as family pension fund, superannuation fund and provident fund for certain employees.

(a) Defined benefit plan

Gratuity Obligations
The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plan is the present value of
the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit
obligation is calculated annually by actuary using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash flows by
reference to market yields at the end of the reporting period on government bonds that have terms approximating to the
terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the
fair value of plan assets. This cost is included in employee benefit expense in the Consolidated Statement of Profit and Loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in other comprehensive income. They are included in the retained
earnings in the Statement of Changes in Equity in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are
recognised immediately in the Consolidated Statement of Profit and Loss as past service cost.

Provident fund liability

Provident Fund for certain employees is administered through a trust. The Provident Fund is administered by trustees of
an independently constituted common trust recognized by the Income Tax authorities where other entities are also the
participant. Periodic contributions to the Fund are charged to the Consolidate Statement of Profit and Loss and when
services are rendered by the employees. The Company has an obligation to make good the shortfall, if any, between the
return from the investment of the trust and notified interest rate by the Government.

(b) Defined contribution plans

The Group contributes towards family pension fund, superannuation fund and provident fund for certain employees
which are defined contribution schemes. Liability in respect thereof is determined on the basis of contribution required to
be made under the statutes / rules. The Group has no further payment obligations once the contributions have been paid.
The contributions are accounted for as defined contribution plans and the contributions are recognised as employee
benefit expense when they are due.

159
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
h) Employee share-based payment arrangements
Eligible employees of the Group receive remuneration in the form of share based payments in consideration of the services
rendered.

Under the equity settled share based payment, the fair value on the grant date of the awards given to eligible employees is
recognised as ‘employee benefit expenses’ with a corresponding increase in equity over the vesting period. The fair value of the
options at the grant date is calculated by an independent valuer basis Black Scholes model. At the end of each reporting period,
apart from the non-market vesting condition, the expense is reviewed and adjusted to reflect changes to the level of options
expected to vest. When the options are exercised, the Company issues fresh equity shares.

i) Property, Plant and Equipment

Freehold land is carried at historical cost. All other items of property, plant and equipment are stated at historical cost less
deprecation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the carrying amount of asset or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured
reliably. All other repairs and maintenance expenses are charged to the Consolidated Statement of Profit and Loss during the period
in which they are incurred. Gains or losses arising on retirement or disposal of assets are recognised in the Consolidated Statement
of Profit and Loss.

On transition to Ind AS, the Group has elected to continue with the carrying value of all of its property, plant and equipment
recognised as at April 1, 2016 measured as per the IGAAP and use that carrying value as the deemed cost of the property, plant and
equipment.

Property, plant and equipment which are not ready for the intended use on the date of the Balance Sheet are disclosed as “Capital
work-in-progress”.

Depreciation on property, plant and equipment has been provided on the straight-line method as per the useful life prescribed
in Schedule II to the Companies Act, 2013. However, for below assets, the useful lives are higher or lower than those specified by
Schedule II to the Companies Act, 2013, in order to reflect the actual usage of the assets.
Assets Useful life
Plant and Machinery
Laboratory Equipments 4 and 10 years
Computers 3 and 5 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate at the end of each reporting period.

j) Intangible assets
(i) Goodwill
Goodwill on acquisitions of subsidiary companies is included in intangible assets. Goodwill is not amortised but it is tested
for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is
carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount
of Goodwill relating to the entity sold.

(ii) Computer software

Computer Software are stated at cost, less accumulated amortization and impairments, if any.
Computer Software which are capitalised are amortised over a period of 3 years on straight-line basis.

The estimated amortisation method, useful life and residual value are reviewed at the end of each reporting period, with effect
of any changes in the estimate being accounted for on a prospective basis.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the
Consolidated Statement of Profit and Loss.

160 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
On transition to Ind AS, the Group has elected to continue with the carrying value of all of its intangible assets recognised as at
April 1, 2016 measured as per the IGAAP and use that carrying value as the deemed cost of the intangible assets.

k) Investment properties
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Group, is classified
as investment property. Investment property is measured initially at its acquisition cost, including related transaction costs and
where applicable, borrowing costs. Subsequent expenditure is capitalised to the asset’s carrying amount only when it is probable
that future economic benefits associated with the expenditure will flow to the group and the cost of the item can be measured
reliably. All other repairs and maintenance costs are expensed when incurred. When part of an investment property is replaced, the
carrying amount of the replaced part is derecognised.
Investment properties are depreciated using straight line method over their useful lives specified in Schedule II to the Companies
Act, 2013.
On transition to Ind AS, the Group has elected to continue with the carrying value of all of its investment properties recognised as
at April 1, 2016 measured as per the IGAAP and use that carrying value as the deemed cost of the investment properties.

l) Impairment of assets
The carrying amount of assets are reviewed at each Balance Sheet date to assess if there is any indication of impairment based on
internal/external factors. For the purposes of assessing impairment, the smallest identifiable group of assets that generates cash
inflows from continuing use that are largely independent of the cash inflows from other assets or group of assets, is considered
as a cash generating unit. An impairment loss on such assessment will be recognised wherever the carrying amount of an asset/
cash generating unit exceeds its recoverable amount. The recoverable amount of the assets/ cash generating unit is fair value less
costs of disposal or value in use, whichever is higher. While assessing value in use, the estimated future cash flows are discounted
to the present value by using weighted average cost of capital. A previously recognised impairment loss is reversed depending
on changes in the circumstances and to the extent that carrying amount of the assets does not exceed the carrying amount that
would have been determined if no impairment loss had previously been recognised.

m) Inventories
Items of inventory are valued at cost or net realizable value, whichever is lower. Cost for raw materials, traded goods and stores
and spares is determined on weighted average basis. Cost includes all charges in bringing the goods to their present location
and condition. The cost of process stock and finished goods comprises of materials, direct labour, other direct costs and related
production overheads and taxes as applicable. Net realizable value is the estimated selling price in the ordinary course of business
less the estimated cost of completion and the estimated costs necessary to make the sale.

n) Foreign currency transactions

(i) Functional and presentation currency
Items included in the financial statements of each entities of the Group are measured using the currency of the primary
economic environment in which the Company operates (‘the functional currency’). The Consolidated Financial Statements are
presented in Indian Rupees (‘H’), which is the functional and presentation currency of the Company.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of
monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in the
Consolidated Statement of Profit and Loss.

Foreign exchange differences regarded as an adjustment to borrowing costs are presented in the Consolidated Statement of
Profit and Loss, within finance costs. All other foreign exchange gains and losses are presented in the Consolidated Statement
of Profit and Loss on a net basis within other gains | (losses).

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date
when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of
the fair value gain or loss.

161
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
(iii) Group Companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that
have a functional currency different from the presentation currency are translated into the presentation currency as follows:

a) assets and liabilities are translated at the closing rate at the date of that Balance Sheet.

b) income and expenses are translated at average exchange rates (unless this is not a reasonable approximation of the
cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at
the dates of the transaction)

c) all resulting exchange differences are recognised in Other Comprehensive Income.

When a foreign operation is sold, the associated exchange differences are reclassified to the Consolidated Statement of Profit
and Loss, as part of the gains / (loss) on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign
operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

o) Cash and Cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at
call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.

p) Trade receivables
Trade Receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest
method, less provision for impairment.

q) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at
amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the
Consolidated Statement of Profit and Loss over the period of the borrowings using the effective interest method. Fees paid on the
establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the
facility will be drawn down. In this case, the fee is deferred until the draw down occurs.

Borrowings are removed from the Balance Sheet when the obligation specified in the contract is discharged, cancelled or expired.
The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party
and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in the Consolidated
Statement of Profit and Loss as other income/expense.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at
least 12 months after the reporting period.

r) Borrowing Cost
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying
asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale.
Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. All other
borrowing costs are expensed in the period in which they are incurred. To the extent there is no evidence that it is probable that
some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the
period of the facility to which it relates.

s) Earnings per share

i. Basic earnings per share
Basic earnings per share is calculated by dividing:

• the profit attributable to owners of the group

• by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in
equity shares issued during the year.

162 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
ii. Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

• the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all
dilutive potential equity shares.

t) 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 for creating, producing and making the asset ready for its intended use.
Property, plant & equipment utilised for research and development are capitalised and depreciated in accordance with the policies
stated for property, plant & equipment.

u) Provisions and contingencies

Provisions are recognised when there is a present obligation (legal and constructive) as a result of a past event, it is probable that
cash outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate can
be made of the amount of the obligation. When a provision is measured using cash flow estimated to settle the present obligation,
its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). The discount
rate used to determine the present value is pre-tax rate that reflects current market assessments of the time value of money and
the risks specific to the ability. The increase in the provision due to the passage of time is recognised as interest expense.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the
company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be
required to settle the obligation or a reliable estimate of the amount cannot be made. A Contingent asset is disclosed, where an
inflow of economic benefits is probable.

v) Investment in associate and joint ventures

Investments in associate and joint venture companies are carried at cost less accumulated impairment losses, if any. Where an
indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable
amount. On disposal of investments in associate and joint venture companies, the difference between net disposal proceeds and
the carrying amounts are recognised in the Consolidated Statement of Profit and Loss.

w) Financial Instruments
Initial recognition
Financial assets and financial liabilities are recognised when Group becomes a party to the contractual provisions of the financial
instruments. Financial assets and financial liabilities are initially recognised at fair value. Transaction costs that are directly attributable
to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value
through profit and loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate,
on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value
through profit or loss are recognized immediately in the Consolidated Statement of Profit and Loss.

a. Investment and other financial assets

Classification
The Group classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through other comprehensive income, or through the Consolidated
Statement of Profit and Loss), and

• those measured at amortised cost

163
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the
cash flows.

For assets measured at fair value, gains and losses will either be recorded in the Consolidated Statement of Profit and Loss or
other comprehensive income.

Subsequent measurement
Debt Instruments
Subsequent measurement of debt instruments depends on the Group business model for managing the assets and cash flows
characteristic. There are three measurement categories into which the group classifies its debt instruments.

i. Amortised Cost: Assets that are held for the collection of contractual cash flow where those cash flows represent solely
payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included
in finance income using the effective interest rate method.

ii. Fair value through other comprehensive Income (FVOCI): Assets that are held for the collection of contractual cash
flows and for selling the financial assets, where the assets cash flows represent solely payments of principal and interest,
are measured at fair value through other comprehensive income (FVOCI). Changes in fair value of instrument is taken to
other comprehensive income which are reclassified to the Consolidated Statement of Profit and Loss.

iii. Fair Value through profit or loss: Assets that do not meet the criteria for amortised cost or FVOCI are measured as fair
value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through
profit or loss is recognised in the Consolidated Statement of Profit and Loss. Interest income from these financial assets is
included in other income.

Equity instruments
All investment in equity instruments other than subsidiary companies, associate and joint venture companies are measured at
fair value, the Group may, on initial recognition, irrevocably elect to measure the same either at FVOCI or FVTPL.

The Group makes such election on an instrument-by-instrument basis. Fair value changes on an equity instrument is recognised
as other income in the Consolidated Statement of Profit and Loss unless the Group has elected to measure such instrument
at FVOCI. Fair value changes excluding dividends, on an equity instrument measured at FVOCI are recognised in OCI. Amounts
recognised in OCI are not subsequently reclassified to the Consolidated Statement of Profit and Loss. Dividend income on the
investments in equity instruments are recognised as ‘other income’ in the Consolidated Statement of Profit and Loss.

Impairment of financial assets

The Group assesses on a forward looking basis the expected credit losses associated with its financial assets carried at amortised
cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables, the Group applies the simplified approach permitted by Ind AS 109 ‘Financial Instruments’, which requires
expected lifetime losses to be recognised from initial recognition of such receivables.

De-recognition of financial assets

A financial assets is de-recognised only when

- The Group has transferred the right to receive cash flows from the financial assets.

- Retains the contractual rights to receive the cash flows of the financial assets, but assumes a contractual obligation to pay
cash flows to one or more recipients.

When the entity has transferred an asset, the Group evaluates whether it has transferred substantially all risks and rewards
of ownership of the financial asset. In such case, the financial asset is de-recognised. Where the entity has not transferred
substantially all risks and rewards of ownership of the financial asset, the financial asset is not de-recognised.

164 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the
financial asset, the financial asset is de-recognised if the Group has not retained control of the financial asset. Where the Group
retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the
financial asset.

Income recognition
Interest income from debt instruments is recognised using the effective interest rate method. The effective interest rate is the
rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying
amount of a financial asset. When calculating the effective interest rate, the Group estimates the expected cash flows by
considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options)
but does not consider the expected credit losses.

Dividends are recognised in the Consolidated Statement of Profit and Loss only when the right to receive payment is
established, it is probable that the economic benefits associated with the dividend will flow to the Group, and the amount of
the dividend can be measured reliably.

b. Financial liabilities
Classification as debt or equity
Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual
arrangements entered into and the definitions of a financial liability and an equity instrument.

Initial recognition and measurement

Financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial
liabilities are initially measured at the fair value.

Subsequent measurement
Financial liabilities are subsequently measured at amortised cost using the effective interest rate method. Financial liabilities
carried at fair value through profit or loss are measured at fair value with all changes in fair value recognised in the Consolidated
Statement of Profit and Loss.

De-recognition
A financial liability is de-recognised when the obligation specified in the contract is discharged, cancelled or expires. An
instruments issued by a Group are classified as either financial liabilities or as equity in accordance with the substance of the
contractual arrangements and the definitions of a financial liability and an equity instrument.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable
right to offset the recognised amounts and there is an intention to settle on a net basis or realise the assets and settle the
liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the
normal course of business and in the event of default, insolvency or bankruptcy of the Group or the counterparty.

(x) Rounding of amounts

All amounts disclosed in the Consolidated Financial Statements and notes have been rounded off to the nearest lakhs as per the
requirement of Schedule III, unless otherwise stated.

3. CRITICAL ESTIMATES AND JUDGEMENTS

The preparation of consolidated financial statements requires management to make judgments, estimates and assumptions in the
application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ
from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other
factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised
prospectively.

165
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
Information about critical judgments in applying accounting policies, as well as estimates and assumptions that have the most significant
effect to the carrying amounts of assets and liabilities within the next financial year, are included in the following notes:
(a) Useful lives of property, plant and equipment
(b) Defined benefits plan
(c) Impairment loss on investments carried at cost
(d) Estimated goodwill impairment
(e) Estimation of provisions and contingent liabilities

4. APPLICATION OF NEW AND REVISED IND AS’s

a) Appendix B to Ind AS 21, Foreign currency transactions and advance consideration:
On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has notified the Companies (Indian Accounting Standards) Amendment
Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date
of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or
income, when an entity has received or paid advance consideration in a foreign currency. The amendment will come into force from
April 1, 2018.

b) Ind AS 115- Revenue from Contract with Customers:

On March 28, 2018, MCA has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard
is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that
reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further the new
standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from
the entity’s contracts with customers.

The standard permits two possible methods of transition:

• Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period
presented in accordance with Ind AS 8- Accounting Policies, Changes in Accounting Estimates and Errors
• Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative
catch - up approach).The effective date for adoption of Ind AS 115 is financial periods beginning on or after April 1, 2018.

The Company will adopt the standard on April 1, 2018.

166 l ANNUAL REPORT 2017-18

 Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
5A. PROPERTY, PLANT AND EQUIPMENT (H in Lakhs)
Freehold Buildings Office Vehicles Plant and Leasehold Furniture Total
Description of Assets land Equipment machinery improvements and Fixture
I. Gross Block
Deemed cost as at April 1, 2016 10.56 4,565.38 708.75 64.58 19,189.39 2,489.50 211.11 27,239.27
Additions - 944.88 297.76 111.74 15,764.25 - 119.23 17,237.86
Disposals/Adjustments - - (120.93) (18.43) 120.92 - (40.98) (59.42)
Effect of Foreign currency exchange difference - - (2.11) - (78.84) - (0.47) (81.42)
Balance as at March 31, 2017 10.56 5,510.26 883.47 157.89 34,995.72 2,489.50 288.89 44,336.29
II. Accumulated depreciation
Balance as at April 1, 2016 - - - - - - - -
Depreciation expense for the year - 238.63 141.81 21.33 2,380.33 26.21 49.84 2,858.15
Disposals/Adjustments - - (0.81) (5.49 ) 1.00 - (3.34) (8.64)
Effect of Foreign currency exchange difference - - (0.64) - (9.93) - (0.08) (10.65)
Balance as at March 31, 2017 - 238.63 140.36 15.84 2371.40 26.21 46.42 2838.86
Net block (I-II)
Balance as at March 31, 2017 10.56 5,271.63 743.11 142.05 32624.32 2,463.29 242.47 41497.43
I. Gross Block
Balance as at April 1, 2017 10.56 5,510.26 883.47 157.89 34,995.72 2,489.50 288.89 44,336.29
Additions - 964.13 66.01 80.98 2,600.84 - 484.72 4,196.68
Disposals/Adjustments (refer note 2 below) - (897.45) (40.86) (12.90) (14,357.56) - (94.71) (15,403.48)
Effect of Foreign currency exchange difference - - 7.77 - 71.13 - 0.37 79.27
Balance as at March 31, 2018 10.56 5,576.94 916.39 225.97 23,310.13 2,489.50 679.27 33,208.76
II. Accumulated depreciation
Balance as at April 1, 2017 - 238.63 140.36 15.84 2,371.40 26.21 46.42 2,838.86
Depreciation expense for the year - 272.76 126.00 29.91 3,307.39 26.21 79.41 3,841.68
Disposals/Adjustments (refer note 2 below) - (65.31) (21.87) (6.94) (1,568.69) - (17.88) (1,680.69)
Effect of Foreign currency exchange difference - - 1.87 - 23.33 - 0.17 25.37
Balance as at March 31, 2018 - 446.08 246.36 38.81 4,133.43 52.42 108.12 5,025.22
Net block (I-II)
Balance as at March 31, 2018 10.56 5,130.86 670.03 187.16 19,176.70 2,437.08 571.15 28,183.54
Notes:
1. Standby Letter of Credit facility availed from HDFC Bank for loan taken by Subsidiary is being secured by Second charge on the property, plant and equipment of the
Holding Company.
2. Assets lying at Dahej unit sold on slump sale basis (refer note 50).
3. For details of Capital commitment relating to Property, Plant and Equipment (refer note 46).

5B. CAPITAL WORK-IN PROGRESS

Capital work-in progress as at March 31, 2018 is H 2,008.59 lakhs (March 31, 2017: H 1,683.12 lakhs; April 1, 2016: H 1,394.56 lakhs). It is mainly comprises of expansion projects

167
in progress.
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
6 INVESTMENT PROPERTIES (H in Lakhs)
As at As at
Particulars March 31, 2018 March 31, 2017
I. Gross carrying amount (Deemed/Original Cost)
Opening Balance 5,956.32 5,956.32
Additions - -
Disposals - -
Closing Balance 5,956.32 5,956.32
II. Accumulated depreciation
Opening Balance 113.44 -
Charge for the year 113.47 113.44
Closing Balance 226.91 113.44
Net carrying amount (I-II) 5,729.41 5,842.88

(i) Amount recognised in the Consolidated Statement of Profit and Loss for investment properties:
As at As at
Particulars March 31, 2018 March 31, 2017
Rental Income (refer note 31) 1,479.23 1,661.50
Direct operating expenses from property that generated rental income 192.05 169.75
Profit from investment properties before depreciation 1,287.18 1,491.75
Depreciation 113.47 113.44
Profit from investment properties 1,173.71 1,378.31

(ii) The Group has given office premises under lease rental agreement. Details of minimum lease payments for non-cancellable leases
are as under:
As at As at
Particulars March 31, 2018 March 31, 2017
not later than one year 506.37 574.61
later than one year and not later than five years 1,241.89 2,150.64
Total 1,748.26 2,725.25
Operating lease rentals credited to the Consolidated Statement of Profit and Loss (refer note 31) 1,479.23 1,661.50

(iii) Fair Value

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Investment properties 18,918.73 18,726.66 18,771.87

The Group obtains independent valuations for its investment properties at least annually. The best evidence of fair value is current prices
in an active market for similar properties. The fair value was determined based on the market comparable approach based on recent
market prices without any significant adjustments being made to the market observable data. All resulting fair value estimates for
investment properties are included in Level 3.

168 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
7. OTHER INTANGIBLE ASSETS AND GOODWILL (H in Lakhs)
Other intangible Goodwill
Particulars assets - Software
Gross carrying amount
Deemed cost as at April 1, 2016 68.50 8,776.41
Additions 16.26 -
Deduction/Adjustment - -
Balance at March 31, 2017 84.76 8,776.41
Accumulated amortisation
Balance at April 1, 2016 - -
Amortisation expense 20.89 -
Deduction/Adjustment 34.46 -
Balance at March 31, 2017 55.35 -
Net carrying amount as at March 31, 2017 29.41 8,776.41

Balance at April 1, 2017 84.76 8,776.41

Additions 67.82 -
Deduction/Adjustment - -
Balance at March 31, 2018 152.58 8,776.41
Accumulated amortisation
Balance at April 1, 2017 55.35 -
Amortisation expense 22.95 -
Deduction/Adjustment - -
Balance at March 31, 2018 78.30 -
Net carrying amount as at March 31, 2018 74.28 8,776.41

Significant estimate - impairment of Goodwill

For the purpose of impairment testing, Goodwill is allocated to a cash generating unit, representing the lowest level within the Group at
which Goodwill is monitored for internal Management purposes and which is not higher than the operating segment of the Group. The
Goodwill of H 1,490.99 lakhs pertains to the acquisition of Sulakshana Securities Limited and recoverable amount has been determined
using fair value less cost of disposal. Goodwill of H 7,285.42 lakhs pertains to the acquisition of Manchester Organics Limited and recoverable
amount has been determined based on its value in use.

Under value in use calculation, management uses cash flow projections based on financial budgets approved by the management covering
a five-year period, and a discount rate of 14.75% per annum respectively. The cash flows beyond that five-year period have been extrapolated
using a terminal growth rate of 2% per annum. The management believes that any reasonably possible change in the key assumptions on
which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the
cash-generating unit. Accordingly, there was no impairment recorded for the period March 31, 2018.

169
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
8. INVESTMENT ACCOUNTED FOR USING THE EQUITY METHOD (H in Lakhs)
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Particulars Quantity Amount Quantity Amount Quantity Amount
(a) Investments in Equity Instruments
In joint ventures (Unquoted, fully paid up) - (using
equity method)
- Equity shares of Swarnim Gujarat Fluorspar Private Limited 10,82,500 108.25 10,82,500 108.25 10,82,500 108.25
of H 10 each
Add: Share of profit/(loss) (net) (35.05) (29.79) (25.13)
73.20 78.46 83.12
- Equity shares of Convergence Chemicals Private Limited 3,43,04,900 3,430.49 3,43,04,900 3,430.49 3,43,04,900 3,430.49
of H 10 each
Add: Share of profit/(loss) (net) (355.37) (92.64) (61.90)
3,075.12 3,337.85 3,368.59
(b) Investments in Partnership firm - (using equity method)
Capital contribution in Urvija Associates - 0.80 - 0.80 - 0.80
Add: Share of profit/(loss) (net) 1.07 1.07 1.19
1.87 1.87 1.99
Total 3,150.19 3,418.18 3,453.70

Details of investment in partnership firm - Urvija Associates

As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Total Share of Total Share of Total Share of
Name of the partner capital profits capital profits capital profits
Navin Fluorine International Limited 0.80 80% 0.80 80% 0.80 80%
Avanija Commercials Private Ltd. (formerly known as 0.10 10% 0.10 10% 0.10 10%
Mayflower Textiles Private Limited)
Aditri Commercials Private Ltd. (formerly known as Myrtle 0.10 10% 0.10 10% 0.10 10%
Textiles Private Limited)

9. INVESTMENTS (H in Lakhs)
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Particulars Quantity Amount Quantity Amount Quantity Amount
(a) Investments in Equity Instruments
Quoted, fully paid up - (at fair value through profit or loss)
- Equity shares of NOCIL Limited of H 10 each - - - - 68,50,000 3,164.76
- Equity shares of Mafatlal Industries Limited of H 10 each - - - - 17,74,707 4,797.07
Unquoted, fully paid up - (at fair value through profit or
loss)
- Equity shares of Cebon Apparel Private Limited of H10 4,81,600 154.59 4,81,600 154.59 4,81,600 154.59
each
- Equity shares of Mafatlal Services Limited of H100 each 9,300 - 9,300 - 9,300 -

170 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
9. INVESTMENTS (contd...) (H in Lakhs)
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Particulars Quantity Amount Quantity Amount Quantity Amount
(b) Investments in Bonds/debentures (Unquoted, fully paid
up) - (at amortised cost)
- 11% Corporate bonds - series IV of Housing 150 - 150 - 150 -
Development Finance Corporation Limited of
H 1,000/- each, fully paid-up (net of impairment of H 1.50
lakhs;(March 31, 2017: H 1.50 lakhs; April 1, 2016:H 1.50
lakhs)#
- Non-convertible debentures of Wondrous Buildmart 290 296.29 - - - -
Private Limited.
(c) Investments in Non-Convertible Market Linked
debentures - (Unquoted, fully paid up) (at fair value
through profit or loss)
- ECAP Equities Limited - Enhanced FMP XVII-F9F709B 1,000 1,054.30 - - - -
- ECAP Equities Limited - Enhanced FMP XVII-F9F709E 500 527.15 - - - -
- JM Financial Asset Reconstruction Co. Ltd- Enhanced 100 1,064.33 - - - -
FMP XVIII-JM8A
- JM Financial Asset Reconstruction Co. Ltd- Enhanced 50 532.17 - - - -
FMP XVIII-JM8B
(d) Investments in mutual funds - (Unquoted, fully paid up)
(at fair value through profit or loss)
- ICICI Prudential FMP - Series 78 1127 days Plan R 42,50,000 508.56 42,50,000 470.11 42,50,000 427.09
Cumulative
- HDFC FMP 1120D March 2016 (1) - Regular- Growth - 42,50,000 495.59 42,50,000 463.58 42,50,000 427.44
Series - 36
- Kotak FMP Series 191 - Growth 42,50,000 497.08 42,50,000 465.15 42,50,000 426.63
- UTI Fixed Term Income Fund Series XXVI-V(1160 days)- 1,00,00,000 1,074.10 1,00,00,000 1,003.14 - -
Growth Plan
- DHFL Pramerica Fixed Duration Fund-Series AE-Regular 30,000 322.07 30,000 301.66 - -
Plan Growth
- Deutsche Asset Management Company -DWS FMP - - - - 2,00,49,046 2,375.05
SERIES 62
- HDFC FMP 366 days March 2014-(2) Series 31 Regular - - - - 1,10,00,000 1,303.64
Growth
- UTI Fixed Term Income Fund XXVI - VII (1140) days 1,70,00,000 1,814.07 1,70,00,000 1,701.82 - -
(Growth Plan)
- Aditya Birla Sun Life Fixed Term Plan-Series OJ(1136 1,50,00,000 1,603.04 1,50,00,000 1,501.23 - -
days) Growth Regular
- DHFL Pramerica Fixed Duration Fund-Series AF-Regular 50,000 539.95 50,000 500.61 - -
Plan Growth
- UTI Fixed Term Income Fund -Series XXVIII - II (1210 1,00,00,000 1,018.02 - - - -
Days) - Growth Plan
- Aditya Birla Sun Life Fixed Term Plan - Series PB (1190 62,50,000 634.08 - - - -
days),Regular Growth

171
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
9. INVESTMENTS (contd...) (H in Lakhs)
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Particulars Quantity Amount Quantity Amount Quantity Amount
(d) Investments in mutual funds - (at fair value through
profit and loss) (contd...)
- Sundaram Fixed Term Plan - IE - Regular Growth 1,00,00,000 1,013.45 - - - -
- UTI FIXED Term Income Fund XXVIII – X- 1153 Days - 1,50,00,000 1,512.33 - - - -
Growth Plan
- DHFL Pramerica Fixed Duration Fund Series AR-Regular 50,000 502.24 - - - -
Plan Growth
- HDFC FMP 1208D March 2018 (1) - Regular - Growth - 1,00,00,000 1,005.11 - - - -
Series - 39
- Kotak FMP Series 220 - Growth (Regular Plan) 1,00,00,000 1,000.00 - - - -
- HDFC Equity Savings Fund - Regular Plan -Growth 14,49,190 500.72 - - - -
- Kotak Equity Savings Fund - Growth (Regular Plan) 38,08,598 502.65 - - - -
- ICICI Prudential Equity Income Fund - Cumulative 39,00,156 499.61 - - - -
- Kotak Corporate Bond Fund - Growth 2,263 51.65 - - - -

(e) Investments in Alternate investment fund - (at fair value

through profit or loss)
- ASK Real Estate Special Situation Fund - I -RESSF-4071 200 200.00 50 50.00 - -
Total 18,923.15 6,611.89 13,076.27
Of the above:
Aggregate amount and market value of quoted - - 7,961.83
investments
Aggregate amount of unquoted investments 18,923.15 6,611.89 5,114.44
Aggregate amount of impairment in value of investments 1.50 1.50 1.50
# pending transfer in the Company’s name and not available for physical verification.

10. LOANS
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Unsecured, considered good
- Security deposits 732.93 674.51 665.00
- Loans to related parties (refer note 45.1) 1.55 1.51 39.37
- Loans to employees - - 0.93
Total 734.48 676.02 705.30

172 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
11. NON-CURRENT INCOME TAX ASSETS/ CURRENT INCOME TAX LIABILITIES (NET) (H in Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Non Current Income Tax Assets [net of provision H 19,145.48 lakhs (March 31, 2017: 1,033.53 1,881.13 1,629.25
H 21,785.16 lakhs; April 1, 2016: H 21,391.30 lakhs)]
Current Income Tax Liability [net of Advance tax H17,819.68 lakhs (March 31, 2017: 3,480.29 1,290.61 356.44
H 9,510.02 lakhs; April 1, 2016: H 6,722.39 lakhs)]

12. OTHER NON-CURRENT ASSETS

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Capital advances 31.71 181.00 81.56
Prepaid expenses (including deferred lease) 6.64 5.31 12.81
Advance Fringe benefit tax (net of provision of March 31, 2017:H 89 lakhs; March 31, 12.08 12.08 12.08
2017:H 89 lakhs; March 31, 2016: H 89 lakhs)
Balances with bank held as margin money* 20.32 20.32 19.01
Others
- Advances towards a Project (refer note 49) 162.70 162.70 162.70
- Other Advances 205.64 205.64 205.64
Total 439.09 587.05 493.80
* The above bank deposit is marked as lien against bank guarantee issued to Custom authorities.

13. INVENTORIES
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Raw materials 4,237.94 3,445.14 2,746.97
Work-in-progress 2,049.43 2,005.07 1,138.34
Finished goods 2,132.29 3,298.94 1,379.54
Stock-in-trade 2,264.35 1,474.72 1,349.80
Stores and Spares 699.15 1,050.74 937.92
Total 11,383.16 11,274.61 7,552.57
Write-downs of inventories to net realisable value amounted to H33.93 lakhs (March 31, 2017 – H154.38 lakhs, April 1, 2016 – H97.72 lakhs).
These were recognised as an expense during the year and included in ‘Changes in Inventories of finished goods, work-in-progress and stock-
in-trade’ in the Consolidated Statement of Profit and Loss.

173
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
14. INVESTMENTS (H in Lakhs)
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Particulars Quantity Amount Quantity Amount Quantity Amount
(a) Investments in Equity Instruments (Quoted, fully paid
up) - (at fair value through profit or loss)
- Equity shares of NOCIL Limited of H 10 each 22,79,550 4,361.95 38,78,550 3,640.08 - -
- Equity shares of Mafatlal Industries Limited of H 10 each 3,86,332 1,008.33 10,71,332 2,679.98 - -
(b) Investments in mutual funds (unquoted, fully paid) - (at
fair value through profit or loss)
- HDFC FMP 737D October 2013-(1) Series 28- Regular- - - - - 50,00,000 612.36
Growth
- ICICI Prudential Flexible Income Plan - Growth 4,29,052 1,430.10 - - 9,67,810 2,770.08
- UTI Short Term Income Fund - Institutional option - - - - - 53,35,523 969.29
Growth
- Reliance Interval Fund - II Series 2 - Growth plan - - - - 50,00,000 614.48
- ICICI Prudential Fixed Maturity Plan - Series 72 - 823 - - 62,00,000 828.69 62,00,000 739.72
Days Plan H Cumulative
- DHFL Pramerica Fixed Maturity Plan Series 62 Regular - - 2,00,49,046 2,572.91 - -
Plan - Growth
- HDFC FMP 366 days March 2014-(2) Series 31- Regular - - 1,10,00,000 1,406.83 - -
Growth
- ICICI Prudential Banking & PSU Debt Fund - Growth 40,60,533 811.21 40,60,532 761.72 - -
- ICICI Prudential Income Opportunities Fund - Growth - - 26,04,585 599.27 - -
- HDFC Liquid Fund - Regular Plan - Growth 34,099 1,162.96 23,847 763.02 - -
- IDFC Cash Fund - Growth - (Regular Plan) 55,588 1,169.26 16,376 322.77 - -
- UTI Liquid Cash Plan Institutional Growth 16,205 459.80 10,776 286.27 - -
- Aditya Birla Sun Life Short Term Fund - Growth - Regular 19,48,412 1,294.66 - - - -
Plan
- HDFC Short Term Opportunities Fund - Regular Plan 80,96,415 1,552.46 - - - -
Growth
- IDFC Corporate Bond Fund Regular Plan - Growth 1,16,95,255 1,390.36 - - - -
- Kotak Corporate Bond Fund - Standard Growth (Regular 56,002 1,278.23 - - - -
Plan)
- HDFC Medium Term Opportunities Fund – Regular Plan 26,48,375 511.43 - - - -
Growth
- Sundaram Banking and PSU Debt Fund  - Growth 18,73,017 510.31 - - - -
(Regular Plan)
- Kotak Flexi Debt Regular Plan-Growth 23,20,746 517.34 - - - -
- Aditya Birla Sun Life Medium Term Plan - Growth- 23,80,340 523.14 - - - -
Regular Plan
- Aditya Birla Sun Life Savings Fund - Growth- Regular Plan 3,87,110 1,323.55 - - - -
- Kotak Treasury Advantage Fund – Growth (Regular Plan) 52,34,831 1,454.95 - - - -
Total 20,760.04 13,861.54 5,705.93
Of the above:
Aggregate amount and market value of quoted 5,370.28 6,320.06 -
investments
Aggregate amount of unquoted investments 15,389.76 7,541.48 5,705.93
Aggregate amount of impairment in value of investments - - -

174 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
15. TRADE RECEIVABLES (H in Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Trade receivables from other parties 15,466.59 13,746.63 15,177.32
Trade receivables from related parties (refer note 45.1) 93.34 12.10 10.21
15,559.93 13,758.73 15,187.53
Break-up for security details
Secured, considered good 135.15 122.43 112.39
Unsecured, considered good 15,424.78 13,636.30 15,075.14
Doubtful 142.83 77.31 90.49
15,702.76 13,836.04 15,278.02
Less:- Allowance for doubtful debts (expected credit loss allowances) (refer note 43.7) (142.83) (77.31) (90.49)
Total 15,559.93 13,758.73 15,187.53

16A. CASH AND CASH EQUIVALENTS

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Cash on hand 8.39 9.12 7.56
Balances with banks in current account * 1,830.40 2,417.44 1,441.86
Total 1,838.79 2,426.56 1,449.42
*One current account with bank, which has not been transferred from Mafatlal Industries Limited pursuant to its scheme of demerger, is in
the process of being transferred in the Company’s name.

16B. OTHER BANK BALANCES

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Unpaid dividend 324.16 268.09 223.45
Buyback account 1.09 1.09 1.09
Deposits with original maturity of more than 3 month and less than 12 months 673.27 632.83 404.17
Deposits received under protest (refer note 50) 872.00 819.17 762.42
Balances in earmarked accounts (Unpaid matured debentures) 34.92 34.92 35.70
Total 1,905.44 1,756.10 1,426.83

17. LOANS
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Unsecured, considered good
- Security deposits 67.60 49.47 54.69
- Loans to related parties (refer note 45.1) 1,108.52 179.69 275.34
- Loans to employees 0.75 1.23 2.22
Total 1,176.87 230.39 332.25

175
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
18. OTHER FINANCIAL ASSETS (H in Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Rent Receivable 328.34 303.59 370.53
Derivative assets - Foreign exchange contracts 17.97 64.65 41.14
Total 346.31 368.24 411.67

19. OTHER CURRENT ASSETS

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Advances to suppliers 179.64 296.41 451.03
Prepaid expenses 202.55 172.41 186.36
Balances with government authorities 2,885.10 2,371.72 2,291.22
Other deposits 52.61 31.95 38.21
Others advances
- Unsecured, considered good 214.68 186.18 236.13
- Unsecured, considered doubtful 1.85 2.43 2.43
216.53 188.61 238.56
Less: provision for doubtful assets (1.85) (2.43) (2.43)
214.68 186.18 236.13
Total 3,534.58 3,058.67 3,202.95

20. EQUITY SHARE CAPITAL

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Authorised Shares
17,50,00,000 equity shares of H 2 each 3,500.00 3,500.00 3,500.00
Issued, subscribed and fully Paid shares
4,93,50,810 (as at 31st March 2017 - 4,89,56,485, as at 1st April 2016 - 4,89,36,485) 987.02 979.13 978.73
equity shares of H 2 each
Less: Calls in arrears [refer note 20 (e)] 0.15 0.13 0.15
Total 986.87 979.00 978.58

(a) Reconciliation of the number of shares and amount outstanding:

Particulars Number of shares Amount
Balance as at April 1, 2016 4,89,36,485 978.73
Add: Shares issued on exercise of employee stock options during the year 20,000 0.40
Balance as at March 31, 2017 4,89,56,485 979.13
Add: Shares issued on exercise of employee stock options during the year 3,94,325 7.89
Balance as at March 31, 2018 4,93,50,810 987.02

(b) Terms / rights attached to equity shares:

The Group has only one class of equity shares having a par value of H 2.00 per share (refer note 40.1). Each equity shareholder is entitled to
one vote per share. The Group declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to
the approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation the equity shareholders are eligible
to receive the remaining assets of the group in proportion to the number of and amounts paid on the shares held.

176 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
20. EQUITY SHARE CAPITAL (contd...)
(c) Information relating to Employee Stock Option Plan, including details of options issued, exercised and lapsed during the financial year
and options outstanding at the end of the reporting period, is set out in note 44.

(d) Details of shareholders holding more than 5% shares:

No. of fully paid
Particulars shares % of Holding
As at March 31, 2017
Mafatlal Impex Private Limited 1,16,56,420 23.62%
Smallcap World Fund, Inc 32,02,000 6.49%
As at March 31, 2017
Mafatlal Impex Private Limited 1,16,56,420 23.81%
As at April 1, 2016
Mafatlal Impex Private Limited 54,77,240 11.19%
Suremi Trading Private Limited 49,19,800 10.05%
NOCIL Limited 28,31,700 5.79%

(e) Calls unpaid (by other than officers and directors) (H in Lakhs)
Particulars No. of shares Amount
as at March 31, 2018
Equity shares of H 2 each, H 1 called up but unpaid 14,555 0.15
As at March 31, 2017
Equity shares of H 2 each, H 1 called up but unpaid 13,225 0.13
As at April 1, 2016
Equity shares of H 2 each, H 1 called up but unpaid 14,555 0.15

(f ) Out of the rights issue made in 2004-05, 109 equity shares could not be offered on rights basis due to the non-availability of details of
beneficial holders from depositories. The same are kept in abeyance.

21. OTHER EQUITY

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Capital Reserve no.1 8,035.17 8,035.17 8,035.17
Capital Reserve no.2 7,035.19 7,035.19 6,823.20
Capital redemption reserve 33.88 33.88 33.88
Securities Premium Reserve 1,558.55 1,164.72 1,148.82
General Reserve 7,333.34 7,333.34 7,333.34
Share Options Outstanding Account 207.09 230.69 125.98
Call in arrears pending for allotment 0.41 0.07 -
Foreign currency translation reserve 132.15 30.17 -
Retained Earnings 73,025.58 58,675.70 48,562.99
Total 97,361.36 82,538.93 72,063.38

(i) Capital Reserve No.1:

As at As at
Particulars March 31, 2018 March 31, 2017
Opening Balance 8,035.17 8,035.17
Closing Balance 8,035.17 8,035.17

177
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
21. OTHER EQUITY (contd...)
(ii) Capital Reserve no.2 (H in Lakhs)
As at As at
Particulars March 31, 2018 March 31, 2017
Opening Balance 7,035.19 6,823.20
Add: Compensation received pursuant to Montreal Protocol for phasing out production of ozone - 211.99
depleting substances
Closing Balance 7,035.19 7,035.19

(iii) Capital redemption reserve

As at As at
Particulars March 31, 2018 March 31, 2017
Opening Balance 33.88 33.88
Closing Balance 33.88 33.88

(iv) Securities Premium Reserve

As at As at
Particulars March 31, 2018 March 31, 2017
Opening Balance 1,164.72 1,148.82
Add: Received during the year on shares issued on exercise of employee stock options during the year 393.83 15.90
Closing Balance 1,558.55 1,164.72

(v) General Reserve

As at As at
Particulars March 31, 2018 March 31, 2017
Opening Balance 7,333.34 7,333.34
Closing Balance 7,333.34 7,333.34

(vi) Share Options Outstanding Account

As at As at
Particulars March 31, 2018 March 31, 2017
Opening Balance 230.69 125.98
Add: Recognition of share-based payments (Net) (23.60) 104.71
Closing Balance 207.09 230.69

(vii) Call in arrears pending for allotment

As at As at
Particulars March 31, 2018 March 31, 2017
Opening Balance 0.07 -
Add: Calls in arrears received during the year 0.34 0.07
Closing Balance 0.41 0.07

(viii) Foreign currency translation reserve

As at As at
Particulars March 31, 2018 March 31, 2017
Opening Balance 30.17 -
Add: Changes in foreign currency translation reserve 101.98 30.17
Closing Balance 132.15 30.17

178 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
21. OTHER EQUITY (contd...)
(ix) Retained Earnings (H in Lakhs)
As at As at
Particulars March 31, 2018 March 31, 2017
Opening Balance 58,675.70 48,562.99
Add: Profit for the year 17,977.80 13,660.36
Less:
Other comprehensive income for the year, net of income tax (68.48) (72.43)
Payment of dividends (including tax) (3,559.44) (3,475.22)
Closing Balance 73,025.58 58,675.70
Description of reserves
Capital Reserve no. 1 - Capital reserve no. 1 was created for excess of assets over liabilities and reserves taken over pursuant to the
scheme of demerger of chemical business of Mafatlal Industries Limited.

Capital Reserve no. 2 - Capital reserve no. 2 was created for compensation received pursuant to the Montreal Protocol for phasing out
production of ozone depleting substances.

Capital redemption reserve - Capital redemption reserve was created out of the general reserve during the buy back of equity shares
and it is a non-distributable reserves.

Securities premium reserve - The Securities Premium was created on issue of shares at a premium. The reserve is utilised in accordance
with the provisions of the Act.

General Reserve - The general reserve comprises of transfer of profits from retained earnings for appropriation purpose. The reserve can
be distributed/utilised by the Company in accordance with the provisions of the Act.

Share options outstanding account - The employee stock options outstanding represents reserve in respect of equity settled share
options granted to the Group’s employees in pursuance of the employee stock option plan.

Foreign currency translation reserve - Exchange differences arising on translation of the foreign operations are recognised in Other
Comprehensive Income and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss
when the net investment is disposed-off.

Retained earnings - This represent the amount of accumulated earnings of the Company.

22. BORROWINGS
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Secured - at amortised cost
Term loan from a bank * 421.84 1,109.52 2,182.17
Total 421.84 1,109.52 2,182.17
Terms of repayment and security
* Repayable in 7 half-yearly installments from September 2016. Interest is payable at 3 months LIBOR +2.60%. Being secured by second
charge on property, plant and equipment of the Holding Company.

23. PROVISIONS (H in Lakhs)

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Provision for compensated absences (refer note 42.3) 881.46 741.35 614.44
Total 881.46 741.35 614.44

179
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
23A. DEFERRED TAX LIABILITIES (NET) (H in Lakhs)
The balance comprises temporary differences attributable to: As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Deferred tax liabilities 4,601.33 5,069.15 4,087.09
Less: deferred tax assets 1,521.49 2,356.31 1,261.25
Total 3,079.84 2,712.84 2,825.84

23.1 MOVEMENT OF DEFERRED TAX

Deferred tax assets/ liabilities in relation to the year ended March 31, 2018 Recognised in
the Statement
Opening of Profit and Closing
Particulars Balance Loss balance
Deferred tax liabilities in relation to:
Property, plant and equipment and intangible assets 4,613.17 (694.28) 3,918.89
Financial asset measured at FVTPL 133.51 172.89 306.40
On undistributed profit 247.86 63.23 311.09
Foreign Currency translation reserve - - 12.58
Others 74.61 (22.24) 52.37
Total deferred tax liabilities 5,069.15 (480.40) 4,601.33
Deferred tax assets in relation to:
Indexation benefit on Investment properties 1,241.46 73.55 1,315.01
Provision for Compensated Absences 314.14 (228.88) 85.26
Provision for doubtful debts/ advances 27.60 22.96 50.56
Tax credits (MAT credit entitlement) 666.20 (666.20) -
Capital losses 98.31 (29.94) 68.37
Others 8.60 (6.32) 2.28
Total deferred tax assets 2,356.31 (834.83) 1,521.49
Total 2,712.84 354.43 3,079.84

Deferred tax assets/ liabilities in relation to the year ended March 31, 2017
Recognised in
the Statement
Opening of Profit and Closing
Particulars Balance Loss balance
Deferred tax liabilities in relation to:
Property, plant and equipment and intangible assets 3,698.83 914.34 4,613.17
Financial asset measured at FVTPL 77.17 56.34 133.51
On undistributed profit 271.99 (24.13) 247.86
Others 39.10 35.51 74.61
Total deferred tax liabilities 4,087.09 982.06 5,069.15
Deferred tax assets in relation to:
Indexation benefit on Investment properties 1,168.48 72.98 1,241.46
Provision for Compensated Absences 10.38 303.76 314.14
Provision for doubtful debts/ advances 32.16 (4.56) 27.60
Tax credits (MAT credit entitlement) - 666.20 666.20
Capital losses 48.91 49.40 98.31
Others 1.32 7.28 8.60
Total deferred tax assets 1,261.25 1,095.06 2,356.31
Total 2,825.84 (113.00) 2,712.84

180 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
24. OTHER NON-CURRENT LIABILITIES (H in Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Liability against project contracts (refer note 49) 1,334.95 1,334.95 1,334.95
Other payables 329.95 329.95 329.95
Deferred Government Grant 20.42 22.09 -
Total 1,685.32 1,686.99 1,664.90

25. BORROWINGS
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Secured - at amortised cost
- Term loan from a bank* 843.68 739.69 -
Unsecured - at amortised cost
- Commercial Papers ** - - 2,990.40
Bank overdraft - 2.55 -
Total 843.68 742.24 2,990.40
Terms of repayment and security
* Repayable in 7 half-yearly installments from September 2016. Interest is payable at 3 months LIBOR +2.60%. Being secured by second
charge on property, plant and equipment of the holding Company.
** The commercial papers carrying interest rate of 8.10% p.a. and is repayable within 3 months from April 1, 2016.

26. TRADE PAYABLES

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Trade payables
Trade payables - Micro enterprises and Small enterprises 486.21 651.82 481.37
Trade payables - Others 9,350.40 7,121.97 7,436.82
Trade payables - Related parties - 1.49 7.59
Total 9,836.61 7,775.28 7,925.78

Disclosures as required under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act).
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
a. Principal amount due to suppliers registered under the MSMED Act and 454.81 651.82 481.37
remaining unpaid as at year end
b. Interest due to suppliers registered under the MSMED Act and remaining unpaid 31.40 - -
as at year end
c. Principal amounts paid to suppliers registered under the MSMED Act, beyond 1,575.74 - -
the appointed day during the year
d. Interest paid, other than under Section 16 of MSMED Act, to suppliers registered - - -
under the MSMED Act, beyond the appointed day during the year
e. Interest paid, under Section 16 of MSMED Act, to suppliers registered under the - - -
MSMED Act, beyond the appointed day during the year
f. Interest due and payable towards suppliers registered under MSMED Act, for - - -
payments already made
g. Further interest remaining due and payable for earlier years - - -

181
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
27. OTHER FINANCIAL LIABILITIES (H in Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Unpaid dividends* 324.16 268.09 223.45
Unpaid money on buy-back of shares 1.09 1.09 1.09
Unclaimed matured debentures and interest accrued thereon 35.30 35.30 35.70
Derivative liability - Foreign exchange contract 9.18 73.13 80.96
Security Deposits received 1,255.87 1,219.97 1,134.08
Others 4.75 - -
Total 1,630.35 1,597.58 1,475.28
* There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of the Companies Act, 2013 as at
the year end except in the holding company for an amount of H 9.16 lakhs pertaining to interim dividend for the period 2010-11 which has
been transferred subsequent to the balance sheet date to the Investor Education and Protection Fund.

28. PROVISIONS
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Provision for compensated absences (refer note 42.3) 201.99 171.50 153.31
Total 201.99 171.50 153.31

29. OTHER CURRENT LIABILITIES

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Advances from customers (refer note 50) 1,386.22 1,297.95 1,071.24
Statutory dues 876.69 525.89 464.71
Deferred Government Grant 1.67 1.67 -
Gratuity Payable (refer note 42.2) 78.94 - 54.50
Other Payables
- to a related party (refer note 45.1) 557.01 12,720.50 -
- Others 2,247.65 1,846.51 3,241.56
Total 5,148.18 16,392.52 4,832.01

182 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
30. REVENUE FROM OPERATIONS (H in Lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Sale of products 89,799.84 77,425.25
Sale of services 2,184.11 703.55
Other operating revenues
- Scrap Sales 147.14 131.90
- Export Incentives 403.25 61.49
Total 92,534.34 78,322.19

31. OTHER INCOME

For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Interest Income
- on banks deposits 43.52 39.52
- on income tax refund 1,062.67 16.00
- on loans and advances 378.51 328.15
- others 0.21 0.36
Dividend income
- on investments in others 77.54 173.65
- Lease rental income on investment properties (refer note 6) 1,479.23 1,661.50
Other gains and losses
- Net gain arising on financial assets mandatorily measured at FVTPL 3,342.94 2,319.25
- Net gain arising on sale of equity investment 2,036.06 568.12
- Excess provision of earlier years written back (net) 2.89 30.38
- Net gain arising on sale of Mutual Fund 492.54 284.11
- Net gain on foreign currency transactions and translation 57.58 -
- Profit On Sale Of Undertaking (refer note 51) 53.94 -
- Miscellaneous Income 223.61 162.50
Total 9,251.24 5,583.54

32. COST OF MATERIALS CONSUMED

For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Raw material consumed 35,911.60 32,259.25
Packing Material consumed 2,459.14 2,431.75
Total 38,370.74 34,691.00

183
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
33. CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE
(H in Lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Inventories at the end of the year
Finished goods 2,132.29 3,298.94
Work-in-process 2,049.43 2,005.07
Stock-in-trade 2,264.35 1,474.72
6,446.07 6,778.73
Inventories at the beginning of the year
Finished goods 3,298.94 1,379.54
Work-in-process 2,005.07 1,138.34
Stock-in-trade 1,474.72 1,349.80
6,778.73 3,867.68
(332.66) 2,911.05
Less: Sale of inventories consequent to slump sale (refer note 51) 450.15 -
(Less)/Add: Foreign currency translation adjustments (229.64) 222.24
Net (decrease) / Increase (112.15) 3,133.29

34. EMPLOYEE BENEFITS EXPENSE

For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Salaries, Wages and bonus 9,740.48 8,109.85
Contribution to provident and other funds (refer note 42.1 and 42.3) 630.07 559.09
Employee share-based payment expense (refer note 44) 64.02 104.71
Staff Welfare Expenses 464.93 272.90
Gratuity expenses (refer note 42.2) 153.82 134.10
Total 11,053.32 9,180.65

35. FINANCE COSTS

For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
-Interest on borrowings 52.90 92.13
-Others 66.41 177.61
Total 119.31 269.74

36. DEPRECIATION AND AMORTISATION EXPENSE

For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Depreciation of property, plant and equipment (refer note 5A) 3,841.68 2,858.14
Depreciation of investment property (refer note 6) 113.47 113.44
Amortisation of intangible assets (refer note 7) 22.95 20.89
Total 3,978.10 2,992.47

184 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
37. OTHER EXPENSES (H in Lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Power and fuel 5,240.33 4,498.05
Rent expense (refer note 41.1) 684.96 601.33
Repairs and Maintenance
- Plant and Machinery 888.09 806.11
- Buildings 156.78 121.47
Consumption of stores and spares 3,092.96 2,675.07
Excise duty (231.71) 94.48
Transport and freight charges (net) 1,920.11 1,564.06
Labor contract charges 1,468.72 1,267.72
Property maintenance expenses 11.50 12.36
Legal and Professional Charges (refer note 37.1) 967.36 1,211.31
Rates & Taxes 416.64 486.19
Insurance 162.87 156.70
Directors Sitting Fees 39.02 40.25
Loss on Sale/ retirement of property, plant & equipment 553.45 57.38
Net loss on foreign currency transactions and translation 7.05 22.60
Provision for doubtful debts / advances (net) 64.07 (13.17)
Expenditure on Corporate Social Responsibility (refer note 37.2) 296.52 302.08
Miscellaneous expenses 2,748.60 2,467.50
Total 18,487.32 16,371.49

37.1 PAYMENTS TO AUDITORS

For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
a) For audit 25.50 18.00
b) For other services 25.50 32.06
c) For reimbursement of expenses 0.13 0.38
Total 51.13 50.44

37.2 CORPORATE SOCIAL RESPONSIBILITY

For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
a) Gross amount required to be spent by the company during the year 223.98 176.11
b) Amount spent during the year on 296.52 302.08

In cash Yet to paid in cash

For the year March 31, 2018
i) Construction/ acquisition of any asset - -
ii) On purposes other than (i) above 261.15 35.37

For the year March 31, 2017

i) Construction/ acquisition of any asset - -
ii) On purposes other than (i) above 289.04 13.04

185
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
38 INCOME TAXES RELATING TO CONTINUING OPERATIONS
38.1 Income tax expenses recognised (H in Lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
In respect of the current year
- Current tax recognised in Consolidated Statement of Profit and Loss 8,049.03 4,618.33
- Deferred tax recognised in Consolidated Statement of Profit and Loss 354.43 (113.00)
8,403.46 4,505.33
In respect of the current year
- Current tax recognised in other comprehensive income (36.78) (38.33)
(36.78) (38.33)
Total income tax expense recognised in the current year 8,366.68 4,467.00

The income tax expense for the year can be reconciled to the accounting profit as follows:
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Profit before tax 26,649.25 18,201.21
Income tax expense calculated at 34.608% (2016-2017: 34.608%) 9,222.77 6,299.07
Effect of:
Income exempt from tax (1,945.60) (821.61)
Expenses that are not deductible in determining taxable profit 247.00 158.16
Tax concessions availed / reversed 65.03 (1,458.97)
Unused tax losses and tax setoff not recognised as deferred tax assets earlier - (196.12)
Income taxable at different tax rate 103.60 (90.01)
Deductible temporary differences on account of indexation benefits recognised as deferred (73.55) (71.96)
tax assets
Excess provision for tax - 666.20
Income tax on sale of undertaking 466.31 -
Finance lease income chargeable to tax 288.98 -
Others 28.92 20.57
Income tax expense recognised in Consolidated Statement of Profit and loss 8,403.46 4,505.33

39. SEGMENT INFORMATION

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker
(“CODM”) of the Group. Chairman and Managing Director of the Group are the chief operating decision makers. The Group operates only
in one Business Segment i.e. ‘Chemical Business’ which constitutes a single reporting segment.

The Group has two geographical segments based upon location of its customers - within and outside India:
(H in Lakhs)
As at and for the year ended As at and for the year ended
PARTICULARS March 31, 2018 March 31, 2017
Within India Outside Total Within India Outside Total
India India
Revenues 44,066.91 48,467.43 92,534.34 42,378.00 35,944.19 78,322.19
Carrying cost of non current assets@ 48,601.93 793.11 49,395.04 63,107.48 608.12 63,715.60
Cost incurred on acquisition of property, plant 4,326.28 263.67 4,589.95 17,431.05 111.63 17,542.68
and equipment
@ Excluding financial assets.

Note: Considering the nature of business of the Group in which it operates, the Group deals with various customers. Consequently, none
of the customer contributes materially to the revenue of the Group.

186 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
40. EARNING PER SHARE
Earnings per share is calculated by dividing the profit attributable to the equity shareholders by the weighted average number of equity
shares outstanding during the year, as under

For the year ended For the year ended

Particulars March 31, 2018 March 31, 2017
Profit for the year attributable to equity shareholders - (H in lakhs) - A 17,977.80 13,660.36
Weighted average number of equity shares outstanding during the year - B 4,92,51,111 4,89,41,690
Effect of Dilution :
Weighted average number of ESOP shares outstanding 1,18,420 4,29,125
Weighted average number of Equity shares adjusted for the effect of dilution - C 4,93,69,531 4,93,70,815
Basic earnings per share - H (A/B) 36.50 27.91
Diluted earnings per share - H (A/C) 36.41 27.67
Nominal value per share - H 2.00 2.00

40.1 At the 19th Annual General Meeting of the Company held on June 29, 2017, Members of the holding Company have passed Resolution
approving sub-division of shares in the ratio of 5 Equity Shares of H 2 each for every 1 Equity Share of H 10 each. The record date for the
aforesaid sub-division was July 20, 2017. Consequently, the basic and diluted earnings per share have been adjusted for the sub-division
of shares for the year ended March 31, 2017 in accordance with the provisions of Ind AS 33, ‘Earnings per Share’.

41. LEASING ARRANGEMENT

41.1 The Group has taken office, residential premises and vehicles under operating lease or leave and license agreements. These are generally
cancellable in nature and range between 11 months to 60 months. These leave and license agreements are generally renewable or
cancellable at the option of the Company or the lessor. The lease payment recognised in the Consolidated Statement of Profit and Loss
is H 684.96 lakhs (as at March 31, 2017 H 601.33 lakhs).

41.2 The Group has taken office premise under non-cancellable lease rental agreement. Details of minimum lease payments for the same are
as under: (H in Lakhs)
As at As at
Particulars March 31, 2018 March 31, 2017
not later than one year 302.16 399.34
later than one year and not later than five years 1,372.33 1,073.74
later than five years - 402.65
Total 1,674.49 1,875.73

42. EMPLOYEE BENEFIT PLANS

42.1 Defined Contribution Plan
The company has recognised the following amounts in the Statement of Profit and Loss for the year: (H in Lakhs)
As at As at
Particulars March 31, 2018 March 31, 2017
Contribution to Provident Fund 62.79 47.82
Contribution to Family Pension Fund 93.10 89.41
Contribution to Superannuation Fund 314.89 284.33
Contribution to Employees' State Insurance Scheme 9.14 3.30
Contribution to Employees' Deposits Linked Insurance Scheme 5.89 5.54
Total 485.81 430.40

187
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
42. EMPLOYEE BENEFIT PLANS (contd...)
42.2 Defined Benefit Plans
(i) Risk exposure to defined benefit plans
The plans typically expose the Group to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk .

Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by
reference to market yields at the end of the reporting period on Indian government securities; if the return on plan asset is below
this rate, it will create a plan deficit.

Interest risk: A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase
in the return on the plan’s debt investments.

Longevity risk: The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality
of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase
the plan’s liability.

Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants.
As such, an increase in the salary of the plan participants will increase the plan’s liability.

The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out at
March 31, 2018. The present value of the defined benefit obligation, and the related current service cost and past service cost, were
measured using the projected unit credit method.

(ii) Gratuity (Funded)

The Group sponsors funded defined benefit gratuity plan for all eligible employees of the Group. The Group’s defined benefit
gratuity plan requires contributions to be made to a separately administered trust. The gratuity plan is governed by the Payment
of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of
benefits provided depends on the member’s length of service and salary at retirement age. Group makes provision for gratuity fund
based on an actuarial valuation carried out at the end of the year using ‘projected unit credit’ method.

(a) Principal assumptions

The principal assumptions used for the purposes of the actuarial valuations of gratuity liability were as follows.

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
1. Discount rate 7.68% 7.09% 7.79%
2. Salary escalation 11% 10% 10%
3. Mortality rate Indian Assured Lives Mortality (2006-08) Ultimate
4. Attrition rate 11% 11% 11%

(b) The amount included in the balance sheet arising from the Company’s obligation in respect of its defined benefit plan (gratuity)
is as follows:
Balances of defined benefit plan (H in lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Present value of funded defined benefit obligation 2,046.82 (1,794.01) (1,598.46)
Fair value of plan assets 1,967.88 1,799.15 1,543.96
Net (liability)/asset arising from gratuity (78.94) 5.14 (54.50)

188 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
42. EMPLOYEE BENEFIT PLANS (contd...)
(c) Expenses recognised for defined benefit plan and movement of plan assets and liabilities
Following is the amount recognised in Consolidated Statement of Profit and Loss, other comprehensive income, movement in
defined benefit liability (i.e. gratuity) and movement in plan assets: (H in lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
A. Components of expense recognised in the Statement of Profit and Loss
Current service cost 154.18 129.85
Net interest expenses (0.36) 4.25
Total (A) 153.82 134.10
B. Components of defined benefit costs recognised in other Comprehensive
Remeasurement on the net defined benefit liability:
-Return on plan assets (excluding amounts included in net interest expense) 15.94 0.98
-Actuarial gains and losses arising from changes in financial assumptions 38.48 59.74
-Actuarial gains and losses arising from experience adjustments 50.84 50.04
Total (B) 105.26 110.76
C. Movements in the present value of the defined benefit obligation
Opening defined benefit obligation 1,794.01 1,598.46
Current service cost 154.18 129.85
Interest cost 127.20 124.52
Remeasurement (gains)/losses:
-Actuarial gains and losses arising from changes in financial assumptions 38.48 59.74
-Actuarial gains and losses arising from experience adjustments 50.84 50.04
Liabilities assumed for employee transferred from other entity - 55.92
Benefits paid (117.90) (224.52)
Closing defined benefit obligation (C) 2,046.81 1,794.01
D. Movements in the fair value of the plan assets
Opening fair value of plan assets 1,799.15 1,543.96
Interest income 127.56 120.27
Remeasurement gain (loss):
-Return on plan assets (excluding interest income) (15.94) (0.98)
Contributions by employer 175.00 304.50
Asset transferred in for employee transferred from other entity - 55.92
Benefits paid (117.90) (224.52)
Closing fair value of plan assets (D) 1,967.87 1,799.15

(d) The expected contribution to the plan for the next financial year is H198.04 lakhs (Previous Year: H 149.04 lakhs)

(e) Category wise plan assets

The fair value of the plan assets at the end of the reporting period for each category, are as follows:
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Central Government of India 11.81% 12.52% 20.17%
State Government Securities 20.16% 18.02% 12.99%
Special Deposits Scheme 9.80% 10.38% 9.90%
Debt Instruments/Corp Bonds 58.24% 59.08% 56.94%
189
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
(f ) The weighted average duration of the defined benefit obligation is 7 years (Previous year : 6 years). The expected maturity
analysis of gratuity is as follows: (H in lakhs)
Particulars Within 1 year 1-5 years Above 5 years
As at March 31, 2018 198.31 487.80 1,540.07
As at March 31, 2017 317.64 785.67 1,679.51

(g) Sensitivity analysis:

Significant actuarial assumptions for the determination of the defined obligation are discount rate and expected salary
increase and attrition rate. The sensitivity analyses below have been determined based on reasonably possible changes of the
respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. Following
is the impact of changes in assumption in defined benefit obligation of gratuity:
(H in lakhs)
As at As at
Increase/ (decrease) in assumptions March 31, 2018 March 31, 2017
Impact of discount rate for 50 basis points increase (49.86) (50.63)
Impact of discount rate for 50 basis points decrease 52.61 38.01
Impact of salary escalation rate for 50 basis points increase 50.76 36.57
Impact of salary escalation rate for 50 basis points decrease (48.62) (49.70)
Impact of attrition rate for 50 basis points increase (10.64) (15.99)
Impact of attrition rate for 50 basis points decrease 11.13 1.36
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation
as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be
correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been
calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in
calculating the defined benefit obligation liability recognised in the balance sheet.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from previous year

(iii) Provident fund (funded)

In respect of certain employees, provident fund contributions are made to a separately administered trust. Such contribution to
the provident fund for all employees, are charged to the Statement of Profit and Loss. In case of any liability arising due to shortfall
between the return from its investments and the guaranteed specified interest rate, the same is provided for by the Group. The
actuary has provided an actuarial valuation and the interest shortfall liability, if any, has been provided in the books of accounts after
considering the assets available with the provident fund trust.

(a) The amount included in the balance sheet arising from the Group’s obligation in respect of its defined benefit plan (trust
managed provident fund) is as follows:
Balances of defined benefit plan (H in lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Present value of funded defined benefit obligation (2,373.85) (1,806.73) (1,606.98)
Fair value of plan assets 2,523.55 1,931.68 1,732.62
Net Assets/(Liabilities)* - - -
* Excess of fair value of plan assets over present value of funded defined benefit obligation has not been recognised.

190 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
(b) Expenses recognised for defined benefit plan and movement of plan assets and liabilities
Following is the amount recognised in Consolidated Statement of Profit and Loss, movement in defined benefit liability (i.e.
provident fund) and movement in plan assets: (H in lakhs)
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
A. Components of expense recognised in the Statement of Profit and Loss
Current service cost 144.26 128.70
Expected Return on plan assets (180.47) (128.80)
Net interest expenses 180.47 128.80
Total (A) 144.26 128.70
B. Movements in the present value of the defined benefit obligation
Opening defined benefit obligation 1,806.73 1,606.98
Current service cost 144.26 128.70
Interest cost 180.47 128.80
Employee Contribution 217.82 185.63
Liabilities assumed for employee transferred from other entity 183.24 15.46
Benefits paid (158.67) (258.84)
Closing defined benefit obligation (B) 2,373.85 1,806.73
C. Movements in the fair value of the plan assets
Opening fair value of plan assets 1,931.68 1,732.62
Remeasurement gain / (loss): 24.75 (0.69)
Expected Return on plan assets 180.47 128.80
Contributions 362.08 314.33
Asset transferred in for employee transferred from other entity 183.24 15.46
Benefits paid (158.67) (258.84)
Closing fair value of plan assets (C) 2,523.55 1,931.68
(c) Category wise plan assets
The fair value of the plan assets at the end of the reporting period for each category, are as follows:
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Central Government of India 11.17% 13.36% 15.17%
State Government Securities 20.73% 15.11% 10.41%
Special Deposits Scheme 30.15% 34.22% 38.82%
Public Sector Units 34.01% 33.69% 32.43%
Private Sector Bonds 2.04% 1.44% 0.87%
Others 1.90% 2.18% 2.30%

42.3 Other Long term Employee Benefits:

The liability for Compensated absences as determined by Independent actuary as at the balance sheet date is H 1,083.45 lakhs (March
31, 2017: H 912.85 lakhs, April 1, 2016: H 767.75 lakhs).

43. FINANCIAL INSTRUMENTS AND RISK REVIEW

43.1 Capital Management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide
returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the
capital structure, the Company may return to shareholders the capital or issue new shares or take such appropriate action as may be

191
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
needed. The Company considers total equity reported in the financial statements to be managed as part of capital. The Company does
not have any Net Debt (Net debt includes, interest bearing loans and borrowings less cash and cash equivalents) as at March 31, 2018
and March 31, 2017.

43.2 Fair value measurements

(i) Categories of financial instruments (H in lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Financial assets
Measured at Amortised Cost
– Cash and Bank Balances 3,744.23 4,182.66 2,876.25
– Investments 296.29 - -
– Trade receivables 15,559.93 13,758.73 15,187.53
– Loans 1,911.35 906.41 1,037.55
– Other financial assets 328.34 303.59 370.52
Measured at fair value through profit and loss (FVTPL)
(a) mandatorily measured
– Equity instruments 5,524.87 6,474.65 8,116.42
– Investments in mutual funds / Other funds 33,862.03 13,998.78 10,665.78
– Derivative assets 17.97 64.65 41.14
(b) designated at FVTPL - - -
Measured at fair value through other comprehensive income (FVTOCI) - - -

Financial liabilities
Measured at Amortised Cost
– Borrowing 1,265.52 1,851.76 5,172.57
– Trade payable 9,836.61 7,775.28 7,925.78
– Other financial liabilities 1,621.17 1,524.45 1,394.32
Measured at fair value through profit and loss (FVTPL)
(a) mandatorily measured
– Derivative liability 9.18 73.13 80.96
(b) designated at FVTPL - - -

(ii) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a)
recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial
statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified
its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows
underneath the table.

Financial assets measured at fair value - (H in lakhs)

recurring fair value measurements Level 1 Level 2 Level 3 Total
Financial assets
Investments in equity instruments
As at March 31, 2018 5,370.28 154.59 - 5,524.87
As at March 31, 2017 6,320.06 154.59 - 6,474.65
As at April 01, 2016 7,961.83 154.59 - 8,116.42

192 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
43.2 Fair value measurements (contd...)

Financial assets measured at fair value - (H in lakhs)

recurring fair value measurements Level 1 Level 2 Level 3 Total
Financial assets
Investments in mutual funds
As at March 31, 2018 33,662.03 - 200.00 33,862.03
As at March 31, 2017 13,948.78 - 50.00 13,998.78
As at April 01, 2016 10,665.78 - - 10,665.78

Derivative liability
As at March 31, 2018 - 9.18 - 9.18
As at March 31, 2017 - 73.13 - 73.13
As at April 01, 2016 - 80.96 - 80.96
Level 1 : Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and
mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using
the closing price as at the reporting period. The mutual funds are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques
which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

(iii) Valuation technique used to determine fair value

1. The fair value of the unquoted investments is determined using quoted bid prices in an active market.
2. The fair value of the unquoted investments is determined using the inputs other than quoted prices included in level 1 that are
observable for assets and liabilities.
3. Company has made investments in ‘Ask Real Estate Special Situation Fund’. The aforesaid Fund has been set up to invest in
various projects, however, the Fund currently is in start up phase. Hence, based on management assessment, the fair value of
such investment is not materially different from its carrying value.

(iv) Fair value of Financial assets and liabilities measured at amortised cost
The carrying amounts of cash and cash equivalents, trade receivables, receivables from related parties and trade payables are
considered to be the same as their fair values due to their short-term nature. Fair value of security deposits approximates the
carrying value.

43.3 Financial risk management objectives

The Group’s activities exposes it to a variety of financial risks including market risk, credit risk and liquidity risk. The Group’s primary risk
management focus is to minimize potential adverse effects of financial risks on its financial performance. The Group’s risk management
assessment and policies and processes are established to identify and analyze the risks faced by the Group, to set appropriate risk limits
and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are
reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group does not enter into or trade financial
instruments, including derivative financial instruments, for speculative purposes.

43.4 Market Risks

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and other price risk. The
Group enters into derivative financial instruments to manage its exposure to foreign currency risk including forward foreign exchange
contracts.

193
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
43.5 Foreign exchange risk
(i) Exposure to foreign exchange risk:
The Group has international operations and is exposed to foreign exchange risk arising from foreign currency transactions. Foreign
exchange risk arises from future commercial transactions and recognised financial assets and liabilities denominated in a currency
that is not the functional currency of the entity in the Group. The risk also includes highly probable foreign currency cash flows.

The Group has exposure arising out of export, import and other transactions other than functional risks. The Group hedges its
foreign exchange risk using foreign exchange forward contracts. The same is within the guidelines laid down by Risk Management
Policy of the Group.

(ii) Foreign exchange risk management:

To manage the foreign exchange risk arising from recognized assets and liabilities, Group use spot transactions, foreign exchange
forward contracts, according to the Group’s foreign exchange risk policy. Group’s treasury is responsible for managing the net
position in each foreign currency and for putting in place the appropriate hedging actions. The Group’s foreign exchange risk
management policy is to selectively hedge net transaction exposures in major foreign currencies.

The carrying amounts of the Group’s unhedged foreign currency denominated monetary assets and monetary liabilities at the end
of the reporting period are as follows:

As at March 31, 2018 As at March 31, 2017 As at April 1, 2016

(H in lakhs) Foreign (H in lakhs) Foreign (H in lakhs) Foreign
currency In currency In currency In
Particulars lakhs) lakhs) lakhs)
Amount receivable
USD 54.71 0.84 - - 138.06 2.08
GBP 7.24 0.08 10.77 0.13 2.26 0.02
EURO 13.07 0.16 - - - -
Amount payable
USD 1,138.86 17.47 44.02 0.68 66.06 1.00
GBP 0.75 0.01 0.40 * 0.12 *
EURO - - - - 2.75 0.04
* Amount is below the rounding off norms adopted by the company

(iii) Foreign exchange risk sensitivity:

3% is the sensitivity rate used when reporting foreign currency risk and represents management’s assessment of the reasonably
possible change in foreign exchange rates. The sensitivity analysis includes only outstanding unhedged foreign currency
denominated monetary items and adjusts their translation at the period end for a 3% change in foreign currency rates. A positive
number below indicates an increase in profit and negative number below indicates a decrease in profit. Following is the analyze of
change in profit where the Indian Rupee strengthens and weakens by 3% against the relevant currency:
(H in lakhs)
For year ended March 31, 2018 As at March 31, 2017
Foreign currency 3% strengthen 3% weakening 3% strengthen 3% weakening
USD (32.52) 35.52 1.32 (1.32)
GBP 0.19 (0.19) (0.31) 0.31
EURO 0.39 (0.39) - -

In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at
the end of the reporting period does not reflect the exposure during the year.

194 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
43.5 Foreign exchange risk (contd...)
(iv) Forward foreign exchange contracts
The following table details the forward foreign currency contracts outstanding at the end of the reporting period:
As at the year end
Exposure to H in lakhs Foreign Currency
Currency buy / sell in lakhs
US Dollars
March 31, 2018 sell 5656.83 86.48
March 31, 2017 sell 5,233.40 80.70
April 1, 2016 sell 6,730.16 101.58
GBP
March 31, 2018 sell - -
March 31, 2017 sell - -
April 1, 2016 sell 37.23 0.39
EURO
March 31, 2018 sell 246.43 3.03
March 31, 2017 sell 18.61 0.27
April 1, 2016 sell 112.64 1.49
US Dollars
March 31, 2018 Buy 2,737.37 41.82
March 31, 2017 Buy 2,387.82 36.82
April 1, 2016 Buy 2,986.75 45.08

43.6 Other price risks

The Group is mainly exposed to the price risk due to its investments in equity instruments. The price risk arises due to uncertainties about
the future market values of these investments. Equity price risk is related to the change in market reference price of the investments in
equity securities. In general, these securities are not held for trading purposes. These investments are subject to changes in the market
price of securities.

In order to manage its price risk arising from investments in equity instruments, the Group maintains its portfolio in accordance with the
framework set by the Risk Management policies. Any new investment or divestment must be approved by the Board of Directors, Chief
Financial Officer and Investments Committee.

Price Risk Sensitivity Analysis:

As an estimation of the approximate impact of price risk, with respect to investments in equity instruments, the Company has calculated
the impact as follows:

For equity instruments, a 10% increase in equity prices would have led to approximately an additional H537.03 lakhs gain in statement
of profit and loss (Previous year: H632.01 lakhs). A 10% decrease in equity prices would have led to an equal but opposite effect.

43.7 Interest rate risk:

Interest rate risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The
Group is exposed to interest rate risk because funds are borrowed in floating interest rate. Interest rate risk is measured by using the cash
flow sensitivity for changes in variable interest rate. The Group has exposure to interest rate risk, arising principally on changes in GBP
LIBOR rate.

If interest rate had been 50 basis points higher and all other variables were held constant profit for the year ended March 31, 2018 would
have been lower by H 6.33 lakhs (previous year: H 9.26 lakhs). An opposite impact would have been on profit had the interest rate had
been 50 basis points lower.

195
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
43.8 Credit risk
(i) Exposures to credit risk
The Group is exposed to credit risk, which is the risk that counterparty will default on its contractual obligation resulting in a
financial loss to the Group. The credit risk arises from its operating activities (i.e. primarily trade receivables), from its investing
activities including deposits with banks and financial institutions and other financial instruments.

(ii) Credit risk management

1) Trade receivable
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to H15,567.61
lakhs (March 31, 2017 - H 13,713.61 lakhs April 01, 2016 - H 15,165.63 lakhs).

Trade receivables are typically unsecured and are derived from revenue earned from customer Credit risk has always been
managed by the Group through credit approvals, establishing credit limits and continuously monitoring the creditworthiness
of customers to which the Group grants credit terms in the normal course of business.

The Group uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix
takes into account a continuing credit evaluation of our customers’ financial condition; ageing of trade accounts receivable
and the Group’s historical loss experience.

Trade receivables are written off when there is no reasonable expectation of recovery. The allowance for lifetime expected
credit loss on customer balances as at March 31, 2018 was H 142.83 lakhs (March 31, 2017 - H 77.31 lakhs ; April 1, 2016 - H 90.49
lakhs).

Movement in the credit loss allowance (H in lakhs)

For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Balance at the beginning 77.31 90.49
Movement in expected credit loss allowance on trade receivable calculated at 65.52 (13.18)
lifetime expected credit losses
Balance at the end 142.83 77.31

2) Cash and Cash Equivalent

Credit risk on cash and cash equivalents is limited as group generally invest in deposits with banks and financial institutions
with high credit ratings assigned by international and domestic credit rating agencies.

3) Investment in Mutual Funds

Credit risk on investments in mutual fund is limited as group invested in mutual funds issued by the financial institutions with
high credit ratings assigned by credit rating agencies.

43.9 Liquidity risk

Liquidity risk is the risk that the Group will face in meeting its obligations associated with its financial liabilities. The Group’s approach to
managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses.

(i) Liquidity risk tables

The Group maintained a cautious liquidity strategy, with a positive cash balance throughout the year ended March 31, 2018 and
March 31, 2017. Cash flow from operating activities provides the funds to service the financial liabilities on a day-to-day basis.

196 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
43.8 Credit risk (contd...)
The Group regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet operational needs.
Any short term surplus cash generated, over and above the amount required for working capital management and other operational
requirements, is retained as cash and cash equivalents (to the extent required) and any excess is invested in interest bearing term
deposits and other highly marketable liquid investments with appropriate maturities to optimise the cash returns on investments
while ensuring sufficient liquidity to meet its liabilities.

(ii) Maturities of financial liabilities

The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their
carrying balances as the impact of discounting is not significant.
(H in lakhs)
Carrying Less than more than
Particulars amount 1 year 1 year Total
As at March 31, 2018
– Borrowing 1,265.52 843.68 421.84 1,265.52
– Trade payable 9,836.61 9,836.61 - 9,836.61
– Other financial liabilities 1,621.17 1,621.17 - 1,621.17
– Derivative liabilities (on net basis) 9.18 9.18 - 9.18
As at March 31, 2017
– Borrowing 1,851.76 742.24 1,109.52 1,851.76
– Trade payable 7,775.28 7,775.28 - 7,775.28
– Other financial liabilities 1,524.45 1,524.45 - 1,524.45
– Derivative liabilities (on net basis) 73.13 73.13 - 73.13
As at April 01, 2016
– Borrowing 5,172.57 2,990.40 2,182.17 5,172.57
– Trade payable 7,925.78 7,925.78 - 7,925.78
– Other financial liabilities 1,394.32 1,394.32 - 1,394.32
– Derivative liabilities (on net basis) 80.96 80.96 - 80.96

44. SHARE BASED PAYMENTS

Details of the employee share based plan of the Group
Employee stock option scheme 2007 (“ESOS 2007”) - The Shareholders at their Annual General Meeting held on July 20,2007 had
approved the issue of Stock Options to eligible employees and directors, including the Managing Director(s) and the Whole Time
Director(s) but excluding the promoters or persons belonging to the promoter group of the holding Company to the extent maximum
of 5% of issued and paid up share capital of the holding Company from time to time. Each option is exercisable into one fully paid-up
Equity Shares of H 2 each of the holding Company. These options are to be issued in one or more tranches and on such terms and
conditions (including exercise price, vesting period, exercise period etc.) as may be determined by the Nomination and Remuneration
Committee (NRC) in accordance with the provisions of the ESOS 2007, SEBI Regulations and in compliance with other applicable laws
and regulations. The stock options granted under ESOS 2007 shall be capable of being exercisable on vesting within 10 years from grant
date.

Employee stock option scheme 2017 (“ESOS 2017”) - The Shareholders at their Annual General Meeting held on June 29,2017 had
approved the issue of Stock Options to eligible employees and directors, including the Managing Director(s) and the Whole Time
Director(s) but excluding the promoters or persons belonging to the promoter group of the holding Company and its subsidiary
companies to the extent maximum of 5% of issued and paid up share capital of the holding Company from time to time. Each option
is exercisable into one fully paid-up Equity Shares of H 2 each of the holding Company. These options are to be issued in one or more
tranches and on such terms and conditions (including exercise price, vesting period, exercise period etc.) as may be determined by

197
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
44. SHARE BASED PAYMENTS (contd...)
the Nomination and Remuneration Committee (NRC) in accordance with the provisions of the ESOS 2017, SEBI Regulations and in
compliance with other applicable laws and regulations. The stock options granted under ESOS 2017 shall be capable of being exercisable
on vesting within 10 years from grant date.

(i) The following share-based payment arrangements were in existence during the current and prior years under the scheme:
Number of
Stock Options
Scheme Grant date Granted Vesting period Exercise Price (H)
ESOS 2007 July 28, 2007 1,11,000* 4 Years 74.84
July 28, 2007 40,000* 4 Years 81.49
April 28, 2014 4,33,500* 2 Years 78.00
June 29, 2015 1,50,115* 2 Years 194.80
October 24, 2016 56,075* 2 Years 554.40
ESOS 2017 March 19, 2018 58,830 2 Years 780.00
*Adjusted to corporate actions (refer note 40.1)

(ii) The following reconciles the Stock Options outstanding at the beginning and end of the period:
Year ended March 31, 2018 Year ended March 31, 2017
Weighted Weighted
Number of average exercise Number of average exercise
Scheme stock option price (H) stock option price (H)
Balance at beginning of year
ESOS 2007 5,90,010 154.02 5,65,535 108.59
ESOS 2017 - - - -
Granted during the year
ESOS 2007 - - 56,075 554.40
ESOS 2017 58,830 780.00 - -
Exercised during the year
ESOS 2007 3,94,325 78.00 20,000 81.40
ESOS 2017 - - - -
Expired during the year
ESOS 2007 (1,925) 554.40 (11,600) 133.62
ESOS 2017 (130) 780.00 - -
Balance at the end year
ESOS 2007 1,93,760 295.60 5,90,010 154.02
ESOS 2017 58,700 780.00 - -

(iii) Share options outstanding at the end of the year have the following expiry date and exercise prices:

Exercise price Share options Share options Share options

Grant Date Expiry Date (H) March 31, 2018 March 31, 2017 April 1, 2016
July 28, 2007 July 27, 2017 81.49 - - 20,000
April 28, 2014 April 27, 2024 78.00 - 3,91,000 3,98,000
June 29, 2015 June 28, 2025 194.80 1,39,910 1,43,235 1,47,535
October 24, 2016 October 23, 2026 554.40 53,850 55,775 -
March 19, 2018 March 18, 2028 780.00 58,700 - -

198 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
44. SHARE BASED PAYMENTS (contd...)
(iv) Stock Options granted during the period were fair valued using a Black Scholes option pricing model. The expected volatility is
based on the historical share price volatility (based on the remaining life of the options), adjusted for any expected change to future
volatility due to publicly available information:
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Inputs into the model
Expected volatility (%) 38.63% 39.68%
Option life (Years) 4 7
Dividend yield (%) 1.11% 3.82%
Risk-free interest rate 7.65% 6.83%

(v) Expenses arising from employee share based payment transaction recognised in the Consolidated Statement of Profit and Loss as
part of employee benefit expense for the year ended March 31. 2018 is H 64.02 lakhs (March 31, 2017 H 104.71 lakhs). Also refer note
34.

45. RELATED PARTY TRANSACTIONS

Following are the name and relationship of related parties with which Group have transactions/ balances:
1. Enterprises over which key management personnel and their relatives are able to exercise significant influence
Mafatlal Industries Limited (upto August 19, 2016)
NOCIL Limited (upto August 19, 2016)
Arvind Mafatlal Foundation Trust
Sri Sadguru Seva Sangh Trust
Seth Navinchandra Mafatlal Foundation Trust

2. Joint Ventures
Swarnim Gujarat Fluorspar Private Limited
Convergence Chemicals Private Limited

3. Associate:
Urvija Associates, India - a partnership firm where the Company is a partner

4. Key Management personnel

Shri Hrishikesh A. Mafatlal (upto August 19, 2016)
Shri Vishad P. Mafatlal (Executive Director w.e.f. August 19, 2016)
Shri Shekhar S. Khanolkar - Managing Director
Shri T.M.M. Nambiar - Independent Non-Executive Director
Shri P.N.Kapadia - Independent Non-Executive Director
Shri S.S.Lalbhai - Independent Non-Executive Director
Shri S.M.Kulkarni - Independent Non-Executive Director
Shri S.G.Mankad - Independent Non-Executive Director
Shri H.H.Engineer - Independent Non-Executive Director
Shri A.K.Srivastava - Independent Non-Executive Director
Smt R.V.Haribhakti - Independent Non- Executive Director

199
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
45. RELATED PARTY TRANSACTIONS (contd...)
45.1 Disclosures in respect of significant transactions with related parties during the year:
(H in Lakhs)
Year ended Year ended
Transactions March 31, 2018 March 31, 2017
Sale of finished goods
NOCIL Limited - 0.81
Convergence Chemicals Private Limited 238.69 -

Sale of Business Unit

Convergence Chemicals Private Limited 15,449.98 -

Other Income
Convergence Chemicals Private Limited 85.19 -

Dividend Income
Mafatlal Industries Limited - 53.24
NOCIL Limited - 82.20

Rental income
NOCIL Limited - 62.40
Convergence Chemicals Private Limited 0.29 -

Interest Income and Guarantee Commission

Convergence Chemicals Private Limited 364.48 293.25

Reimbursement of expenses paid

Mafatlal Industries Limited - 28.99

Advance / Loan given to

Convergence Chemicals Private Limited 325.00 -

Property Maintenance Expenses

Mafatlal Industries Limited - 12.36

Sale of Investment in equity shares

Mafatlal Industries Limited - 615.40
NOCIL Limited - 493.58

Repayment of advances / Reimbursement of expenses from

Convergence Chemicals Private Limited 785.05 654.96

Share of loss in a partnership firm

Urvija Associates 0.15 0.12

Capital contribution in a partnership firm

Urvija Associates
- current 0.15 0.12

200 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
45.1 Disclosures in respect of significant transactions with related parties during the year: (contd...)
(H in Lakhs)
Year ended Year ended
Transactions March 31, 2018 March 31, 2017
Donation
Sri Sadguru Seva Sangh Trust 110.00 60.00
Arvind Mafatlal Foundation Trust - 100.00

Managerial remuneration
Shri Hrishikesh A. Mafatlal - 236.08
Shri Vishad P.Mafatlal 565.17* 269.16
Shri Shekhar S. Khanolkar 660.41* 347.01

Director Sitting fees and Commission

Shri Vishad P.Mafatlal - 1.75
Shri T.M.M.Nambiar 21.60* 18.30
Shri P.N.Kapadia 21.60* 17.95
Shri S.S.Lalbhai 21.95* 17.60
Shri S.M.Kulkarni 21.95* 18.30
Shri S.G.Mankad 19.85* 15.50
Shri H.H.Engineer 19.85* 15.50
Shri A.K.Srivastava 19.85* 15.50
Smt R.V.Haribhakti 19.50* 15.85
* Commission payable to Independent, Non-executive directors of H 571.00 lakhs for the year ended March 31, 2018 is subject to
approval of shareholders.

Disclosures of significant closing balances: (H in Lakhs)

As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Amounts due to
Mafatlal Industries Limited - - 6.10
NOCIL Limited - 1.49 1.49
Convergence Chemicals Private Limited 553.25 12,720.50 -

Commission due to Directors

Shri Hrishikesh A. Mafatlal - 90.37 188.00
Shri Vishad P.Mafatlal 329.00 150.63 9.00
Shri Shekhar S. Khanolkar 126.43 92.70 58.30
Shri T.M.M. Nambiar 16.00 12.00 9.00
Shri P. N. Kapadia 16.00 12.00 9.00
Shri S. S. Lalbhai 16.00 12.00 9.00
Shri S. M. Kulkarni 16.00 12.00 9.00
Shri S. G. Mankad 16.00 12.00 9.00
Shri H.H.Engineer 16.00 12.00 9.00
Shri A.K.Srivastava 16.00 12.00 9.00
Smt R.V.Haribhakti 16.00 12.00 9.00

201
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
Disclosures of significant closing balances: (contd...) (H in Lakhs)
As at As at As at
March 31, 2018 March 31, 2017 April 1, 2016
Amounts due from
Mafatlal Industries Limited - 0.03 0.09
NOCIL Limited - 0.22 -
Convergence Chemicals Private Limited 976.57 - 275.34
Urvija Associates 1.58 1.74 1.86

Corporate Guarantee given

Convergence Chemicals Private Limited 4,900.00 4,900.00 -
Terms and Condition:
1. Sales
The sales to related parties are in the ordinary course of business. Sales transactions are based on prevailing price lists. For the year
ended March 31, 2018, the Group has not recorded any loss allowances for trade receivables from related parties.

2. Loan to Joint Venture Company

The holding Company has given loan to Convergence Chemicals Private Limited (CCPL) for working capital requirement. The loan
balances as at March 31, 2018 was H 325.00 lakhs. These loans are unsecured and carry an interest rate of 14% and repayable on
demand.

3. Guarantees to joint venture company

Guarantees provided to the lenders of the joint venture company are for availing term loans from the lender banks.

46. CAPITAL AND OTHER COMMITMENTS (H in Lakhs)

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
I Capital commitments for Property, Plant and Equipment:
Estimated amount of contracts remaining to be executed on capital account and 474.02 895.91 439.96
not provided for
II Other commitments:
Estimated amount of obligation on account of non-fulfillment of export 324.11 92.29 47.90
commitments under various advance licenses

47. CONTINGENT LIABILITIES (H in Lakhs)

As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Claims against the Group not acknowledged as debts
a. Income tax matters - Matters decided against the group in respect of which the 965.37 2,034.92 1,933.49
company has preferred an appeal.
b. Excise duty matters 102.50 231.34 268.13
c. Sales-tax matters 128.56 128.56 136.63
d. Employee related matters 7.00 7.00 7.00
e. Corporate guarantee for debt availed by the Joint Venture Company 4,900.00 4,900.00 -
f. Other Bank guarantees 15.11 15.11 15.11
Note : It is not practicable for the Group to estimate the closure of these issues and the consequential timings of cash flows, if any, in respect
of the above.

202 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
48. RESEARCH AND DEVELOPMENT EXPENDITURE
The details of research and development expenditure of H 1,787.68 lakhs (as at 31st March, 2017 H 1,427.54 lakhs) included in the figures
reported under notes 5 and 32 to 37 are as under:
(H in Lakhs)
As at As at
Particulars March 31, 2018 March 31, 2017
Capital Expenditure 206.98 32.71
Revenue Expenditure 1,580.70 1,394.83
1,787.68 1,427.54
The details of revenue expenditure incurred on research and development are as under :
Salaries / Wages 814.01 691.25
Material / Consumable / Spares 291.74 309.35
Utilities 131.41 125.23
Other expenditure 186.69 111.93
Depreciation 156.85 157.07
1,580.70 1,394.83

49. Mafatlal Industries Limited was executing a project in Iraq when hostilities broke out between Iraq and Kuwait in 1990-91, resulting in
suspension of project work. In view of the post war sanctions imposed by the United Nations and the Government of India, suspended
operations could not be resumed. The customer’s bankers have asked for extension of bank guarantees for advance payment and
performance and the State Bank of India (SBI), in turn, had claimed that the funds deposited with them in respect of the aforesaid project
are subject to lien which was subsequently released on alternate arrangements. In view of the continuing uncertain circumstances,
the receipts and payments under the contracts, transferred to the Company pursuant to the sanctioned scheme of Mafatlal Industries
Limited, continue to be carried forward and necessary adjustments would be made on the status of the project becoming clearer.

50. Before transfer of assets to Sulakshana Securities Limited (SSL) by Mafatlal Industries Limited (MIL) pursuant to its sanctioned scheme
of rehabilitation, MIL had initiated steps for revision in rent/recovery of expenses and fi led legal proceedings for eviction of some of its
tenants/ (now) ex-tenants who were occupying at that time some of the premises in its building at Nariman Point, Mumbai. Pending
resolution of those legal cases, rent of Nil, as at March 31, 2017, Nil, (aggregate to date, H 66.43 lakhs, as at April 1, 2016, H66.43 lakhs)
and recovery of expenses of H Nil, as at March 31, 2017, Nil (aggregate to date, H 42.40 lakhs, as at March 31, 2017; H 42.40 lakhs as at
April 1, 2016), have not been accounted, on legal advice. The ex-tenants have filed Civil Revision Application and secured a stay from
the Honorable Bombay High Court in April 2013 against the Order of the appeal bench of Honorable Small Causes Court awarding an
increased amount to SSL. During the year 2014-15, pursuant to the directions of the Honorable Bombay High Court and the Undertakings
provided by SSL, it received H 655.58 lakhs deposited by the ex-tenants which is subject to final disposal of the matter. SSL is liable to
refund the amount if the final decision goes against it. Pending final decision on the matter, the aforesaid amount has been kept in Term
deposit account and the interest thereon is not considered as an Income.

51. The Group’s business relating to manufacture and sale of Specialty Fluorochemicals at Dahej was transferred to Convergence Chemicals
Private Limited, a joint venture between the Group and Piramal Enterprise Limited, with effect from December 1, 2017, on a going
concern basis by way of slump sales together with all the identified assets, liabilities, consents, permissions, services of employees etc.
Revenue from operations of this Business till November 30, 2017 was H 5,568.28 lakhs, which are included in the Consolidated Statement
of Profit and Loss.

52. FIRST-TIME ADOPTION OF IND-AS

This is the Group’s first financial statements prepared in accordance with Ind AS.

The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended March 31, 2018,
the comparative information presented in these financial statements for the year ended March 31, 2017 and in the preparation of an

203
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
52. FIRST-TIME ADOPTION OF IND-AS (contd...)
opening Ind AS balance sheet as at April 01, 2016 (the date of transition). In preparing its opening Ind AS balance sheet, the Group has
adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under
Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP).
An explanation of how the transition from previous GAAP to Ind AS has affected the Group’s financial position, financial performance
and cash flows is set out in the following tables and notes..

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous
GAAP to Ind AS.

Ind AS Optional exemptions

(i) Business Combination
The Group has elected not to apply Ind AS 103 Business Combinations retrospectively for all the business combinations
occurred before the transition date i.e. April 1, 2016.

(ii) Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment,
Intangible assets and investment properties as recognised in the financial statements as at the date of transition to Ind AS,
measured as per the previous GAAP and use that as its deemed cost as at the date of transition.

Accordingly, the group has elected to measure all of its property, plant and equipment, intangible assets and investment
properties at their previous GAAP carrying value.

(iii) Investments in joint venture companies

In respect of all joint ventures which were earlier accounted using the proportionate consolidation technique under previous
GAAP, the Group has measured its investments in those joint ventures as the aggregate of corresponding carrying amounts of
the assets and liabilities as a deemed cost on the date of transition as per Ind AS-111 - Joint arrangement.

(iv) Share-based payments

The Company has elected not to apply Ind AS 102 Share-Based Payment, to equity instruments that vested prior to the date of
transition to Ind AS.

(v) Cumulative translation differences

Ind AS 101 permits cumulative translation gains and losses to be reset to zero at the transition date. The group elected to reset
all cumulative translation gains and losses to zero by transferring it to opening retained earnings at the transition date.

Ind AS mandatory exception

(i) Estimates
The entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made
for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless
there is objective evidence that those estimates were in error.

Upon an assessment of the estimates made under previous GAAP, the Company has concluded that there was no necessity to
revise such estimates under Ind AS, except where estimates were required by Ind AS and not required by previous GAAP.

(ii) Classification and measurement of financial asset

Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of facts and circumstances
that exist at the date of transition to Ind AS.

204 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
52.1 Reconciliation of total equity as at March 31, 2017 and April 1, 2016 (H in Lakhs)
As at As at
Particulars Notes March 31, 2017 April 1, 2016
Total equity (shareholder's funds) under previous GAAP 76,451.75 64,534.44
Ind AS adjustments
-Measurement of investments at fair value A 6,138.25 6,368.96
-Reversal of provision for proposed dividend including tax thereon D - 1,295.77
- Others B,C (36.26) (26.73)
-Recognition of deferred taxes in accordance with Ind AS E 964.19 869.52
Total adjustment to equity 7,066.18 8,507.52
Total equity (shareholder's funds) under Ind AS 83,517.93 73,041.96

52.2 Reconciliation of total comprehensive income for the year ended March 31, 2017:
(H in Lakhs)
For the year ended
Particulars Notes March 31, 2017
Profit as per previous GAAP 13,837.69
Adjustments :
- Measurement of investments at fair value A (230.71)
- Share based payment costs recognised based on fair value method F (104.71)
- Remeasurement of defined benefit obligation recognised in other comprehensive income under G 72.43
Ind AS, net of taxes
- Others B,C (9.55)
- Recognition of deferred taxes in accordance with Ind AS E 95.21
Total adjustment to profit or loss (177.33)
Profit or loss under Ind AS 13,660.36
Other comprehensive income under Ind AS, net of tax (42.26)
Total comprehensive income under Ind AS 13,618.10
Note: Total comprehensive income was not reported under previous GAAP. Therefore the reconciliation starts with profit under previous GAAP

52.3 EFFECT OF IND AS ADOPTION ON THE STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2017:
(H in Lakhs)
Particulars Previous GAAP Adjustments Ind AS
Net cash flows from operating activities 22,830.80 (13,591.40) 9,239.40
Net cash flows from investing activities (16,614.92) 15,058.52 (1,556.40)
Net cash flows from financing activities (4,516.57) (2,191.84) (6,708.41)
Net increase/(decrease) in cash and cash equivalents 1,699.31 (724.72) 974.59
The adjustments are primarily on account of deconsolidation of Convergence Chemicals Private Limited, Bank overdraft and other Ind AS
reclassifications.

Notes to Reconciliation
A. Fair valuation of investments
Under previous GAAP, investments in equity instruments and mutual funds were classified as non-current investments or current
investments based on the intended holding period and realisability. Non-current investments were carried at cost less provision for
other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair value. Under
Ind AS, Fair value changes with respect to investments in equity instruments/mutual funds have been recognised in retained earnings
as at the date of transition and subsequently in the Consolidated Statement of Profit and Loss.

205
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
52.3 EFFECT OF IND AS ADOPTION ON THE STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2017:
(contd...)
B. Foreign Exchange Forward Contracts
Under previous GAAP, foreign currency forward contract has been accounted by amortising the forward premium/ discount. Under Ind
AS, these derivative instruments are measured at fair value at each reporting date with changes in the fair value is recognised in the
Consolidated Statement of Profit and Loss.

C. Security Deposits
Under the previous GAAP, interest free lease security deposits (that are refundable in cash) are recorded at their transaction value. Under
Ind AS, all financial assets are required to be recognised at fair value on initial recognition. Accordingly, the Group has fair valued these
security deposits under Ind AS. Difference between the fair value and transaction value of the security deposit has been recognised as
prepaid rent.

D. Proposed dividend
Under previous GAAP, dividends proposed by the Board of Directors after the Balance Sheet date, but before the approval of the Financial
Statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognised as a liability. Under Ind
AS, such dividends are recognised when the same is approved by the Shareholders in the General Meeting. Accordingly, the liability
for proposed dividend (including dividend distribution tax) of as at April 01, 2016: H1,295.77 Lakhs included under provisions has been
reversed with corresponding adjustment to retained earnings. Consequently, the total equity increased by an equivalent amount.

E Deferred tax
Current tax/Deferred tax have been recognised on the adjustments made on transition to Ind AS. MAT credit entitlement as per previous
GAAP is reclassified under deferred tax assets.

F Employee stock option expense

Under the previous GAAP, the cost of equity-settled employee share-based plan were recognised using the intrinsic value method.
Under Ind AS, the cost of equity settled share-based plan is recognised based on the fair value of the options as at the grant date.

G Remeasurements of post-employment benefit obligations

Under Ind AS, remeasurements that is actuarial gains and losses and the return on plan assets, excluding amounts included in the net
interest expense on the net defined benefit liability are recognised in Other Comprehensive Income instead of Statement of Profit or
Loss. Under previous GAAP, these remeasurements were forming part of the Consolidated Statement of Profit and Loss for the year.

Other explanatory notes not impacting total equity or profit

Other Comprehensive Income

Under Ind AS, all items of income and expense recognised in a period should be included in the Consolidated Statement of Profit and Loss
for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in the Consolidated
Statement of Profit and Loss but are shown in the Profit and Loss as ‘other comprehensive income’ includes remeasurements of defined
benefit plans. Exchange differences arising on translation of the foreign operations are also recognised through Other Comprehensive
Income unlike previous GAAP in which such exchange differences are recognised directly in equity. The concept of other comprehensive
income did not exist under previous GAAP.

Excise Duty
Under the previous GAAP, revenue from sale of products was presented exclusive of excise duty. Under Ind AS, revenue from sale of
goods is presented inclusive of excise duty. The excise duty paid is presented on face of the Consolidated Statement of Profit and Loss.

Discounts and Commission

Under the previous GAAP, cash discount and other trade offers and incentives were forming part of other expenses. Under Ind AS, the
same has been netted off against revenue.

206 l ANNUAL REPORT 2017-18

Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
53. The Ministry of Corporate Affairs (MCA) in its notification dated March 30, 2017 amended Schedule III to the Companies Act, requiring
companies to provide the following disclosure in the financial statements in respect of Specified Bank Notes (SBN) held and transacted
during the period November 8, 2016 to December 30, 2016: (H in Lakhs)
Other
denomination
Particulars SBNs notes Total
Closing cash in hand as on November 8, 2016 8.93 0.81 9.74
(+) Permitted receipts - 36.75 36.75
(-) Permitted payments - (22.28) (22.28)
(-) Amount deposited in Banks (8.91) - (8.91)
Closing cash in hand as on December 8, 2016 * 0.02 15.28 15.30
*SBN Notes of H 0.02 lakhs have been written-off as at March 31, 2017.

54A. DETAILS OF THE SUBSIDIARIES

Details of the Group’s subsidiaries at the end of the reporting period are as follows:
Place of Proportion of ownership interest
incorporation and voting power held by the Group
and As at As at As at
Name of the Subsidiary Principal activity operation March 31, 2018 March 31, 2017 April 1, 2016
Sulakshana Securities Limited - SSL Lease rental of India 100% 100% 100%
investment property
Manchester Organics Limited - MOL Chemical Business U.K 100% 100% 100%
Navin Fluorine (Shanghai) Co. Ltd Chemical Business China 100% 100% 100%
NFIL (UK) Ltd Chemical Business U.K 100% 100% 100%
NFIL (USA) Ltd Chemical Business USA 100% N.A. N.A.

54B. INVESTMENTS IN ASSOCIATE

Aggregate information of associate that is not material
(H in Lakhs)
As at As at
Particulars March 31, 2018 March 31, 2017
The Group's share of loss from continuing operations - (0.12)
The Group's share of post-tax profit/(loss) from discontinued operations - -
The Group's share of other comprehensive income - -
The Group's share of loss in total comprehensive income - (0.12)

54C. INVESTMENTS IN JOINT VENTURES

Aggregate information of Joint Ventures that are not individually material
(H in Lakhs)
As at As at
Particulars March 31, 2018 March 31, 2017
The Group's share of loss from continuing operations (267.99) (35.40)
The Group's share of post-tax profit/(loss) from discontinued operations - -
The Group's share of other comprehensive income - -
The Group's share of loss in total comprehensive income (267.99) (35.40)

207
Notes to the Consolidated Financial Statements as at and for the year ended March 31, 2018
54C. INVESTMENTS IN JOINT VENTURES (contd...)
(H in Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Aggregate carrying amount of the Group’s interests in the associate 3,148.32 3,416.31 3,451.71

There was no change in the group’s ownership interest in Joint Ventures during the year. There are no significant restrictions on the
ability of Joint Ventures to transfer funds to the Group in the form of cash dividends, or to repay loans or advances made by the Group.

55 The Board of Directors has recommended final dividend of H 3.60 per share of the face value of H 2/- each (180%) and a special dividend
of H 3/- per share of the face value of H 2/- each (150%), on completion of 50 years of business, subject to approval by the Members at
the forthcoming Annual General Meeting of the Company.

56 NAME OF THE ENTITY

Net assets, i.e., total assets
minus total liabilities Share of profit or loss
As % of As % of
consolidated Amount consolidated Amount
Name of the entity net assets (H in lakhs) profit or loss (H in lakhs)
Parent
Navin Fluorine International Ltd 92.85% 91,319.25 99.97% 18,005.40

Subsidiaries
Indian
Sulakshana Securities Limited - SSL 0.28% 270.86 1.05% 188.37
Foreign
Manchester Organics Limited - MOL 3.02% 2,967.58 1.27% 229.43
Navin Fluorine (Shanghai) Co. Ltd 0.07% 64.80 (0.49)% (87.65)
NFIL (UK) Ltd 3.79% 3,725.66 (0.31)% (56.11)
NFIL (USA) Inc 0.00% 0.07 - -

Joint Ventures (as per equity method)

Indian
Swarnim Gujarat Fluorspar Private Limited – SGFPL - - (0.03)% (5.26)
Convergence Chemicals Private Limited – CCPL - - (1.46)% (262.73)

Associate (as per equity method)

Urvija Associates - - 0.00% (0.15)

57. Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year’s classifications /
disclosures.

In terms of our report attached

For Price Waterhouse Chartered Accountant LLP
Firm Registration No. 012754N/N500016

}
Jeetendra Mirchandani V. P. Mafatlal S. S. Khanolkar T. M. M. Nambiar R. V. Haribhakti
Partner Chairman Managing Director S. S. Lalbhai A. K. Srivastava
Directors
Membeship No. 48125 P. N. Kapadia S. G. Mankad
N. B. Mankad Sitendu Nagchaudhuri S. M. Kulkarni H. H. Engineer
th
Mumbai, 9 May, 2018 Company Secretary Chief Financial Officer

208 l ANNUAL REPORT 2017-18

 Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of companies (Accounts) Rules,2014)
Statement containing salient features of the financial statement of subsidiaries

Part “A” subsidiaries (H in lacs)

Name of the Reporting % of Reporting Share Other Total Total Investments Turnover Profit / Provision Profit / Dividend
Sr.
Subsidiary period for the shareholding currency and capital Equity assets Liabilities (Loss) before for (Loss) after
No.
Company subsidiary Exchange rate taxation taxation taxation
1 Sulakshana 1st April, 2017 - 100% INR 15.00 255.85 2,642.24 2,371.39 51.65 238.58 50.21 188.37 -
Securities Limited 31st March, 2018
2 Manchester 1st April, 2017 - *100% GBP 0.09 2,967.48 4,357.76 1,390.19 - 4,313.25 187.43 (57.07) 244.51 -
Organics Limited 31st March, 2018 1 GBP = INR
92.2775
3 NFIL (UK) Limited 1st April, 2017 - 100% GBP 4,743.06 144.51 6,199.31 1,311.74 5,842.62 - (59.79) - (59.79) -
31st March, 2018 1 GBP = INR
92.2775
4 NFIL (USA) Inc 1st April, 2017 - **100% USD 0.07 - 0.14 0.07 - - - - - -
31st March, 2018 1 USD = INR
65.1750
5 Navin Fluorine 1st April, 2017 - 100% RMB 269.56 (204.75) 65.67 0.86 - - (91.87) - (91.87) -
(Shanghai) Co. Ltd 31st March, 2018 1 RMB = INR
10.3825
* Navin Fluorine International Limited holds 51% and NFIL (UK) Limited holds 49% in Manchester Organics Limited
** NFIL (UK) Limited holds 100% in NFIL (USA) Inc
1 Names of subsidiaries which are yet to commence operations: None
2 Names of subsidiaries which have been liquidated or sold during the year: None

Part “B” Joint Ventures

Statement pursuant to section 129 (3) of the companies Act 2013 related to Joint Ventures (H in lacs)
Latest audited Shares of Joint Ventures/Associate held Net worth Profit/Loss for the year
Balance Sheet by the Company on the year end attributable to
Sr. Date No. of Amount of Extend of shareholding Considered in Not
Name of the Joint Venture/Associates
No. Shares investment in Holding % as per latest Consolidation Considered in
Joint Venture audited Consolidation
Balance Sheet
1 Swarnim Gujarat Fluorspar Private Limited – SGFPL 31 March, 2018 10,82,500 108.25 49.43% 73.20 (5.26) -
2 Convergence Chemicals Private Limited – CCPL 31 March, 2018 3,43,04,900 3,430.49 49.00% 3,078.46 (262.73) -
3 Urvija Associates (Partnership Firm) 31 March, 2018 - 0.80 80.00% 2.13 - -
1 . Names of joint ventures which are yet to commence operation : Swarnim Gujarat Fluorspar Private Limited - SGFPL

209
2 . Names of joint ventures which have been liquidated or sold during the year : None
 NOTES

210 l ANNUAL REPORT 2017-18

 NAVIN FLUORINE INTERNATIONAL LIMITED
FORM NO. MGT-11
PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN L24110MH1998PLC115499
Regd. Office: 2nd Floor, Sunteck Centre, 37/40, Subhash Road, Vile Parle (East), Mumbai 400057
Email: [email protected] Website: www.nfil.in Tel. 022-66509999, Fax No.: 022-66509800

Name of the Member(s)

Registered Address:

E-mail id:
Folio No./Client ID:
DP ID:

I / We, being the member(s) ................................................................................ Shares of the above named company, hereby appoint:

(1) Name ............................................................................... Address .........................................................................................................................

Email ID:........................................................................... Signature ...................................................................................... or failing him/her

(2) Name ............................................................................... Address .........................................................................................................................

Email ID:........................................................................... Signature ...................................................................................... or failing him/her

(3) Name ............................................................................... Address .........................................................................................................................

Email ID:........................................................................... Signature ...................................................................................... or failing him/her

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 20th Annual General Meeting of the Company to be held on Tuesday,
the 24th July 2018 at 3.00 p.m. at Rama & Sundri Watumull Auditorium, K.C. College, Dinshaw Wacha Road, Churchgate, Mumbai-400020 and at any adjourn-
ment thereof in respect of such resolutions as are indicated below:

Resolution No. Resolution

Ordinary Business
1. Adoption of Directors’ Report, Audited Financial Statements for the year ended 31st March, 2018 and Auditors’ Report
thereon
2. Confirmation of Interim Dividend and Declaration of Final Dividend and Special Dividend.
3. SPECIAL RESOLUTION for Re-appointment of Shri T.M.M. Nambiar who retires by rotation and being eligible, offers
himself for re-appointment.
Special Business

4. SPECIAL RESOLUTION for continuance of Shri S.M. Kulkarni as an Independent Director for the balance term of his
current tenure upto 24th June, 2019.
5 ORDINARY RESOLUTION for reclassification of the persons/entities from the existing “Promoter”/ “Promoter Group”
category to “Public” category
6 ORDINARY RESOLUTION U/s.148(3) of the Companies Act, 2013 for approval of remuneration of Cost Auditor.

Signed this ………………………………………………… day of ……………………………………………………, 2018.

Affix
…………………………………………………… H1
Signature of the Shareholder Revenue
Stamp

……………………………………………………
Signature of Proxy holder(s)
Notes: This form of Proxy in order to be effective, should be duly completed and deposited at the Registered Office of the Company, not less than 48
hours before the commencement of the meeting.
 NAVIN FLUORINE INTERNATIONAL LIMITED
CIN L24110MH1998PLC115499
Regd. Office: 2nd Floor, Sunteck Centre, 37/40, Subhash Road, Vile Parle (East), Mumbai 400057
Tel. 022-66509999, Fax No: 022-66509800, Website: www.nfil.in Email: [email protected]

ATTENDANCE SLIP
PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL. Joint Shareholders may
obtain additional attendance slips on request. (Folio Nos., DP ID*, Client ID* & Name of the Shareholder/Joint holders/Proxy in BLOCK
LETTERS to be furnished below:

Shareholder DP ID* Client ID* Folio No. of Shares held

Proxy

I hereby record my presence at the Twentieth Annual General Meeting of the Company to be held on Tuesday, the 24th July, 2018 at
3.00 P.M. at Rama & Sundri Watumull Auditorium, K.C. College, Dinshaw Wacha Road, Churchgate, Mumbai 400020.

SIGNATURE OF THE SHAREHOLDER OR PROXY

NOTES:
Shareholders/Proxy holders are requested to bring the attendance slip with them when they come to the Meeting and hand it over at
the gate after affixing their signature on it.

2. Shareholders are requested to advise, indicating their folio Nos., DP ID*, Client ID*, the change in their address, if any, to the Registrar
& Share Transfer Agents, at Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot No 31-32, Gachibowli, Financial District ,
Nanakramguda, Hyderabad 500 032.

*Applicable for investors holding shares in Electronic (Demat) form.

 ROUTE MAP TO ANNUAL GENERAL MEETING VENUE
Location: Rama and Sundri Watumull Auditorium at Kishinchand Chellaram College (K.C. College),
124, Dinshaw Wacha Road, Churchgate, Mumbai-400 020
Landmark: Oval Maidan
C R E AT I N G VA L U E S H A R I N G VA L U E

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campaign

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Army, Home for the Aged (Mumbai)
Navin Fluorine
International Limited
A product • [email protected] Printed by: www.westernpress.in