Annual Report 2005 Navin Fluorine

ARVIND MAFATLAL GROUP
NAVIN FLUORINE
I N T E R N A T I O N A L Y O U R I D E A L L I M I T E D P A R T N E R
ANNUAL REPORT 2004-2005
CONTENTS
Board of Directors etc. Notice Directors' Report Auditors' Report Balance Sheet Profit and Loss Account Cash Flow Statement Schedules 1 to 18 Statement Pursuant to Section 212 Subsidiary Company ; Sulakshana Securities Limited Consolidated Financial Statement 2 5 20 22 .23 24 26-44 45 46-55 56-78
SHAREHOLDERS' INFORMATION 1. Trading in Equity Shares of the Company is permitted only in Dematerialised form as per the notification issued bySEBI. Demat Code of Navin Fluorine International Limited ISIN: INE 048 G01018 - Fully Paid Shares ISIN: IN 9048 GO 1016 - Partly Paid Shares The Shares of the Company are listed on Mumbai and Ahmedabad Stock Exchanges and the listing fees for both the exchanges have been paid by the Company for the year 2005-2006. The Company's Share Registrar & Transfer Agents : Sharepro Services (I) Pvt. Ltd.: Satam Estate, 3rd Floor, Above Bank of Baroda, Chakala, Andheri (East), Mumbai 400 099. Phone:022-28215168, 28202114, 28202108, Fax:022-28375646 The Shareholders are requested to notify change in address, if any, immediately to the R & T Agents at the above address mentioning their Folio Numbers. 1. Shareholders intending to require information about accounts to be explained in the Meeting are requested to inform the Company at least seven days in advance of the Annual General Meeting. 2. Shareholders are requested to bring their copy of the 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.
2. 3.
7th Annual General Meeting

on Wednesday, the 27th July, 2005 At 3.00 p.m. at S.N.D.T. Womens' University, Patkar Hall, 1, Nathibai Damodar Thackersey Road,
Churchgate, Mumbai 400 020.

BOARD OF DIRECTORS:
^.
SHRI H.A. MAFATLAL SHRI A.K. PURI SHRI T.M.M. NAMBIAR SHRI P.N. KAPADIA SHRI S.S. LALBHAI SHRI V.P. MAFATLAL SHRI D.S. UMALKAR SHRI A.K. SRTVASTAVA
Chairman & Managing Director Director Director Director Director Director Chief Executive Officer Finance Director
COMPANY SECRETARY: SHRI NIRAJ B. MANKAD
BANKERS: STATE BANK OF HYDERABAD
AUDITORS: MESSRS C. C. CHOKSHI & CO. Chartered Accountants
REGISTERED OFFICE: 1st floor, Kalpataru Point, KamaniMarg, Stem. (East), Mumbai 400 022
UNITS: Navin Fluorine, Surat 395 023. (Gujarat) Navin Fluorine, Dewas 455 022. (M.P.)
REGISTRAR & SHARE TRANSFER AGENTS: Sharepro Services (I) Pvt. Ltd., Satam Estate, 3rd Floor, Above Bank of Baroda, Chakala, Andheri (East), Mumbai 400 099.
NAVIN FLUORINE ESTTERNAT1ONAL LIMITED

(Formerly known as Polyolefins Rubber Chemicals Limited)
NOTKE
NOTICE IS HEREBY GIVEN THAT the Seventh Annual General Meeting of the Members of the, Company will be held on Wednesday, 27th JULY, 2005 at 3.00 p.m. at S.N.D.T. Womens' University, Patkar Hall, 1, Nathibai Damodar Thackersey Road, Churchgate, Mumbai 400 020, to transact the following business : 1) To consider and adopt the Directors' Report, Audited Financial Statements including Profit & Loss Account for the year ended March 31, 2005 and the Balance Sheet as at that date and Auditors' Report thereon. 2) 3) To declare dividend. . 8)
SPECIAL RESOLUTION: "RESOLVED THAT pursuant to Section 372 A and other applicable provisions, if any, of the Companies Act, 1956, sanction be and is hereby given to the Board of Directors of the Company to invest upto a limit of Rs.1,00,000/- towards the purchase of 10,000 equity shares of Rs.10/- each of Myrtle Textiles Pvt. Limited from the existing Members." "RESOLVED FURTHER THAT the Directors of the Company be and are hereby authorised to obtain such approvals as may be required and agree to such terms and conditions as they deem fit and settle any question or difficulty that may arise for giving effect to the above Resolution," To consider and, if thought fit, to pass the following Resolution, with or without modifications, as a SPECIAL RESOLUTION: "RESOLVED THAT pursuant to Section 372 A and other applicable provisions, if any, of the Companies Act, 1956, sanction be and is hereby given to the Board of Directors of the Company to invest upto a limit of Rs.5,00,000/- by way of subscription to, or purchase of, shares of a Company proposed to be incorporated for the purpose of providing ready customised enterprise solutions to domestic chemical business." "RESOLVED FURTHER THAT the Directors of the Company be and are hereby authorised 'to obtain such approvals as may be required and agree to such terms and conditions as they deem fit and settle any question or difficulty that may arise for giving effect to the above Resolution." 9) To consider and, if thought fit, to pass the following Resolution, with or without modifications, as an ORDINARY RESOLUTION: "RESOLVED THAT the Board of Directors of the Company be and is hereby authorised to fix and pay the sitting fees for attending meetings of the Board of Directors and/or^Committees thereof to the NonExecutive Directors (including independent Directors) within the limits prescribed by the .Central Government under provisions of Section 310 of the Companies Act, 1956, as may be amended from time to time." By Order of the Board, Niraj B Mankad Company Secretary Regd. Office : 1st floor, Kalpataru Point, Kamani Marg, Sion (East); Mumbai 400 022. . Mumbai, Dated : 27th May, 2005
To appoint a Director in place of Shri A.K. Srivastava, who retires by rotation, and being eligible, offers himself for re-appoiptment, Ib appoint a Director in place of Shri V.P. Mafatial, who retires by rotation, and being eligible, offers himself for re-appointment. / To consider and, if thought fit, to pass the following Resolution, with or without modifications, a^a SPECIAL RESOLUTION: '$ "RESOLVED THAT pursuant to Sections 224 and 224-A and other applicable provisions, if any, of the Companies Act, 1956, M/s. C.C. Chokshi & Co., Chartered Accountants, Mumbai, be and are hereby appointed as Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out-of-pocket expenses as may be incurred by them for the purpose of audit." To consider and, if thought fit, to pass the following Resolution, with or without modifications, as a SPECIAL RESOLUTION: "RESOLVED THAT pursuant to Section 372 A and . othef applicable provisions, if any, of the Companies Act, 1956, sanction be and is hereby given to the Board of Directors of the Company to invest upto a limit of Rs.1,00,000/- towards the purchase of 10,000 equity shares of Rs,10/- each of Mayflower Textiles Pvt. Limited from the existing Members." "RESOLVED FURTHER THAT the Directors of the Company be and are hereby authorised to obtain such approvals as may be required and agree to such terms and conditions as they, deem fit and settle any question or difficulty that may arise for giving effect to the above Resolution."
4)
5)
6)
7)
To consider and, if thought fit, to pass the following Resolution, with or without modifications, as a

NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF ON A POLL AND THAT A PROXY NEED NOT BE A MEMBER. 2. The relevant Explanatory Statement pursuant to Section 173 of the Companies Act, 1956, in respect of Item Nos. 5 to 9 mentioned in the above Notice is annexed hereto. 3. The Register of Members and the Share Transfer Books of the Company will remain closed from Tuesday the 28th June, 2005 to Thursday the 30th June, 2005 (both days inclusive) for the purpose of payment of dividend, if any. 4. The.dividend as recommended by the Board of Directors, if declared at the Annual General Meeting, will be paid on or after 29th July, 2005. A1SNEXURE TO NOTICE Explanatory Statement as required by Section 173 (2) of the Companies Act, 1956. In conformity with the provisions of Section 173 (2) of the Companies Act, 1956, the following Explanatory Statement sets out all material facts in respect of Item Nos. 5 to 9 mentioned in the above Notice. In respect of Item No. 5 Section 224A of the Companies Act, 1956, provides that in case of a Company in which not less than 25% of the Subscribed Share Capital is held by Public Financial Institutions or any'Government or Nationalised Banks or other Financial Institutions referred to therein, such appointment or re-appointment of Auditors in such Company shall be made by a Special Resolution. As more than 25% of the Subscribed Share Capital of the Company is held by the Institutions as mentioned above, the Special Resolution is required to be passed for the re appointment of M/s. C.C. Chokshi & Co., Chartered Accountants, Mumbai.
The Board recommends the re-appointment of M/s. C.C. Chokshi & Co. as the Auditors of the Company. None of the Directors of the Company are concerned or interested in the Resolution. In respect of Item Nos. 6&7 It is desired to purchase 10,000 equity shares of Rs. 10/each of Mayflower Textiles Pvt. Limited and Myrtle Textiles Pvt. Limited which were incorporated on 30th April, 2004. These Companies are authorized to do the business in Textiles and also business of investments, holding of shares, trading in shares and such other business within the scope of the object clause in their Memorandum of Association. The Company has entered into a partnership in the name and style of Urvija
Associates with these Companies. With the acquisition of 10,000 equity shares each in the above two Companies, they will become wholly owned subsidiaries of the Company. To take benefit of business opportunity and to have flexibility for investments, it is proposed to acquire equity shares of said Mayflower Textiles Pvt. Ltd. and Myrtle Textiles Pvt. Ltd. The Board recommends passing of the Resolutions. None of the Directors of the Company except Shri H.A. Mafatlal, who is a Director of Vibhadeep Investments and Trading Limited, one of the existing members in both the Companies from whom shares are to be acquired, is concerned or interested in the Resolutions. In respect of Item No. 8 The Company has successfully been using world leading Enterprise Resource Planning (ERP) business solution for the last few years resulting in development of inhouse competency and professional skill in usage there of. The Company desires to extend its ERP expertise to other growing chemical enterprises. The Company is contemplating to have professional relationship with leading business software solution provider and leading software project delivery organisation. This is a tremendous opportunity due to the Company's domain expertise in chemical industry and with.right kind of technical software alliances, the Company can offer cost effective and rapid software business solutions. As such, enterprise software segment happens to be fastest growing section in India. The Company proposes to promote a specialist enterprise solutions company which will provide ready and customised enterprise solutions to domestic chemical business. It is proposed to invest upto Rs. 5,00,0007- in such Company. Such Compariy may become a subsidiary or a wholly owned subsidiary of the Company. The Board recommends passing of the Resolution. None of the Directors of the Company are concerned or interested in the Resolution. In respect of Item No. 9 The amended Clause 49 of the Listing Agreement to be implemented by all the Listed Companies w.e.f. 1st January, 2006, inter alia, provides that fees / commission can be paid to the Non-Executive Directors (including independent directors) only after prior approval of shareholders in General Meeting. Pursuant to Rule 10-B of the Companies (Central Government's) General Rules & Forms, 1956 read with Section 310 of the Companies Act,. 1956, the Company
NAVIN FLUORINE INTERNATIONAL LIMITED

(Formerly known as Polyolefins Rubber Chemicals Limited) can pay upto Rs.20,000 by way of Sitting Fees to the Directors. ^ The Resolution is proposed to authorise Board of Directors to fix and pay the Sitting Fees within the limits prescribed under the said Rule 10-B. In addition to the commission as authorised by the resolution passed at the Company's Annual General Meeting held on 29th September 2003, the Company is also presently paying Sitting Fees to its existing NonExecutive Directors (including Independent Directors) as under (which is within the limits prescribed unde'r Section 310): 1. 2. For attending meetings of the Board, Audit and Remuneration CommitteeRs.3,000/-permeeting. For attending meetings of other Committees Rs.1,500/- permeeting. The said .Resolution is proposed to comply with the said requirement of Clause 49 of the Listing Agreement. The Non-Executive Directors (including Independent Directors) viz. Shri A.K. Puri, Shri T.M.M. Nambiar, Shri P.N. Kapadia, Shri S.S. Lalbhai and Shri V.P. Mafatlal will be entitled to the Sitting Fees and hence are interested in the Resolution. By Order of the Board, Niraj B Mankad Company Secretary Regd. Office : 1st floor, Kalpataru Point, Kamani Marg, Sion (East), Mumbai 400 022.
Mumbai, Dated : 27th May, 2005 Particulars of the Directors seeking Appointment / Re-appointment at the ensuing Annual General Meeting pursuant to Clause 49 of the Listing Agreement Mr. A.K. Srivastava Date of Appointment Expertise in functional area Brief Resume 21.01.2003 Finance, Accounting, Taxation and Commerce B. Sc. (Hons.), FCA Having experience of over 27 years in large corporates in the areas of Finance, Accounting, Taxation and Commerce. Mr. V.P. Mafatlal 21.01.2003 Textiles & Chemicals B. Sc. (Economics) University of Pennsylvania, Wharton School, USA. T . Industrialist having business experience of more than 8 years in Textiles and Chemicals. Director in : Mafatlal Services Ltd. Mafatlal Burlington Industries Ltd. Sunanda Industries Ltd. Tropical Clothing Co. Pvt. Ltd. Cebon Apparel Pvt. Ltd. eyeindia.com Pvt. Ltd. Suvin Technologies Ltd. Suvin Technologies Pte. Ltd., Singapore Intouch Communications Pte. Ltd. Mafatlal Fabrics Pvt. Ltd. Silvia Apparel Ltd. Sarvamangala Holdings Pvt. Ltd. eyeglobal technologies Pvt. Ltd. Marigold International Pvt. Ltd. Myrtle Chemtex Trading Pvt. Ltd. Mayflower Chemtex Trading Pvt Ltd. Navin Fluorine International Ltd. Committee Membership : NIL
Names of the Companies in which he holds Directorship / Committee Memberships.
Director in : Silvia Apparel Ltd. Navin Fluorine International Ltd. Committee Membership : Investors Grievance Committee Navin Fluorine International Ltd.

HRECTORS' REPORT The name of the Company has been changed to Navin Fluorine International Limited with effect from 6* October, 2004. The name now represents the true nature of its core business i.e. manufacturing and selling fluorine chemicals. During the year, the Company disbursed Rs.495 lacs to complete the obligatory infusionpf Rs.9,000 lacs into Mafatlal Industries Limited (MIL) by September 2004, as mandated by the Board for Industrial & Financial Reconstruction (BIFR) through the Sanctioned Scheme of Demerger (SS) of MIL dated 30* October 2002, The entire amount has since been converted into 9,00,00,000 Optionally Convertible Fully Redeemable Non-Cumulative Preference Snares of Rs.lO/- each of MIL. As you are aware, Sulakshana Securities Limited (SSL) was identified through the 'SS' of MIL for the purpose of settling dues worth Rs.25721 lacs of the Term Lenders of MIL by liquidating certain identified assets of equal value, as on the date of the 'SS', within thirty months from that date. The 'SS'. mandated that the Company will give a guarantee to the Term Lenders such that any shortfall in their settlement amount will be made good by the Company with rights, as available to a guarantor under Sections 140 and 141 of the Indian Contract Act, over the remaining assets of SSL after completion of the settlement. In this regard, dues valued at Rs.9858 lacs, including interest, to IDBI were settled during the year through a debt-asset swap. The Company gave a Corporate Guarantee for Rs.1000 lacs to IDBI to make good shortfall, if any, between.the swap value and the actual consideration at which the lender may sell these assets between the 5ft and the 9* year of^he date of this debt asset swap. The Company was required to bear, to the extent of Rs.500 lacs, stamp duty, registration and other expenses, pertaining to this debt asset swap. This is expensed out in the Profit)& Loss Account under the head 'Exceptional Items'. Amount outstanding to MIL's Secured Term Lenders as on 31al March, 2005, in the books of SSL, therefore, stands at Rs.5276 lacs. The rnatter is under active consideration and is expected to get settled shortly. 2. INCREASE IN CAPITAL Pursuant to the 'SS' of MIL, the Company successfully came out with a Rights Issue of 50,49,999 equity shares of Rs. 10/-each, in the ratio of 1:1 at a price of Rs.60/-per share including premium. The terms of payment were Rs.30/- per share on application and balance Rs.30/payable on firstand final call within one year. The issue was open between 21" August, 2004 and 24* September .. 2004, It was oversubscribed by 1.30 times and the subject shares were allotted on 20* October 2004; Consequently, the issued and subscribed share capital of the Company . stands increased to 1,00,99,889 equity shares at a face value of Rs.1010 lacs. The Paid up Capital'of the Company as on 31" March 2005 is Rs.757.81 lacs. INVESTMENTS : As mentioned earlier, during the year under review the
b:
'he Members, Javin Fluorine International Limited 'pur Directors are pleased to present the Seventh Annual tepott together with the Audited Accounts for the Year ended 1st March, 2005. , FINANCIAL RESULTS The Financial Results of the Company for the Year ended 31st March, 2005 are as under : Current Year Rupees Lacs Sales (Net of excise duty) 22579 Other Income (including interest/ profit on sale of fixed assets) 2133 Gross Profit before Interest, Depreciation, Exceptional Items ami Tax 5578 Less : Depreciation 657 Interest . . 710 Provision for Tax (including Deferred Tax Income/Loss) 1788 Net Profit after Tax but before Exceptional Items 2423 Less Exceptional Items: Provision /(write back of provision)for doubtful advances (7229) Provision for Diminution in Value of Long term Investments 5940 Loss on Sale of Long Term Investments 2970 Stamp Duty, registration and other expenses 500 2181 Profit / (Loss) after Tax and available for appropriation Add Surplus brought forward from previous year AmountavaflabtefwAppropriation Appropriations: Transfer to General Reserve Proposed Dividend . Corporate Dividend Tax thereon Surplus carried to Balance Sheet 242 623 865 18 124 17 706 Previous Year Rupees Lacs 19373 625
(246) 3709
3959
. 3959 (250) 987 737 101 13 623
Mote : Figures have been regrouped wherever necessary to make the information comparable.
3.
(Formerly known as Polyolefins Rubber Chemicals Limited) entire amount of Rs.9QOO lacs funded to MIL .was converted into 9,00,00,000 Optionally Convertible Fully Redeemable Non-Cumulative Preference Shares of Rs.10/- each of MIL. Out of the above, 3,00,00,000 Preference Shares were sold at an aggregate value of Rs.30 lacs resulting into a Rs.2970 lacs loss on sale of investment. Further, in view of MIL's negative networth of Rs.39223 lacs as at 30* September, 2004, their last audited Balance Sheet date, it is decided to write down the value of the remaining investment in the aforementioned Preference Shares of MIL to 1 % of then- nominal value. The Profit & Loss Account is appropriately charged in this regard under the heading Exceptional Items. During the year the Company invested Rs. 15 lacs in the equity shares of SSL making it a wholly owned subsidiary of the Company in terms of the SS. The Company, during the year, also contributed Rs.80,000/- to the Capital of Urvija Associates, a Partnership Firm, in which the Company has an 80 % share of Profit or Loss. In 2004-05', the Company is required to publish its Consolidated Financial Statements, comprising of the financial statements of Mafatlal Burlington Industries Limited (MBIL), Sulakshana Securities Limited (SSL), Urvija Associates (UA) and Molex Mafatlal Micron Private Limited (MMMPL). However, the financial data of MMMPL has not been consolidated due to nonavailability of it's Audited Accounts. The Company, has 50% shareholding in MBIL a denim Joint Venture with Burlington Mills, Inc., USA. The Company has exercised its right, as per the Shareholders' Agreement between the JV partners, to acquire the balance shares in MBIL from Burlington Mills, Inc. The matter is currently in Arbitration. The Company and its wholly owned subsidiary.SSL holds 13.71 lac and 57.49 lac equity shares of MMMPL respectively, which brings the aggregate holding of the Company, including shares held through subsidiary, to 49 % of the paid up equity capital of MMMPL. 4. BORROWINGS: The, *SS' of MIL envisaged term loans aggregating to Rs.6500 lacs to be raised by the Company to fulfill the obligation of funding MIL. The Company drew down the last tranche of Rs.1000 lacs out of Rs.6500 lacs of term loans tied up during the previous year. In order to augment the emerging working capital needs the Company also increased die working capital facilities, both fund based and non-fund based, to Rs.2250 lacs. 5. DIVIDEND: The Board of Directors are pleased to recommend a dividend of 20% for the year as under: /
Rs.2/- per share on 50,49,999 fully paid equity shares of the nominal value of Rs.10/- each aggregating to Rs. 101 lacs. For Shares issued during the year 2004-2005, Re.0.89 per share on 6,337 fully paid equity shares of Rs. 10/ - each and Re.0.45 per share on 50,43,553 partly paid equity shares (Rs.5/- paid-up), prp-rata from the date of allotment, i.e. 20* October, 2004. Aggregate amount of dividend payable on partly paid equity shares issued during the year is Rs.22.52 . lacs and on fully paid equity shares is Rs.0.06 lacs.
6.
YEAR IN RETROSPECT: The year ended on 31st March 2005 was a challenging year for your Company which saw a near stagnation in the domestic market and almost all .the growth came from the exports. During the year the US Dollar continued to remain weak vis-a-vis the Indian Rupee. As a result the pressure on export realizations continued. In the home markets your Company had to combat the cascading impact of lower import tariffs and a strong .Rupee. The feed stock and raw material prices spiralled up during the current year as a consequence of crude oil price hike and exerted a significant adverse impact on product margins. In spite of these adverse factors, your Company has managed to grow its top line by 16% and reach a turnover of Rs. 225 crores. Tfiis growth could be achieved primarily due to 15% more production of basic raw material HF in a newly commissioned plant and its derivatives. The additional capacity of basic raw material like HF has removed one of the principal hurdles in volume growth and added intrinsic strength to the fluoro chemical business of your Company. Other significant achievement of your Company was to design, develop and commission one of the largest Fluorobenzene plant in the world. This was done in a record nine months from conceptualising to commissioning. This is the first successful plant in India that has started producing this value added basic specialty intermediate for local and export markets. The other attempt of producing fluorobenzene in India based on Chinese technology was made by our competitor in the, late nineties but was aborted due to technoeconomic failures. Your Company was also successful in inventing a novel process for aminbbenzotrifluoride by a unique route that has improved the selectivity of the desired product by six times than the conventional process. This has given a tremendous advantage to the marketing of this product in. the international arena. . ' , The specialty chemical business of your cdmpany is

technology driven with R&D as its growth engine. This is borne out by the fact that fifteen new products/ processes were successfully developed by in house R&D efforts and are now in various stages of commercialization. The specialty product basket has since swelled to fifty five and the range is ever increasing. The result of all this is evident from the export growth of specialty fluorochemicals which was 300%. Refrigerant gases continue to be the backbone of your company's business and will continue to do so in times to come. Though CFC business is declining as per the requirements of Montreal Protocol and your company is fully compliant, HCFC business is showing definitive signs of growth commensurate with air conditioning industry and is making up partly for the CFC business attrition. There is a growth in CFC substitutes market as well and your company is present with more than 30% share in this future growth area. The substitute growth is led by HFC 134a and your company is contemplating an investment in the manufacturing of this high tech refrigerant gas subject to techno economic feasibility. Smelter fluorides, which once constituted the core of our business are steadily loosing ground to competitive products like low density aluminum fluoride and recycled bath material. As a result of this shift, the domestic volumes have shown a drastic decline over last year and the Company will be looking more to exports to maintain the volumes. In April 2004, your Company completed the investment in 2.7 MW Gas based captive power plant with a waste heat recovery system at its Surat unit. It was fully operational during the last year with commensurate benefits of cost of power and the co-generated steam. The waste heat recovery system also helped in augmenting the overall steam balance at the Surat facility. Your company has prepared a blueprint of Capex and Rs. 63 Crores were invested over the last three years. These were fully funded out of cash flows generated from business. During the current year, your Company plans investment of another Rs 50 crores in Capex. SAP, the best ERP (Enterprise Resource Planning) is the platform for Sales & Distribution, Materials Management and Financial Information functions since last year. During the year, it went live with Production Planning, Quality Systems, Plant Maintenance and Controlling modules. Consequently, all the major business processes have now been mapped and integrated at all the five regional offices, two manufacturing locations and the Head Office. Your Company, as always, has been aware of its responsibilities as a good corporate citizen, in health, safety and environment management. This is demonstrated by the fact that the year under review passed without any major accident in both the manufacturing plants. The industrial relations at both the manufacturing units remained cordial. 7. SUBSIDIARY: During the year Sulakshana Securities Limited (SSL) has become a" wholly owned subsidiary of the Company. As required under Section 212 of the Companies Act, 1956, the audited Balance Sheet as at and the Profit & Loss Account along with the Directors' Report of SSL for the year ended 31.03.2005 is attached herewith. 8. INDUSTRIAL RELATIONS: The relations between the employees and the Management have remained cordial. 9. INSURANCE: The properties and insurable interest of your Company like Building, Plant & Machinery, Stocks, etc., are properly insured.
10. PARTICULARS OF EMPLOYEES: Incompliance with the provisions of Section 217(2A) of the Companies Act, 1956, a statement giving requisite information is annexed hereto. 11. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(l)(e) of the Companies Act, 1956 read with the. Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report. 12. REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS: As required under the Listing Agreement with Stock -Exchanges, reports on "Corporate Governance" as well as "Management Discussion and Analysis" are attached and forms part of the Directors' Report. 13. DIRECTORATE: Shri A.K. Srivastava and Shri V.P. Mafatlal retire by rotation at the ensuing Annual -General Meeting, and being eligible, offer themselves for re-appointment. 14. DIRECTORS' RESPONSIBILITY STATEMENT: . As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors report that: (i) in the preparation of the annual accounts, (he applicable accounting standards have been followed along with proper explanation relating to material departures;
(Formerly known as Polyolefins Rubber Chemicals Limited) (ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for the year under review; (iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the directors have prepared the annual accounts on a going concern basis. 15. AUDITORS: At the Annual General Meeting, Members are requested to appoint Auditors for the current year and fix their remuneration. The specific notes forming part of the accounts referred to in the Auditors' Report are selfexplanatory and give complete information. 16. APPRECIATION: The Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers who have largely contributed to the efficient management of the Company. For and on behalf of the Board H.A.MAFATLAL Chairman Mumbai Dated : 27* May, 2005 4. Old refrigeration compressor in new hydrofluoric acid plant has been replaced by a new screw type compressor resulting in lower energy consumption. Cooling tower in the BF3 plant have been revamped to improve energy efficiency. Vacuum pumps are being progressively replaced by steam jet ejectors.
5. 6.
B) ADDITIONAL INVESTMENTS AND PROPOSALS, IFANY,BEINGIMPLEMENTEDFORREDUCTION IN CONSUMPTION OF ENERGY The 2700 Kwrj Captive Power Plant with waste heat recovery system was implemented during the year and has resulted in substantial savings in the per unit power and steam costs. In addition, the Company as a matter of practice keeps exploring process improvements and newer ways of rationalizing energy costs.
> As indicated in (A) and (B) above. % TOTAL ENERGY CONSUMPTION AND ENERGY CONSUMPTION PER UNIT OF PRODUCTION The above information is furnished in the prescribed Form 'A' annexed hereto. (2) TECHNOLOGY ABSORPTION Efforts made in technology absorption are furnished .in prescribed Form 'B' annexed hereto.
ANNEXURE TO THE DIRECTORS*

REPORT 2004-2005:
Disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under the Companies (Disclosure of Particulars in the Board of Directors' Report) Rules, 1988. (1) CONSERVATION OF ENERGY A) Energy Conservation Measures taken 1. During the year the Company implemented a project to set up an environment friendly 2700 Kwh natural gas based captive power plant with waste heat recovery system. This has come on stream in the month of April 2004 thereby reducing the 'per unit cost' of power and steam substantially. 2. Recycling of flugases for Flourspar drying in new hydrofluoric acid plant thereby reducing the energy norms of the products. 3. Drives of heavy-duty motors are being progressively rationalized to reduce the fixed power consumption losses.
A) Activities relating to export initiatives taken to increase exports, developments of new export markets for products and services and export plans. The export teams regularly visits the markets, customers and end users of the different products. Along with the technical team, the export group also attends important industry exhibitions in different continents, where they get exposed to the newer developments in the industry, markets, end users of the products. During the year the Company participated in Chemspec Exhibition held.in Hyderabad on 23ri and 24th February 2005 which was attended by many international pharma and agro majors. B) Total Foreign Exchange used and earned Total foreign exchange used and earned (in Rs. Lacs) Current Previous Year Year Total foreign exchange used 6052.95 4791.92 Total foreign exchange earned 9275.43 6634.66

FORMA Form-for Disclosure of Particulars with respect to Conservation of Energy Current Year TOTAL A. POWER AND FUEL CONSUMPTION: 1. Electricity : a) Purchased : Units(in Kwh) Total Cost (Rs.) Rate/Unit(Rs.) b) Own Generation: . (i) Through Diesel Generator: Units (in Kwh) Unit per litre of diesel oil (Kwh) Cost/Unit (Rs.) ; (ii) Through Captive Power Plant Units (m Kwh) Unit per M3 of Natural Gas (Kwh) ..... Cost/Unit (Rs.) Previous Year TOTAL
4286818 33245982
17688110 89732251
7 . 7 6
5.07
48456 1.56 14.64 19134400
84382
2.27
3.74 2.56
571
6 8 7 4 4 7 7 12033
2.
Furnace Oil : Quantity(K.Ltrs.) Total Amount (Rs.) Average Rate (Rs./K.Ltr.) Others A. High Speed Diesel (HSD.) Quantity (K. Ltrs.) Total Cost (Rs.) Rate/Unit (Per K. Ltr.) B. Natural Gas Quantity (Cub. Mtrs.) Total Cost (Rs.) Rate (Rs.7Cub.Mtrs.) C. Water Quantity (K. Ltrs.) Total Cost (Rs.) Rate (Rs./K.Ltrs.) D. Light Diesel Oil (L.D.O.) Quantity (K.Ltrs.) Total Cost (Rs.) Rate (Rs./K.Ltrs.) ....
1665
17754076 10660
3.
9321260 81463325 8.74 1186837 5629566 4,74
4092829 37346097
9.12
1348998 3836533
2.84
185
3048339 16450
62 1303299 20990
1406 0.03 558.33 71.10
B. CONSUMPTION PER UNIT OF PRODUCTION . 1. Electricity (Kwh/Mt.) 2. Furnace Oil (K.Ltrs/Mt.) ........ 3. Natural Gas ( Cub.Mtrs/Mt) 4. Others (K.Ltrs/Mt.)
1058 0.10
243.57 ^80.28
NAVINWJORESI]
(Formerly known as Polyolefins .ubber Chemicals Limited) A) RESEARCH AND DEVELOPMENT FORMB .of high quality fluorochemicals in the face of global competition. Improved export market share. 1. Specific areas in which R&D is carried out by the 3. Future Plan of Action Company Your Company is committed toemerge as a global supplier The Company carried out R&D efforts in the following of repute for a) value added fluorochemicals and areas b) environment friendly CFC substitutes. A) Process Chemistry All the R&D efforts are singularly directed towards i) Catalytic hydrogenation achieving this goal. ii) Catalytic dechlorination and nitro dechlorination processes Rs. in Lacs iii) Halex reactions using metal fluorides Current Year PreviousYear iv) Acylation and Fries rearrangement of 2004-2005 2003-2004 fluorochemicals Capital Expenditure 417 3.66 v) Diazotization, Bromination and Deamination 70.87 77.76 Recurring Expenditure B) CFC Substitutes 75.04 Total 81.42 i) Synthesis and isolation of HCFC R123a, was Total R&DExpenditure successfully carried out to produce R123a, as a % of total turnover 031 0.38 which is a substitute of CFC 11. B) TECHNOLOGY ABSORPTION ADAPTATION AND ii) Work is continuing on process optimization INNOVATION of HFC 134a. 1. Efforts in brief made towards technology absorption, 2. Benefits derived as a result of the above R&D adaptation and innovation: A) Following products were developed on commercial As stated earlier, the Company primarily works on its inscale house R&D strengths. Once a process is developed on the BF. acetonitrite complex lab scale, the in-house technical team takes on the job of Bf3 THF complex scaling up and commercialization of the process and Hexafluorpphosphoric acid product. Thereafter, these capabilities are commercially Difluoroanilines exploited. Difluorobenzenes 2. Benefits derived as a result of above efforts. Chlorotrifluoro ethylene As stated in A2 above. Bromotrifluoro ethylene 3. Information regarding technology imported during Bromo BTF the last 5 years. Fluoro BTF A) Technology imported -LiPF6 (Lithium Dichlorobenzotrifluoride Hexafluorophosphate) Difluorobiphenyl B) Year of Import -Technology was imported during Trifluoro ethanol the year 2003 - 04 3 Fluoro AniUne C) Has Technology been fully absorbed - Yes Trifluoromethyl Anisol D) If not fully absorbed, not taken place, reasons B) Import substitution and savings in foreign currency therefore and future plans of action - Though the outgo. technology has been imported and absorbed, the C) Commercialization of the molecules consolidated Company has decided to monitor the global demandthe Company's product basket and boosted exports supply and pricing trends before embarking on an and domestic turnover. investment to set up a commercial scale plant. D) Helped the Company emerge as a low cost producer Statement of Particulars of Employees pursuant to the provision of Section 217(2A) of the Companies Act, 1956 and forming part of the Directors' Report for the year ended 31st March, 2005. Last Employment held Designation/ Date of Nature of duties commencement Name of Employer, Post of employment held and period (years) (2) (3) (4) (5) (6) (I) A. Names of Employees employed throughout the year and were in receipt of not less than Rs. 24,00,0007I) Mr. H.A.Mafatlal Chairman & Rs.5,585,323/- B.Com (Hons.) 01-05-2003 The Mafatlal Fine (51), Managing Director (29) Spg. & Mfg. Go. Ltd.Vice-Chairman (17 years) He is also the ViceChairrnan of Mafatlal Industries Ltd. (12 years) Mafatlal Industries Ltd. ,Sr. V.P. - Finance (5 years) III) Mr. D.S. Umalkar Chief ExecutiveRs. 5,826,5077- M.Tech 01-05-2003 Mafatlal Industries Ltd. (53) Officer (27) Executive Director (Chemicals Division) (17 years) B. Names of Employees employed for part of the year and were in receipt of remuneration of not less than Rs. 2,00,0007- per month NJL
NOTES: 1.- Remuneration, as above, includes Salary, Dearness Allowance, Company's contribution to Provident FtTnd and Superannuation Scheme, Leave Encashment, Holiday Travel Benefits, Reimbursement of Medical Expenses, Medical Insurance Premium, House Rent Allowances, Additional House Rent Allowance, Compensatory Allowances, Personal Allowance, Voluntary Retirement Benefit, Commission, where applicable, Personal Accident Insurance, monetary value of perquisites calculated in accordance with provision of Income Tax Act, 1961 and Rules made thereunder in respect of Housing, Company's furniture and equipments etc. but does not include Company's contribution to Gratuity Fund. 2. The nature of employment in all the above cases is contractual. 3. None of the above employees is related to any Director of the Company.
II)
Mr. A.K. Srivastava Finance Director (53)
Rs. 3,373,1087- B.Sc. (Hons.) FCA01-05-2003 (28)
10

MANAGEMENT DISCUSSION AND ANALYSIS REPORT As you may be aware, the CFCs have a finite life till end 2009. All the Original Equipment manufacturers are using CFC alternatives now. Therefore, we may assume that a large part of CFC demand has bottomed out and the forthcoming decline till 2009 will be more gradual. The HCFCs though regulated by the Montreal Protocol on Substances that Deplete the Ozone Layer, have a much longer window (till year 2040) for the Indian Producers whereas the manufacturers in developed countries already have a production cap. Therefore, it is expected that the HCFC business of the Company, catering mainly to the air-conditioning industry will continue to grow in the near future. In view of sharp competition in the Dye-Intermediate business, the management is in the process of re-orienting its product portfolio so that newer markets can be addressed by utilizing the same manufacturing facilities for value added Agro and Pharma Intermediates. During the year under review, the Company faced steep price escalations in most of the major raw materials. Unprecedented rise in global crude oil prices drove up the prices of organic feedstock chemicals and also the freight cost to the Company, both inward on its imports and outward on its exports thereby bringing the overall margins under pressure. The margins may continue to remain under pressure. Over the last three years the Company invested large amounts in capital expenditure. As a result, depreciation charge to the P&L will continue to remain high. With the full draw down of the term loans and increase in working capital borrowings the interest cost has increased and is
Your Company is primarily engaged in the business of manufacturing and selling fluorochemicals. The target markets ma^ be broadly classified under the following categories e.g. refrigerant gases for refrigeration and airconditioning industry (RAC), bulk chemicals for the metal industry, specialties for the pharma and agro industry and some non fluorine chemical inter-mediates for dyes and drugs. The Refrigerant Gases business, is undergoing a CFC phase out and your Company faces competition from major international players and three other domestic producers. Despite competition the exports of HCFC air-conditioning gases increased substantially and the Company has become active in markets hitherto unexplored. Your Company has successfully established itself as a preferred global supplier of specialty chemicals, in its product range&However, some of the products are facing competition from existing and some new entrants. In the future also, we may not rule out the possibility of facing competition from domestic as well as overseas suppliers. Appropriate steps will be taken to maintain the leadership position primarily through intense R&D efforts, process improvements and partnership alignment with customers. As a result of lower import tariffs, weakening of U S Dollar against the Rupee and availability of cheaper alternative chemicals some of the bulk fluorides suffered serious set back. Market shares had to be given up in *'addition to the small-scale r>rc&ucersYiaces competition
from two other manufacturers iromft\e ot
B) Opportunities and threats The domestic refrigerant gases business which was dominated by the CFCs and HCFCs (Hydrochlorofluorocarbons) until recently is experiencing a change over the last couple of years. HFC 134a, a CFC substitute, gained further ground during the year. The developments in this market are being closely monitored and at an appropriate time, it is only logical that your Company may decide to put up a manufacturing facility, to participate in this growing business, as 134a has the customer base and. trade channels which the Company has been catering to for the last thirty-seven years.
The Company is primarily engaged in the Manufacture and Sale of chemicals. Therefore, it is considered to be operating in a single business segment. However, the products of the company have significant presence in the Domestic as well as in the international markets. Hence, they can be considered as two different geographical segments. Appropriate segment-wise disclosures have been made in the Accounts. D) Business Outlook Currently the specialty business of your Company is on a growth phase. Newer products are being explored and new customers are being added. The CFCs are on
11
NAVIN
(Formerly known as Polyolefins Rubber Chemicals Limited) their last leg and the residual demands are expected to bottom out gradually. However, if the national economy continues to grow at the current rate, the CFC decline will get more than offset by the HCFC growth as the HCFCs are used in air -conditioners and their demands are directly related to the general health of the national economy and the purchasing power of the people. The export market for HCFCs will demonstrate moderate growth if the multinationals from developed countries prefer to remain comparatively less active in the ASEAN and Middle-Eastern markets. However, in the medium to long term, the performance of the Company would largely hinge on its ability to harness the newly installed capacities, introduce and commercialize newer value added molecules at the micro level and emergence of the Indian Pharma companies as major suppliers to global pharma and agro majors at the macro level. The R&D and technology capabilities of the Company will play a primary role in positioning the Company as a 'solutions provider' and not only a 'product supplier'. E) Internal Control Systems All the major business processes of the company currently run on SAP, the latest in ERR The Company has an adequate Internal Audit System commensurate with its size and nature of operations. An independent firm of Chartered Accountants carries out the internal audit at one of its manufacturing sites. A team from the in-house internal audit resources of the group covers the other locations. The internal auditors periodically interact with the Audit Committee of the Board of Directors to discuss the terms of reference and frequency of the audits, significant audit observations and their disposals and remedies, if any. F) Operating Financial Performance The year under review has been, financially, one of the most challenging. As explained earlier, the business has been under all round pressures on account of unprecedented escalation in input and freight costs. Margins in some of the products suffered as there were cheaper alternatives available. The cashflows were under stress in view of heavy Capital Expenditure on account of the Captive Power Plant, capacity increase in AHF and flourobenzene. The benefits from these investments will start flowing in
With the change in product profile of your Company, the working capital requirements have also gone up necessitating augmentation of working capital facilities. Due to complete draw down of the term loans and increase in working capital funding the interest costs were also on the rise. G) Human Resources The relations between.the Management and the employees remained cordial during the year. A long standing dispute concerning 110 contract workmen was amicably settled by negotiating with the union. Negotiations for long term settlement of Workmen's wages at the Surat unit are underway. H) Cautionary Statement Statements in this Report on Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable security Laws or Regulations. These statements are based on certain assumptions and expectation of future events. Actual results could however differ materially from those expressed or implied. The Company assumes no responsibility in respect of forward looking statements herein which may undergo changes in future on the basis of subsequent developments, information or events.
12

CORPORATE GOVERNANCE REPORT COMPANY PHILOSOPHY ON CORPORATE GOVERNANCE: Company's philosophy of Corporate Governance is intended to bring about : Transparency and Professionalism in activities of the organisation Implementation of policies and procedures prescribed by the Company to ensure high ethical standard in all its business activities and responsible and responsive management. 1. Board of Directors : The Board of Directors of the Company consists of Directors having varied experience in different areas and few of them are acknowledged as leading professionals in their respective fields. The composition of the Board is in conformity with the provisions of Clause 49 of the Listing Agreement. The Board is headed by Shri Hrishikesh A. Mafatlal who is the Chairman and Managing Director of the Company. The Board consists of one Executive Promoter Director, one Non-Executive Promoter Director, two Executive Directors and four Independent Non-Executive Director.
Sr No
Names of the Directors
Category (Executive/ Non-Executive)
No. of Board Meetings attended
Whether LastAGM held on 27th July, 2004 attended
No. of Other Committee Directorship held (including Membership/ Private Chairmanship in other Companies) Domestic Companies.
1 2 3 4 5 6 7 8
*
Mr H. A. MAFATLAL MR A.K. PURI MR T.M.M. NAMBIAR MR P.N. KAPADIA MR S.S. LALBHAI MR V.P. MAFATLAL MR D.S. UMALKAR MR A.K. SRIVASTAVA
Promoter-Executive Independent Non-Executive Independent Nonexecutive Independent Non-Executive Independent Non-Executive PromoterNon Executive Executive Executive
7
7 1 1
YES
*20
2
5
4J
YES
YES YES YES YES YES YES
4
** 5
5 -
6 1
7 6
2
**# ig
i< . -
'-
Out of 20 Companies, 6 are Private Limited Companies. He has resigned as a Director in De-Nocil Crop Protection Pvt. Ltd. w.e.f. 06.05.2005 ** Out of 5 Companies, 3 are Private Limited Companies. *** Out of 16 Companies, 11 are Private Limited Companies. All the relevant information such as Production, Sales, Exports, Financial Result, Capital Expenditure proposals, Statutory Dues position etc., are as a matter of routine placed before the Board for their approval. During the year under review, total 7 meetings of the Board of Directors were held on 6th May, 2004, 28th July, 2004, 22nd September, 2004,28th October, 2004,3rd December, 2004,31st January, 2005 and 17th March, 2005. The Company has thus, observed the Corporate Governance provisions of the Listing Agreements allowing four months gap between the two meetings. 2. Audit Committee : As required under Section 292 A of the Companies Act, 1956 read with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges, the Board has constituted Audit Committee. Shri T.M.M. Nambiar is the Chairman
13

(Formerly known as Polyolefins Rubber Chemicals Limited) of the Committee and the other Members are Shri A.K. Puri, Shri P.N. Kapadia and Shri S.S. Lalbhai. The Secretary of the Company, Shri Niraj B. Mankad acts as the Secretary of the Committee. During the year under review, 4 Meetings of the Committee were held on 6th May, 2004, 28th July, 2004, 28th October, 2004 and 31st January, 2005. The details of attendance 6f the Members of the Audit Committee are as follows : Name of the Member Shri T.M.M.Nambiar Shri A.K.Puri Shri P.N.Kapadia Shri S.S. Lalbhai Status Chairman Member Member Member No. of Meetings attended
4 4 4 4
The terms of reference of the Audit Committee is as outlined in the Companies Act, 1956 and the Listing Agreement. 3. Remuneration Committee : Shri A.K. Puri is the Chairman of the Remuneration Committee and Shri T.M.M. Nambiar and Shri S.S. Lalbhai are the other Members of the Committee. Duing the year under review, one meeting of the Remuneration Committee was held on 6th May, 2004, which was attended by all the members. The Committee is authorised to decide on the remuneration package for Executive Directors including annual increments, pension rights, compensation payments, if any. 4. Investors' Grievance Committee : Shri P.N. Kapadia is the Chairman of Investors' Grievance Committee of the Company. Shri T.M.M. Nambiar and Shri A.K. Srivastava are the othermembers of the Committee. During the year under review, one meeting of the Shareholder/Investor Grievance Committee was held on 31st January, 2005, which was attended by all the members. The Committee looks into redressing the Investors grievances/complaints viz. non-receipt of transferred shares, non-receipt of dividends etc. a) b) c) d) No. of Complaints received from Shareholders from 01.04.2004 to 31.03.2005 No. of Complaints resolved during the year No. of Complaints pending at the end of the year No. of Pending-transfers as on 31.03.2005 due to certain defects
232 232 NIL 86 (Fully Paid shares) 65 (Partly Paid shares)
Shri Niraj B. Mankad, Company Secretary is the Compliance Officer. 5. Remuneration of Directors A statement on the remuneration paid to the Executive and Non-Executive Directors is given below:
Sr. Director No. 1 Mr. H.A. Mafatlal (Chairman & Managing Director) 2 3 4 5 6 7 8
Salary and Perquisites Commission* (Rs. in lacs) (Rs. in lacs) 14.1.7 30.48 33.73
_ _ _ -
Sitting Fees
(Rs.)
41.68 27.79
Mr. D.S. Umalkar (Chief Executive Officer) Mr. A.K. Srivastava (Finance Director) Mr. A.K. Puri Mr. T.M.M. Nambiar Mr. P.N. Kapadia Mr. S.S. Lalbhai Mr. V.P. Mafatlal
2.50 2.50 2.50 2.50 2.50
36000 39000 36000 33000 21000
* Payable in 2005-2006 Note : Other service contracts, notice period, severence fees etc. - None
14

6. Disclosure : (a) Disclosure on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc., that may have potential conflict with the interest of the Company at large. None of the transactions with any of the related parties were in conflict with interest of the Company. Transactions with the related parties are disclosed in Note No. 24 in Schedule 18 "Notes on Accounts" annexed to the Financial Statements for the year. (b) Details of non-compliance by the Company, penalties, strictures imposed by Stock Exchange/ SEBI or any statutory authority, on any matter related to Capital Markets, during the last three years : None. 7. General Body Meetings : Location and time where last three Annual General Meetings (AGM) were held :
AGM 6th
Year/ Period ended 31/3/2004
Venue S.N.D.T.Womens' University, Patkar Hall, 1 Nathibai Damodar Thackersey Road, Churchgate, Mumbai 400 020 S.N.D.T,Womens' University, Patkar Hall, 1 Nathibai Damodar Thackersey Road, Churchgate, Mumbai 400 020 Plot No:C-37, Off.Thane Belapur Road, Turbhe, Navi Mumbai 400 705
Date
Time
27/07/2004
3.00PM
5th
31/3/2003
29/09/2003 27/08/2002
2.30 PM 10.00 A.M.
4th
28/2/2002
Whether Special Resolution (a) Were put through postal ballot last year Details of voting pattern , : : : NO N.A. N.A.
Person who conducted the postal ballot exercise (b) Are proposed to be conducted through postal ballot this year Procedure for postal ballot 8. Means of communication :
: :
NO N.A.
The Financial Results of the Company will be reported as mentioned below : Half yearly report sent to shareholders
No
Quarterly Results proposed to be normally published in which newspaper
In English - Free Press Journal In Marathi - Navshakti
Any website Whether it also displays official news release and the presentation made to institutional investors or to the analysts whether management discussion & analysis report is a part of annual report
www.navinfluorine.com
NO Yes
15
NAWSf Fi^fifisPWiS^^
(Formerly known as Polyolefins Rubber Chemicals Limited) 9. General Shareholders Information :
- www.sansco.net
A. Seventh Annual General Meeting : Pate : 27th July, 2005 Time : 3.00 p.m. Venue: S,N,D.T.Womens' University, Patkar Hall, 1, Nathibai Damodar Thackersey Road, Churchgate, Mumbai 400 020. B. Financial Calendar First Quarterly Results Second; Quarterly Results ( Half yearly ) Third Quarterly Results Audited Yearly Results : 01/04/2005 To 31/03/2006 (tentative) End July, 2005 End October, 2005 End January, 2006 End July, 2006
C. Date of Book Chwwre D. Dividend Payment date E. F. Listing Stock Coxfc
28th June, 2005 to 30th June, 2005 on or after 29th July, 2005, if declared at the AGM Mumbai Stock Exchange [BSE] Ahmedabad Stock Exchange [ASE] BSE 532504 (Fully Paid) 890104 (Partly Paid) ASE 45433 (Fully Paid) 45432 (Partly Paid)
G. Monthly high & low :
Mjoafc
April 2004 May 2004 June 2004 July 2004 August 2004 September 2004 October 2004 November 2004 December 2004 January 2005 February 2005 March 2005
Highest Fully Paid
Lowest Fully Paid 68.00 78.00 72.00 70.00 78.00 90.50 109.00 102.00 134.05 150.00 155.10 135.00
Highest Partly Paid*
Lowest Partly Paid*
BSE Sensex Highest

5979.25 5772.64 5012.52 5200.85 . 5269.22 5638.79 5803.82 6248.43 6617.15 6696.31 6721.08 6954.86
BSE Sensex Lowest

5599.12 4227.50 4613.94 4723.04 5022.29 5178.57 5558.14 5649.03 6176.09 6069.33 6508.33 6321.31
107.7 118.8
100 122
80.00 124.80 150.00 127.00 137.00 121.45
75.00 69.00 92.65 100.00 104.25 93.00
122,
133.8 138.9
166.50 190.00 180.50 182.00 178.95
Partly paid equity shares are listed and quoted on BSE from 29.10.2004.
16

H. Registrar & -Share Transfer Agents : Sharepro Services (I) Pvt. Ltd. Satam Estate, 3rd floor, Above Bank of Baroda, Chakala, Andheri (E), Mumbai 400 099. L Share Transfer System : All the shares related work is being undertaken by our R& T Agent, Sharepro Services (I) Pvt. Ltd., Mumbai. A Share Transfer Committee of three Directors has been constituted to approve Share Transfer, Transmission, Split, Consolidation, etc. of shares. The Share transfers are registered and returned within 30 days from the date of receipt if relevant documents are complete in all respects. The investors/shareholders grievances are also taken-up by our R & T Agent. J. Distribution of shareholding as on 31.03.2005 (FULLY PAID) Slab Less than 500 501-1000 1001-2000 2001-3000 3001-4000 4001-5000 5001-10000 10001 -above TOTAL
* '
Total No. of Shareholders 128043

323 ,
% 99.58
No. of Shares 987812 240459 144186 81931 71688 64874 164888 ^3300498 5056336
% to total share capital 19.54
0.25 0.07 0.03 0.02 0.01 0.01 0.03

100
4.76 2.85
1.62.
97 33 20 14 24 34
1.42 1.28 3.26

65.27
100
128588
Distribution of shareholding as on 31.03.2005 (PARTLY PAID)
Slab
Less than 500 501-1000 1001-2000 2001-3000 3001-4000 4001-5000 5001-10000 10001 -above TOTAL * *
Total No. of Shareholders 21463

141
No. of Shares
% to total share capital 10.38
98.41
523596 104253 116453 85266 . 63680 62525' 176732 3911048 * 5043553
0.64 0.35 0.15 0.08 0.06 0.11 0.20

100
2.06 2.31 1.70 1.26 1.24 3.50

77.55
100
76 33 17 !3 24 43
21810
6337 Rights Equity Shares were allotted to NRIs as fully paid pursuant to the terms of Letter of Offer and hence included in the table of fully-paid shares. Out of the Rights Issue, 109 Equity Shares could not be offered on Rights basis in view of non-availability of details of beneficial holders from Depository. The same are kept in abeyance.
17
(Formerly known as Polyolefins Rubber Chemicals Limited) K. Shareholding pattern as on 31.03.2005 (Fully Paid) : DISTRIBUTION OF SHAREHOLDING AS ON QUARTER ENDED ON 31.03.2005 SrNo
1 2 3 4 5 6 7 8
Category Promoters Holding. Mutual Funds & UTI. Banks, Financial Institutions, Insurance Companies, Central / State Govt Institutions. FIIS (Foreign Institutional Investors). Private Corporate Bodies. Indian Public NRIs / OCBs Any Other (please specify) GDR TOTAL
No. of Shares held 1687233 866048 503819 23025 473557 1488462 14192 5056336
% of Holding 33.37% 17.13% 9^96% 0.46% 9.36% 29.44% 0.28% 100
Shareholding pattern as on 31.03.2005 (Partly Paid) : DISTRIBUTION OF SHAREHOLDING AS ON QUARTER ENDED ON 31.03.2005 Category No. of Shares held SrNo
1 2 3 4 5 6 7 8
% of Holding 40.95% 17.14% 6.91% 5.39% 29.58% 0.03% 100
Promoters Holding. Mutual Funds & UTI. Banks, Financial Institutions, Insurance Companies, Central / State Govt Institutions. FIIS (Foreign Institutional Investors). Private Corporate Bodies. Indian Public NRIs / OCBs Any Other (please specify) GDR TOTAL
2065305 864635 348627 271687 1491426 1873 5043563
L.
Dematerialisation details : The dematerialisation details as on 31.03.2005 are as under : Fully Paid Partly Paid No. Of Shareholders 16730 11529 N.A. Shareholding 36,11,479 42,03,014 % to total share Capital 71.42 83.33
M. Outstanding GDR/ADR :
N. Plants/factories : 1. Nayin Fluorine Industries, Bhestan, Surat - 395 023 (Gujarat) 2. Navin Fluorine Industries, Dewas 455002 (Madhya Pradesh) O. Address for correspondence: Navin Fluorine International Limited : a) Registered Office : 1st floor , Kalpataru Point, Kamani Marg, Sion (East), Mumbai 400 022. Tel: 22-24040404 Fax: 22-24014077 Mafatlal House, Backbay Reclamation, Mumbai 400 020. Tel.: 22-56357611/22026944 Fax: 22-56357633
18
'b)
Corporate Office

Corporate Governance Certificate
We have examined the compliance of conditions of Corporate Governance by Navin Fluorine International Limited (formely known as Polyolefins Rubber Chemicals Limited) for the year ended 31st March, 2005, as stipulated in clause 49 of the Listing Agreement(s) of the said Company with the Stock Exchange(s). The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination 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 cerfity that the Company has complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement(s). On the basis of our verification, and as certified by the Compliance Officer (Company Secretary), we have to state that no investor grievances were remaining unattended / pending for more than thirty days. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. for C.C.CHOKSHI & CO., Chartered Accountants
(A.SIDDHARTH) Partner Mumbai, dated, 27* May, 2005
19
NAVIN
policies, note 15.c and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in- conformity with the accounting principles generally accepted in India: in the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2005; in the case of the Profit and Loss account, of the profit for the year ended on that date; and in the case of the Cash-flow statement, of the cashflows for the year ended on that date, for C.C.CHOKSHI & CO., Chartered Accountants (A. SIDDHARTH) Partner Membership no. 31467 Mumbai, dated, 27th May, 2005
Auditors' report
To, the members Navin Fluorine International Limited (formerly known as Polyolefins Rubber Chemicals Limited) 1. We have audited the attached Balance sheet of Navin Fluorine International Limited, as at 31st March, 2005, the Profit and Loss account and also the Cash-flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. 4. Further to our comments in the Annexure referred to above, we report that: i. we have obtained all the information and explanations, which to the best of our knowledge and belief were accessary' r6r trfcr pwrp&s&r ca^cmr-cmefirC ii. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; iii. the Balance sheet, Profit and Loss account and Cashflow statement dealt with by this report are in agreement with the books of account; iv. in our opinion, subject to note 15.c of schedule 18, regarding non-disclosure of information required under Accounting Standard 27 in respect of one of the joint ventures of the Company, the Balance sheet, Profit and Loss account and Cash-flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; v. on the basis of written representations received from the directors, as on 31st March, 2005 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 3 lsl March, 2005 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; vi. in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read with the significant accounting
a) b) c)
Annexure to the Auditors' report

Re: Navin Fluorine International Limited (referred to in paragraph 3 of our report of even date) 1. 2. The requirement of clauses (xiii) and (xiv) of paragraph 4 of the Order are not applicable for the year. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets; (b) some of the fixed assets were physically verified during the year by the'management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification; (c) there has not been any substantial disposal of fixed assets during the year. (a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable; (b) the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business; (c) the Company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stocks and book records were not material. from companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. Consequently, requirements of clauses (iii.a) to (iii.g) of paragraph 4 of the Order are not applicable. In our opinion, and according to the information and explanations given to us, there is an adequate internal
3.
4. The Company has not granted or taken any loans to/
5.
20

control system commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls. (a) In our opinion, and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, have been entered in the Register required to be maintained under that section; (b) in our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956, and exceeding Rs. Five lacs in respect of any party during the year. The Company has not accepted deposits from the public within the meaning of sections 5 8 A, 58AA or any other relevant provisions of the Companies Act, f956, where applicable and the Rules framed thereunder. We are informed that no Order has been passed by the Company Law Board, Reserve Bank of India or any Court or any other Tribunal. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956, and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records. (a) In our opinion, and according to the information and explanations given to us, the Company has generally been regular in depositing undisputed sfaCotary dues mcfadtag gravid-sat fond, m^cff<yf education and protection fund, employees state 'insurance, income-tax, sales-tax, wealth-tax, servicetax, customs duty, excise duty, cess and other material statutory dues (where applicable) with the appropriate authorities. There are no arrears of outstanding statutory dues as at the last date of the financial year for a period of six months from the date they became payable; (b) according to the information and explanations gi ven to us, there are cases of non-deposit of disputed dues of-excise duty ofRs. 91.16 lacs (pending before the High Court (Rs. 90.18 lacs)/ Assistant Commissioner of Central Excise (Rs. 0.98 lac)) and sales-tax of Rs. 152.81 lacs (pending before the Ministry of Industry (Rs. 12.06 lacs)/ High Court (Rs. 88.94 lacs)/Sales-tax Appellate Tribunal (Rs. 42.93 lacs)/Deputy Commissioner (Rs. 7.37 lacs)/ Assistant Commissioner (Rs. 1.51 lacs)). Except for these, there are no cases of non-deposit with the appropriate authorities of disputed dues in respect of income-tax, customs duty, wealth-tax, service tax and cess. 11. The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the financial year under report and in the immediately preceding financial year. 12. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has had no dues to financial institutions and debentureholders. 13. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 14. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. 15. The term loans taken by the Company were for infusing promoters' contribution in Mafatlal Industries Limited (MIL) pursuant to the latter's scheme of rehabilitation. Pending raising of these loans, the Company infused funds to MIL out of its internal accruals. These got replenished on disbursal of the term loans. Therefore, in our opinion, and according to the information and explanations given to us, on an overall basis, term loans obtained by the Company were, prima facie, applied during the year for the_ purposes for which the loans were obtained. 16. According to the information and explanations given to us, and on an overall examination of the Balance sheet of the Company, we report that no funds raised on shortterm basis have been used for long-term investment. 17. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. J& JVp debentures have been issued by the Company and hence the question of creating securities or charge in respect thereof does not arise. 19. We have verified the end use of monies raised by rights issue as disclosed in note 22 of schedule 18 to the financial statements. 20. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company, was noticed or reported during the financial year. for C.C.CHOKSHI & CO., Chartered Accountants (A. SIDDHARTH)
Partner
6.
7.
8.
9.
10.
Membership no. 31467 Mumbai, dated, 27'" May, 2005

21
NAVIN (Formerly known as Polyolefins Rubber Chemicals Limited)
Schedule No.
As at 31st March, 2004 Rupees Rupees in lacs in lacs
SOURCES OF FUNDS Shareholders' funds Share capital .Reserves and surplus
757.81 14,179.60 14,937.41
505.00 12,512.70 13,017.70 5,900.08 832.88 6,732.96 19,750.66
Loan funds Secured loans Unsecured loans
6,934.43 74.49 7,008.92 Total. 21,946.33
APPLICATION OF FUNDS Fixed assets Gross block less, depreciation Net block Capital work-in-progress
.' 14,189.84 4,686.35 9,503.49 2,297.24 11,800.73 10,805.71 4,064.80 6,740.91 1,698.15 8,439.06 2,201.57 1,610.00 3,734.12 3,293.37 5,891.81 3,156.16 16,075.46 7,751.84 823.59 8,575.43
7,500.03
Investments Deferred tax assets (net) Current assets, loans and advances Inventories , Sundry debtors Cash and bank balances Loans and advances less, Current liabilities and provisions Current liabilities Provisions
2,262.34 264.00
7 8 9 10
4,035.05 4,388.45 5,437.98 4,169.81 18,031.29
11 12
9,119.75 1,292.28 10,412.03
Net current assets Total. Significant accounting policies Notes on accounts As per our attached Report of even date for C.C. CHOKSHI & CO., Chartered Accountants H.A.MAFATLAL Chairman & Managing Director
7,619.26 21,946.33
19,750.66
17 18
A.SIDDHARTH Partner Mumbai, Dated, 27th May, 2005
N. B. MANKAD Company Secretary
VISHAD P. MAFATLAL D.S.UMALKAR ATULSRIVASTAVA > Directors SUNILLALBHAI A.K. PURI P.N. KAPADIA Mumbai, Dated, 27th May, 2005
22

Profit and Loss account for the year ended 31st March, 2005
Schedule No. INCOME Turnover (gross) less, excise duty Turnover (net) Other income , Increase in stocks of finished goods and process stocks Total EXPENDITURE Purchase of trading goods Manufacturing and Other expenses Excise duty Depreciation Depreciation on immovable properties Interest Total.... Profit before exceptional items and tax ! Exceptional items (refer note 3 of schedule 18) Provision for doubtful advances Provision for doubtful advances written back Provision for diminution in value of long-term investments (non-trade) Loss on sale of long-term investments (non-trade) Stamp duty, registration and other expenses on transfer of property... Profit/(loss) before tax Provision for tax Current tax (including wealth-tax, Rs.1.71 lacs, previous year, Rs. 13.85 lacs) Deferred tax Profit/(loss) aftertax Surplus brought forward from previous year/ period Amount available for appropriation Appropriations Transferred to general reserve Proposed dividend Corporate dividend tax thereon Surplus carried to Balance sheet . , 17 18 H.A.MAFATLAL Chairman & Managing Director VISHADRMAFATLALl D.S.UMALKAR ATULSRIVASTAVA \ Directors SUNIL LALBHAI A If PIJDI M.IV. runi RN.KAPADIA Mumbai Dated, 27th May, 2005 Rupees in lacs 24,541.38 1,961.90 22,579.48 2,132.85 187.91 24,900.24 = 331.39 18,900.53 90.15 656.65 0.03 710.67 20,689.42 4,210.82 7,229.30 (5,940.00) (2,970.08) (500.00) 2,030.04 (441.71) (1,346.00) 242.33 623.50 ' 865.83 18.17 123.58 17.34 159.09 706.74 3.59 3.08 Previous year Rupees in lacs
13 14
15
16
21,214.23 1,841.49 19,372.74 625.04 389.92 20,387.70 = 493.74 15,346.22 121.17 536.01 0.03 427.68 16,924.85 3,462.85 (3,959.13) (496.28) (663.85) 910.00 (250.13) 987.57 737.44 101.00 12.94 113.94 623.50 (4.12) (4.12)
Earnings ^per share (refer note 17 of schedule 18): basic - Rs diluted-Rs Significant accounting policies Notes on accounts.... As per our attached Report of even date for C.C. CHOKSHI & CO., Chartered Accountants
A. SIDDHARTH Partner 27th'May, 2DD5
N, B. MANKAD Company Secretary
23
NAVIN
Previous year Rupees in lacs (496.28) 536.04 2.33 (189.03) 427.68 (89.14) (78.40) 132.94 (35.38) 4,035.70 4,246.46 17.27 (173.95) 253.75 416.58 513.65 4,760.11 (603.45) 4,156.66 (2,197.44)
Cash flow statement for the year ended 31st March, 2005
Rupees in lacs A. Cash flow from operating activities Profit/ (loss) before tax adjustments for, Depreciation (Profit)/loss on sale of fixed assets (net) Provision for doubtful debts/ advances written back Provision for diminution in value of long-term investments (non-trade) Loss on sale of long-term investments (non-trade) Interest expense Interest income Share of loss in the partnership firm where the Company is a partner Dividend on long-term investments (non-trade) Bad debts written off Sundry credit balances written back Excess provision of earlier years written back'. Provision for doubtful debts/ advances Operating profit before working capital changes (Increase)/decrease in trade receivables (Increase) in inventories (Increase)/decrease in loans and advances Increase in trade and other payables Cash generated from Operations Direct taxes paid , 2,030.04 656.68 (1,553.39) (7,298.67) 5,955.00 2,970.08 710.67 (124.01) 0.13 (96.88) 28.61 (63.54) (9.44) 23.49 3,228.77 (1,094.72) (300.93) (82.66) 1,325.42 (152.89) 3,075.88 (724.77) 2,351.11 (4,039.25) (5.00) (0.80) (1,524.87) (0.13) 30.00 (494.94) 1,731.44 96.88 131.62 (4,075.05) 1,183.03 (148.19) 1,000.00 (742.55) 369.92 449.62 (109.96) (723.99) 1,277.88
<
Net cash generated from operating activities B. Cash flow from investing activities Purchase of fixed assets Purchase of investments in the subsidiary company Capital contribution in a partnership firm Capital contribution in the partnership firm where the Company is a partner (current) Share of loss in the partnership firm where the Company is a partner Sale of investments Advances against promoters' contribution Sale of fixed assets Dividend income Interest income Net cash (used in) investing activities C. Cash flow from financing activities Proceeds from issue of equity share capital including share premium Expenses on issue of shares written off against share premium .... Proceeds from long term borrowings Repayments of long-term borrowings Proceeds from other borrowings (net) Compensation received pursuant to Montreal Protocol for phasing out production of ozone depleting substances - Capital reserve no. 2 Dividend paid (including Corporate dividend tax thereon) Interest expense Net cash generated from financing activities
(4,657.80) 4.50 78.40 81.32. (6,691.02)
5,500.00 (621.77) 513.74 815.86 (415.56) 5,792.27

24

Cash flow statement for the year ended 31st March, 2005f Contd. )
Previous year Rupees in lacs
Rupees in lacs Net (decrease)/ increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash eauivalents at the end of the year (446.06) 5,852.50 5.406.44
3 257 91 2 594 59 5.852.50
)tes, Reconciliation of cash and cash equivalents As per Balance sheet - schedule 9 less, interest accrued on bank deposits
As per Cash-flow statement 2 :..
5,437.98 31.54 5,406.44
5,891.81 39.31 5,852.50
The following are treated as non-cash transactions: a. Allotment of preference shares by Mafatlal Industries Limited against advances against promoters' contribution amounting to Rs. 9,000.00 lacs (refer note 3b of schedule 18). b. Issue of equity shares against advance against share application monies in Sulakshana Securities Limited amounting to Rs. 10.00 lacs. c. Adjustment of unsecured loans received against application (and allotment) of shares (including share premium) amounting to Rs. 333.84 lacs.
As per our attached Report of even date for C.C. CHOKSHI & CO., Chartered Accountants
H. A. MAFATLAL Chairman & Managing Director VISHAD P. MAFATLAL D. S. UMALKAR ATULSRIVASTAVA \ SUNILLALBHAI A.K.. runl RN. KAPADIA
Directors
A.SIDDHARTH Partner
N.B.MANKAD Company Secretary
Mumbai, Dated, 27th May, 2005
25
NAVIN
(Formerly known as Polyolefins Rubber Chemicals Limited) Schedules forming part of the Accounts
Rupees in lacs
As at 31st March, 2004 Rupees in lacs
Schedule 1 SHARE CAPITAL Authorised 3,500.00 3,500.00 3,50,00,000 equity shares of Rs.10/- each Issued and subscribed 50,56,336 (as at 31st March, 2004, 50,49,999) equity shares of Rs.10/505.63 505.00 each, fully paid-up (refer note below).... 50,43,553 (as at 31st March, 2004, Nil) equity shares of Rs. 10/- each, 252.18 Rs. 5/- each called up and paid-up 757.81 505.00 Total Note. ~ ====== Includes 49,99,999 equity shares of Rs. 107- each allotted as fully paid up to the shareholders of Mafatlal Industries Limited (MIL) pursuant to its scheme of demerger, without payment being received in cash. Schedule 2 RESERVES AND SURPLUS Capital reserve no. 1 Balance of excess of assets over liabilities and reserves taken over pursuant to the scheme of demerger of MIL As per last Balance sheet Capital reserve no. 2 Compensation received pursuant to the Montreal Protocol for phasing out production of Ozone Depleting Substances As per last Balance sheet add, received during the year -. Share premium account As per last Balance sheet add, received during the year less, expenses on issue of shares written off General reserve As per last Balance sheet.... add, transferred from Profit and loss account during the year Surplus in Profit and Loss account Total Schedule 3 SECURED LOANS Loans and advances from Banks Cash credit accounts Term loan accounts Other loans and advances From Others Total Notes
;...
8,035.17
8,035.17
3,854.03 449.62 4,303.65 1,264.06 '1,264.06 148.19 1,115.87 18.17 18.17 706.74 14,179.60
3,038.17 815.86 3,854.03 623.50 12,512.70
1 2 3
856.23 5,578.20 6,434.43 500.00 6,934.43
79.33 5.320.75 5,400.08 500.00 5,900.08 ==^^^^=
Notes. . 1. Secured by hypothecation of certain stocks and book debts of the Company, both present and future. 2. Secured by 9,00,00,000 preference shares held by the Company/ another company in MIL pledged/ to be pledged in favour of the banks. Pending creation of the pledge on 4,00,00,000 preference shares, the Company has given a negative lien there-against. -Further secured by charges created on all the fixed assets at Bhestan and certain fixed assets at Dewas (excluding land under development at Bhestan). 3. Secured by pledge of certain investments held by another company. Schedule 4 UNSECURED LOANS Short-term loans and advances From Others Total
74.49 74.49
832.88 832.88
26

Schedules forming part of the Accounts Schedule 5 FIXED ASSETS
GROSS BLOCK
(Rupees in Lacs)
DEPRECIATION
NETBLOCK
Asset Category Land Buildings Plant and machinery Furniture, fittings and office equipment Vehicles Vehicles acquired on lease Total As at and for the year ended 31st March, 2004 Capital work-in-progress (including capital advances)
As at 1st Additions Deductions/ April, adjust2004 ments

17.42
As at Upto 31st 31st March, March, 2005 2004

11.82
1,004.38 12,671.51 318.24 180.81 14,186.76 3.08 14,189.84 10,805.71 152.07 3,723.16 138.57 50.25 4,064.05 0.75 4,064.80 3,535.74
DeducFor the tions/ year adjustments
As at 31st March, 2005

11.82

17.42
5.60
909.53 9,398.94 328.57 148.17 10,802.63 3.08 10,805.71 10,191.04
96.86 3,287.46
15.50 40.34
2.01 14.89
20.83 604.24
16.96 14.33
0.39 14.80
14.89 5.02 35.10 35.10
172.51 4,312.60 140.64 59.56 4,685.31 1.04 4,686.35 4,064.80
831.87 8,358.91 177.60 121.25 9,501.45 2.04 9,503.49 6,740.91 2,297.24
757.46 5,675.78 190.00 97.92 6,738.58 2.33 6,740.91
25.83 7.70 56.03 56.03
3,440.16 3,440.16 628.45
656.36 0.29 656.65 536.01
13.78
6.95
1,698.15
Note. Buildings include Rs. Nil (as at 31st March, 2004, Rs. 2.00 lacs) being cost of ownership premises in a co-operative society, including cost of shares of the face value of Rs. 500/-, received under the bye-laws of the Society. As at 31st March, 2004 Rupees Rupees in lacs in lacs INVESTMENTS (long term) (a) Non-trade investments (unquoted) (i) Subsidiaries 1,50,000 (as at 31 st March, 2004, Nil) equity shares of Sulakshana Securities Limited of Rs. 107- each, fully paid-Up less, provision for diminution in value ...' (ii) Other investments 5,60,000 equity shares of Cebon Apparel Private Limited ofRs. 10/-each, fully paid-up 2,36,62,762 equity shares of Mafatlal Burlington Industries Limited ofRs. 10/-each, fully paid-up 13,71,162 * equity shares of Molex Mafatlal Micron Private Limited ofRs. 107-each, fully paid-up 150 * 11% Corporate bonds - series IV of Housing Development Finance Corporation Limited of Rs. 1,000/- each, fully paid-up 6,00,00,000 ** (as at 31st March, 2004, Nil) Optionally Convertible Fully Redeemable Non-Cumulative preference shares of Rs. 10/- each, fully paid-up of MIL (a company under the same management) less, provision for diminution in value (iii) (b) Capital contribution in Urvija Associates, a Partnership Firm (refer note 21 of schedule 18)
15..00 15.00
10.50 2,070.30 118.59 1.50 6,000.00 8,200.89 5,940.00 2,260.89 0.80 2,261.69 '
10:50 2,070.30 118.59 1.50 2,200.89 2,200.89 2,200.89 2.58

'
Immovable properties As per last Balance sheet less, depreciation (i) As per last Balance sheet (ii) fortheyear
2.58 1.90 0.03 1.93 0.65 Total 2,262.34
1.87 0.03 1.90 0.68 2,201.57
(1) . Immovable properties are charged in connection with loans taken by another company. (2) Investments made and sold during the year: Previous year 3,00,00,000 (previous year, Nil) Optionally Convertible Fully Redeemable Rupees in lacs Non-Cumulative preference shares of MIL (a company under the same management) 3,000.00 __ * pending transfer in the Company's name ** 2,00,00,000 Optionally Convertible Fully Redeemable Non-Cumulative preference shares of MIL have been pledged as additional securities for loans taken by the Company. For balance 4,00,00,000 shares, the company has given a negative lien pending creation of pledge.
27
NAVEV FLUORINE INTERNATIONAL LIMITED

Schedules forming part of the Accounts

Stores and spares Stock-in-trade Raw materials Process stocks Finished goods Trading goods
354.95 1,496.56 180.68 1,997.90 4.96 3,680.10 Total ..... 4,035.05
277.34 1,461.15 122.92 1,834.90 37.81 3,456.78 3,734.12
Schedule 8 SUNDRY DEBTORS (unsecured)
'
Debts outstanding for a period exceeding six months Other debts less, provision Total Note, Considered good Considered doubtful Due from MIL (a company under the same management) Schedule 9 CASH AND BANK BALANCES Cash in hand (including cheques in hand Rs. 20.31 lacs; as at 31st March, 2004, Rs. Nil) Remittances-in-transit Balances with scheduled banks - in current accounts - in fixed deposit accounts (including interest accrued Rs. 31.54 lacs; as at 31st March, 2004, Rs. 39.31 lacs) (on fixed deposit receipts of Rs. 1,377.86 lacs, banks have lien; as at 31 st March, 2004, Rs. 1,119.40 lacs) Post Office savings bank account (security deposit) (maximum amount Rs. 0.06 lac; as at 31st March, 2004, Rs. 0.06 lac) Total -
815.85 4,191.66 5,007.51 619.06 4,388.45 4,388.45 619.06 5,007.51
807.59 3,133.80 3,941.39 648.02 3,293.37 3,293.37 648.02 3,941.39
4.95
4.95
25.14
4.97 10.00
2,050.92 3,361.86
909.09 4,967.69
5,412.78
5,876.78
0.06
5,437.98
0.06
5,891.81
Note, Certain current and fixed deposit accounts with banks, which have been transferred from MIL pursuant to its scheme of demerger, are in the process of being transferred in the Company's name.
28

Schedule 10 LOANS AND ADVANCES (unsecured) Advances recoverable in cash or in kind or for value to be received Advances against promoters' contribution Capital contribution in the partnership firm where the Company is a partner (current) Balances with Central Excise Iraq Project work-in-progress Advance tax less, provision -Total Notes, (1) Considered good Considered doubtful 1,171.71 1,250.88 8,505.06
,.
1,524.87 4.51 162.70 1,367.65 4,231.44 61.63 4,169.81 4,169.81 61.63 4,231.44
2.49 162.70 642.88
10,464.01 7,307.85 3,156.16 3,156.16 7,307.85 10,464.01 8,533.64 8,533.64 Not applicable Not applicable
(2) Advances to MIL (a company under the same management) Maximum amount outstanding during the year (3) Loans and advances in the nature of loans, due from: Staff (interest bearing with repayment schedules beyond seven years) Maximum amount outstanding during the year Schedule 11 CURRENT LIABILITIES Sundry creditors - total outstanding dues to small scale industrial undertakings - total outstanding dues to creditors other than small scale industrial undertakings Other liabilities Advances'from customers Due under a hire purchase agreement Advance against project contracts Interest accrued but not due on loans Total Schedule 12 PROVISIONS For tax Proposed dividend Corporate dividend tax Total
9,000.00 49.63
56.41
68.88 8,459.32 8,528.20 127.31 96.08 0.97 303.24 63.95 9,119.75
17.33
7,177.20 7,194.53 84.28 108.54 1.55 303.24 59.70 7,751.84
1,151.36 123.58 17.34 1,292.28
709.65 101.00 12.94 823.59
29
NAVIN

Rupees in lacs Schedule 13 OTHER INCOME Interest on Bonds on bank deposits, etc. (TDS, Rs. 25.94 lacs; previous year, Rs. 14.15 lacs) Previous year Rupees in lacs
0.17
123.84 124.01
0.21
88.93
89.14
78.40 160.30
Dividend on long-term investments (non-trade) Processing charges Profit on sale of fixed assets (net) Insurance claims Provision for doubtful debts/ advances written back Sundry credit balances written back Excess provision of earlier years written back (net) Miscellaneous income Total .
96.88 145.32 1,553.39 14.34 69.37 63.54
19.29
189.03
9.44
56.56 2,132.85
35.38 53.50 625.04
Schedule 14 INCREASE IN STOCKS OF FINISHED GOODS AND PROCESS STOCKS Stocks as at 31st March. 2005 Finished goods Trading goods Process stocks ,. :. 1,997.90 1,834.90
4.96
180.68 2,183.54
37.81
122.92 1,995.63
less, Stocks as at 1st April. 2004 Finished goods Trading goods Process stocks 1,834.90 1,306.04 141.27 158.40 1,605.71 389.92
37.81
122.92 1,995.63 Increase 187.91
30

Schedules forming part of the Accounts Rupees in lacs Schedule 15 MANUFACTURING AND OTHER EXPENSES Raw materials consumed Payments to and provisions for employees Salaries, wages "and bonus Contribution to provident fund and other funds Welfare expenses 11,690.75 982.44 172.95 111.20 1,266.59 Operating and Other expenses Stores, spares and packing materials consumed Power and fuel (net) Processing charges Rent (net) Rates and taxes , Repairs to buildings Repairs to machinery Insurance Communication expenses Commission and discount -. Transport and freight charges (net) Provision for doubtful debts/ advances Provision for diminution in value of long-term investments (non-trade) Bad debts written off , Loss on sale of fixed assets (net) Donations Directors sitting fees Share of loss in the partnership firm where the Company is a partner. Miscellaneous expenses 1,666.93 1,249.32 23.82 32.57 146.09 18.93 77.33 68.21 55.58 355.89 900.88 23.49 15.00 28.61 10.00 1.65 0.13 1,268.76 5,943.19 Total Schedule 16 INTEREST On fixed deposits On fixed loans On cash credit accounts On Others Total 676.32 18.70 15.65 710.67 68.25 337.55 14.65 7.23 427.68 18,900.53 8,736.98 927.38 169.09 94.72 1,191.19 1,083.55 1,498.61 129.55 25.03 204.61 32.19 99.65 74.35 80.89 254.20 636.76 76.57 132.94 2.33 11.00 1.91 1,073.91 5,418.05 15,346.22 Previous year Rupees in lacs
31
NAVIN ^8l^Wi$N^^
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Schedule 17 SIGNIFICANT ACCOUNTING POLICIES 1. 2. Fixed assets Fixed assets are recorded at cost of acquisition or construction. They are stated at historical cost less accumulated depreciation. Depreciation . Depreciation on fixed assets is provided for on straight-line basis in accordance with the Companies Act, 1956. (refer note 4 of schedule 18) Investments Long-term investments are carried at cost. Provision is made to recognize a decline, other than temporary, in the carrying amount of long-term investments. Inventories Items of inventory are valued at cost or net realizable value, which ever is lower. Cost is determined on the following basis: Raw materials, stores and spares Weighted average Process stocks and finished goods At material cost plus appropriate value of overheads Trading goods FIFO Doubtful debts/ advances Provision is made in the accounts for debts/ advances that in the opinion of the management are considered doubtful of recovery. Retirement benefits Provident fund Liability is determined on the basis of contribution as required under the statute/ rules. Superannuation fund Liability is determined on the basis of contribution as required under the rules. Gratuity and leave encashment Liability is determined on the basis of actuarial valuation made at the year end. Foreign currency transactions Transactions in foreign currency are recorded at the original rates of exchange in force at the time the transactions are effected. At the year end, monetary items denominated in foreign currency are reported using the closing rates of exchange. Exchange differences arising thereon and on realization/ payment of foreign exchange are accounted for in the relevant year as income or expense except in the case of fixed assets acquired from outside India, in which case, these are adjusted in the carrying amounts of such assets. Borrowing costs Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use. All other borrowing costs are charged to revenue. Government grants Grants related to specific fixed assets <jre disclosed as a deduction from the value of the concerned assets. Grants related to revenue are credited to the Profit and Loss account. Grants in the nature of promoter's contribution are treated as capital reserve. Revenue recognition Revenue (income) is recognized when no significant uncertainty as to its determination or realization exists. Taxes on income Tax expense comprise both current and deferred tax at the applicable enacted/ substantively enacted rates. Current tax represents the amount of income-tax payable/ recoverable in respect of the taxable income/ loss for the reporting period. Deferred tax represents the effect of timing differences between taxable income and accounting income for the reporting period that originate in one period and are capable of reversal in one or more subsequent periods. Contingent liabilities These, if any, are disclosed in the notes on accounts. Provision is made in the accounts in respect of those contingencies which are likely to materialize into liabilities after the year end till the adoption of accounts by the Board of Directors and which have material effect on the position stated in the Balance sheet.
' -
3.
4.
5.
6.
7.
8.
9.
10. 11.
12.
32

Schedule 18 NOTES ON ACCOUNTS
Rupees in lacs 1. Estimated amount of contracts remaining to be executed on capital account and not provided for 2. Contingent liabilities in respect of: a. Excise matters disputed in appeal These relate to MOD VAT on capital purchases (pending before the Assistant Commissioner) and permit fee on purchase of alcohol (pending before the High Court) b. Property tax matters disputed in appeal These relate to the demand raised by the Municipal Corporation of Dewas challenged by the Association of Industries of Dewas (pending before the High Court) c. Sales-tax matters disputed in appeal These relate to classification of goods and consequent dispute on the rates of sales-tax (pending at various stages from Assistant Commissioner to High Court) d. Claims against the Company not acknowledged as debts Labour matters involving issues like regularization of employment, termination of employment, compensation against severance, etc. Penal demands raised relating to non-submission of proofs of import of materials (pending at various stages, from Special Director (Appeals) to Appellate Tribunal for Foreign Exchange (these proofs have been subsequently submitted) e. Bills of exchange discounted In all the above matters (2a. to 2d.), the Company is hopeful of succeeding and as such does not expect any significant liability to crystallize. Guarantee given by the Company to another company on behalf of its employees: - Guarantee - Loan outstanding Amount not ascertainable 912.56
835.34
91.16
119.57
7.49
7.49
152.81 295.05
153.99 276.58
1,348.94 52.39
f.
0.38 0.38
Amount not ascertainable
g. Demands of employees not admitted by the management: - in respect of revision of wages at the Bhestan Unit - for miscellaneous matters at the Bhestan and Dewas Units
'..
h. Pursuant to the scheme for rehabilitation ['the sanctioned scheme' (SS)] of Mafatlal Industries Limited (MIL), Sulakshana Securities Limited (SSL), (now) a wholly-owned subsidiary, has been created to take over certain identified assets and term loan liabilities of MIL with the objective of repaying them by disposing off the assets thus transferred. The Company is required to give a corporate guarantee to the effect that in case SSL fails to discharge the settled liabilities to the secured term lenders within thirty months of the SS, it would meet the liability for the unpaid amount with rights (as available to a guarantor under sections 140 and 141 of the Indian Contracts Act) on the remaining assets of SSL. During the year, MIL/ SSL have executed a 'debt-asset . swap' agreement with the Industrial Development Bank of India (EDBI), for settlement of its dues, aggregating to Rs. 9,629.03 lacs. As a part of this arrangement, the Company has given a corporate guarantee for Rs. 1,000.00 lacs to make good shortfall, if any, between the swap value (Rs. 9,858.00 lacs) and the actual consideration at which IDBI may sell these assets between the fifth and the ninth year from the date of this 'debt-asset swap' agreement. The said agreement requires the Company to create a reserve of Rs. 1,000.00 lacs equitably over four financial years beginning financial year 2005-06.
33
NAVIN

Schedule 18 (Contd.) 3. a. The Board for Industrial & Financial Reconstruction (BIFR) had declared MIL a sick industrial undertaking and sanctioned a scheme for its rehabilitation (SS). Pursuant to this, the Chemical Division of MIL was demerged and vested in the Company with effect from the appointed date (1st March, 2002), as a going concern, and effect given to in the accounts in the relevant financial year. b. Pursuant to the aforementioned BIFR Order, approving the SS of MIL, the Company, inter-alia, is required to contribute Rs. 9,000.00 lacs as part of the promoters' contribution for the rehabilitation of MIL by way of fresh infusion of funds. On completion of the funding of Rs. 9,000.00 lacs during the year (as at 31st March, 2004, Rs. 8,505.06 lacs), MIL has issued 9,00,00,000 Optionally Convertible Fully Redeemable Non-Cumulative preference shares of Rs. 107- each there-against. Out of these, the Company has sold 3,00,00,000 shares during the year at Re. 0.10 per share. As MIL has been making substantial losses for some years now, with its accumulated losses, as per its latest audited financial statements (as at 30th September, 2004), of Rs. 60,167.38 lacs, far exceeding its shareholders' funds, of Rs. 20,944.20 lacs, provision had been made against these funds infused till last year!, aggregating to Rs. 7,229.30 lacs. On allotment of preference shares this year, this provision has been written back and provision made for diminution in the value of investments of Rs. 5,940.00 lacs against the balance 6,00,00,000 preference shares based on the price at which shares were sold, as aforementioned. All transactions in the Profit and Loss account relating thereto have been disclosed as exceptional items. c. Pursuant to the debt-asset swap between MTU SSL and IDBI, as aforementioned, the Company was required to bear stamp duty, registration and other expenses in connection with the transfer of assets upto a maximum of Rs. 500.00 lacs. This has been charged off to the Profit and Loss account and disclosed as an exceptional item. 4. Depreciation has been provided for on all fixed assets on straight-line basis in accordance with section 205(2)(b) of the Companies Act, 1956, at the rates and in the manner specified in schedule XIV of the said Act. In respect of Dimethyl Aniline, Diethyl/ Monoethyl Aniline, Speciality Chemicals, Cryolite, Aluminium Fluoride, Refrigerant Gases, Mafron - 113, ABF Plants, Fluoroaniline Plants and Captive Power Plant, depreciation has been provided for at the rate applicable to continuous process plants. Previous year Rupees Rupees in lacs in lacs 5. a. Managerial remuneration: ' 58.44 ,52.11 Salaries 12.96 11.88 " Contribution to provident and other funds 5.03 6.98 Perquisites 100.55 Commission 81.97 169.57 160.35 Total Notes. 1. The above excludes contribution for gratuity and leave encashment as the incremental liability has been accounted for by the Company as a whole. 2. Previous year numbers are for the period from 1st May, 2003 to 31st March, 2004. b. Calculation of net profits under section 349 of the Companies Act. 1956: 2,030.04 Profit/ (loss) before tax (496.28) add, Directors' sitting fees 1.65 1.91 169.57 Directors' remuneration (including commission) 160.35 23.49 Provision for doubtful debts/ advances 4,035.70 Provision for diminution in value of long-term investments (non-trade) 5,955.00 2,970.08 Loss on sale of long-term investments (non-trade) Stamp duty, registration and other expenses on transfer of property 500V00 11,640.61 3,710.90 less, Provision for doubtful debts and advances written back Capital profit on sale of fixed assets Net profit as per section 349 of the Companies Act, 1956 Commission payable To, the Chairman & Managing Director @ 1.50% (previous year, 1.50%) To, the CEO @ 1% (previous year, 1%) To, the Non-executive directors @ 0.45% (previous year, 0.35%) Total 7,298.67 1,563.27 8,861.94 2,778.67 189.03 . 189.03 3,521.87 52.83 35.22 12.50 100.55
34
41.68 27.79 12.50 81.97

Schedule 18 (Contd.) 6. Payment to auditors: Rupees in lacs Audit fees Tax audit fees In any other manner (certification work, etc.) Service-tax Expenses Total 7. Previous year Rupees in lacs
4.00 2.00 5.65 0.10 0.12 11.87
4.00 2.00 7.75 1.09 0.08 14.92
(a) The Company has acquired a fixed asset on hire purchase basis (for a period of 60 months) which has been treated as asset acquired on finance lease as per Accounting Standard on Leases (AS-19). Minimum lease rentals outstanding as at the year end, are as under: (Rupees in lacs) As at 31st March, 2004 Total Minimum Interest Lease Payments not due outstanding as at the year end Present value of the minimum payments Total Minimum Interest not due Lease Payments outstanding lease as at the year end Present value of the minimum lease payments
Due
Not later than one year Later than one year and not later than five years Total
0.76 0.32 1.08
0.10 0.01 0.11
0.66 0.31 0.97
0.76 1.08 1.84
0.18 0.11 0.29
0.58 0.97 1.55
(b) The Company has taken certain fixed assets on operating lease. The tenure of such agreements ranges from 11 months to 72 months. There are no purchase option and escalation clause in these agreements. (Runees in lacs)
Due
Not later than one year Later than one year and not later than five years Total Operating lease rentals debited to the Profit and Loss account
Total minimum lease payments outstanding As at 31st March, 2005 As at 31st March, 2004 29.03 16.30 16.88 13.82
30.12 32.57
45.91 25.03
MIL 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 conditions and the 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 in turn has claimed that the funds deposited with them in respect of the aforesaid project are subject to lien. In view of the prevailing uncertain circumstances, the receipts and payments under the contracts, transferred to the Company pursuant to the SS of MIL, continue to be carried forward and necessary adjustments would be made on the status of the project becoming clearer. (a) Pursuant to MIL's SS, 'Income-tax Department to grant exemption from compliance of conditions contained in section 2(19AA) of the Income-tax Act, 1961, with regard to de-merger of Chemical Division'. Accordingly, as per the provisions of section 72A of the Income-tax Act, 1961, unabsorbed depreciation, aggregating to Rs. 4,112.68 lacs relatable to the Chemical Division of MIL was set off against taxable income in the preceding years and the balance unabsorbed depreciation, aggregating to Rs. Nil (as at 31st March, 2004, Rs. 833.65 lacs), has been set off against taxable income of the Company for the year and provision for tax is calculated accordingly.
35

Schedule 18 (Contd.) (b) Major components of deferred tax assets and (liabilities) are as under: Rupees in lacs
Difference between book and tax written down values of fixed assets Provision for doubtful debts/ advances Provision for diminution in value of investments Capital loss carried forward Deferred revenue expenditure Others Total Note,
(1,632.66) 229.12 1,332.94 323.43 7.61 3.56 264.00
(1,266.21) 2,854.57

20.35 1.29 1,610.00
The Company's cash surplus operations would be leveraged to realign its business portfolio, as a part of which it is reasonably certain that the carried forward deferred assets would be utilized. 10. During the period from 27th August, 1997 to 1*5* December, 1997, the workers of Navin Fluorine, Bhestan had been on an illegal and unjustified strike in contravention of the Industrial Disputes Act. The Labour Commissioner of Gujarat, in his report to the Ministry of Labour, has concurred with the decision of declaring the strike illegal and unjustified. In view thereof, no provision has been made in the accounts for wages, etc. for the said period. The workers' reference to the Conciliation Officer on the justification of the strike is pending with the Industrial Tribunal, Gujarat. 11. The net amount of exchange loss included in the Profit and Loss account for the year is Rs. 26.87 lacs (previous year, Rs. 89.38 lacs). 12. Research and development expenditure debited to the Profit and Loss account by charge to relevant heads of account amount to Rs. 70.87 lacs (previous year, Rs. 77.76 lacs). 1.3. Names of small-scale industrial undertakings to whom the Company owed sums for more than thirty days as at 31st March, 2005 are Ablaze Glass Works Private Limited, Finoplast (Surat) Private Limited, Fluoroporymer Processor, Poly Plast Chemi-Plants (I) Private Limited, Shreeji Plasto-Pack (India), Sigma Solvent & Pharmaceuticals Limited, Technofab Engineering Services, UNP Polyvalves (I) Private Limited. 14. Certain encumbered assets of the Company offered as securities by MIL for loans taken by it are in the process of being reorganized on restructuring of those loans as per the SS of the BIFR. 15 a. The Company is a venturer in the following companies, both incorporated in India: b. Mafatlal Burlington Industries Limited (MBIL) Molex Mafatlal Micron Private Limited (MMMPL)
The percentage holding and proportionate share in assets, liabilities, income, expenditure, contingent liabilities and capital commitments of MBIL as at and for the years ended 31st March, 2005 and 31st March, 2004, are as under:
As at and for the year ended 31st March, 2005 As at and for the year ended 31st March, 2004
Percentage equity shareholding as at the year end As at the vear end (Rs. in lacs): Assets Liabilities Contingent liabilities Capital commitments For the year (Rs. in lacs): Income Expenditure (including provision for tax)
49.99 % 4,789.56 1,842.84 1.90 56.68 4,997.19 4,860.02
49.99 % 5,407.05 2,597.52 4.17 52.64 4,642.92 4,521.53
During the year, the Company became a venturer in MMMPL. However, similar information is not available for it as at and for the year ended 31st March, 2005 because of non-availability of audited accounts.
36
Scfledufes forming part of tne Accounts Schedule 18 (Contd.)
16. Segment information Segment information for primary segment reporting (by business segments) Based on the Accounting Standard on 'Segment Reporting' (AS-17), issued by the Institute of Chartered Accountants of India, business segment of the Company is the primary segment comprising of 'Chemicals'. As the Company operates only in a single primary business segment, no segment information thereof is given. Segment information for secondary segment reporting (by geographical segments) (Rupees in lacs) As at and for the year ended 31st March, 2004 Particulars Revenues Domestic 14,717.45 Exports 9,823.93 Total 24,54.1.38 Domestic 14,253.35 Exports Total Total 6,960.88 21,214.23
Within India Outside India Segment assets Cost incurred on acquisition of fixed assets 30,342.00 4,039.25 2,016.36
Total Within India Outside India 32,358.36 4,039.25 27,114.29 2,197.44
1,211.80 28,326.09
2,197.44
17. Earnings per share is calculated by dividing the profit/ (loss) attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year, as under: Previous year Current year 242.33 (250.13) Profit/ (loss) after tax - Rs. in lacs Weighted average number of equity shares outstanding during 6,074,210 the year for basic earnings per share 6,745,816 add, weighted average number of partly paid-up equity shares (uncalled amount) 1,126,163 Weighted average number of equity shares outstanding during 6,074,210 7,871,979 the year for diluted earnings per share 3.59 (4.12) Basic earnings per share - Rs. (4.12) 3.08 Diluted earnings per share - Rs. 10.00 10.00 Nominal value per share - Rs. Note. Consequent upon rights issue of equity shares, the weighted average number of equity shares as at 31st March, 2004 have been restated and earnings per share calculated accordingly. 18. The name of the Company has been changed to Navin Fluorine International Limited with effect from 6th October, 2004. A fresh Certificate of Incorporation has been received in this regard. 19. The Company has not made any remittances in foreign currencies on account of dividends during the year and does not have information as to the extent to which remittances in foreign currencies on account of dividends have been made by or on behalf of non-resident shareholders. The particulars of dividends paid to non-resident shareholders are as follows: Previous year Year to which dividend relates Number of non-resident shareholders Number of shares held by them on which dividend is due Amount remitted to bank accounts in India of non-resident shareholders - Rs. in lacs 2003-04 142 9,631
0.19
Not applicable Not applicable Not applicable Not applicable
20. Out of the rights issue made during the year, 109 equity shares could not be offered on rights basis in view of the nonavailability of details of beneficial holders from depositories. The same are kept in abeyance.
37
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Schedule 18 (Contd.) 21. Investment in Partnership Firm, Urvija Associates (formed on 7th June, 2004) Name of the Partners Capital (Rupees in lacs) Navin Fluorine International Limited Mayflower Textiles Private Limited Myrtle Textiles Private Limited As at 31st March, 2004 Capital % share of % share of profit/ loss (Rupees in lacs) profit/ loss 80.00 10.00 10.00
0.80 0.10 0.10
22. During the year the Company made a rights issue of equity shares. The proceeds have been used to part finance infusion of funds into MIL and for general corporate purposes. Unutilized monies at the year end out of this issue - Rs. Nil. 23. Share issue expenses were charged to the Profit and Loss account last year. In view of the availability of share premium this year, share issue expenses incurred during the year, aggregating to Rs. 148.19 lacs have been adjusted there-against. 24. Related party transactions Names of related parties where control exists Sulakshana Securities Limited - subsidiary "company (from 15th November, 2004) Urvija Associates - a partnership firm where the Company is a majority partner (from 7th June, 2004) Names of related parties and description of relationship where transactions have taken place during the year Related parties where control exists Sulakshana Securities Limited - subsidiary company Urvija Associates - a partnership firm where the Company is a majority partner Key management personnel Shri Hrishikesh A. Mafatlal (in the capacity of an individual/ trustee) Shri Vishad P. Mafatlal (in the capacity of an individual/ karta) Shri Atul K. Srivastava Shri Dattatray S. Umalkar . Relatives of key management personnel Shri Arvind N. Mafatlal (in the capacity of an individual/ karta/ trustee) Smt. Sushilaben A. Mafatlal Smt. Rekha H. Mafatlal Smt. Aarti Chaddha Ms. Anjali H. Mafatlal Mr. Priyavrata H. Mafatlal Smt. Madhuvanti N. Baswan Ms. Padmaja Mafatlal Joint venture Mafatlal Burlington Industries Limited Enterprises over which key management personnel and their relatives are able to exercise significant influence Mafatlal Industries Limited Mafatlal Fabrics Private Limited National Organic Chemical Industries Limited Mafatlal Impex Private Limited Vibhadeep Investments and Trading Limited Sushripada Investments Private Limited Shamir Texchem Private Limited Marigold International Private'Limited Pamil Investments Private Limited Navlekh Investments Limited Milap Texchem Private Limited Surekha Holdings Private Limited
38

Schedule 18 (Contd.) Details of transactions with related parties during the year Nature of transactions S ale of finished goods National Organic Chemical Industries Limited Mafatlal Industries Limited Others Interest income on short-term deposits National Organic Chemical Industries Limited
0.93
(Rupees in lacs)
1
8.61 12. 89
Total
8.61 12.89
2.31 0.48 0.89 0.61
2.31 0.48 0.89 0.61
0.93
Purchase of stores, spares and packing materials National Organic Chemical Industries Limited
13.02
0.18 0.26
19.88 22.58
.
13.02
Lease rentals paid Mafatlal Fabrics Private Limited Interest expense on short-term deposits Mafatlal Impex Private Limited Managerial remuneration Shri Hrishikesh A. Mafatlal Shri Dattatray S. Umalkar Shri Atul K. Srivastava Remuneration paid Smt. Madhuvanti N. Baswan Sitting fees Shri Vishad P. MafatM Share of loss in a partnership firm Urvija Associates Allotment of equitv shares (including premium) Shri Arvind N. Mafatlal Shri Hrishikesh A. Mafatlal Shri Vishad P. Mafatlal Others '
0.18 0.26
19.88 22.5S
55.85 64.26 61.52 61.64 30.48 31.17
55.85 64.26 61.52 61.64 30.48 31.17
. 1.05
1.05
0.21 0.30
0.21 0.30 0.13
0.13
'
64.57
65.29
65.29 64.57
- '
62.41
62.41
83.54
81.82
0.01
1.71
39
NAVIN

Schedule 18 (Contd.) Details of transactions with related parties during the year Nature of transactions Investment in preference shares Mafatlal Industries Limited Investment in equitv shares Sulakshana Securities Limited Purchase of equitv shares Vibhadeep Investment and Trading Limited Capital contribution in a partnership firm (Urvija Associates) - fixed (Rupees in lacs)
1
9,000.00
3
10.00
4
'
Total 9,000.00
10.00
5.00
5.00
0.80
0.80
1,525.00
1,525.00
- current Advances given to Mafatlal Industries Limited Short-term deposits given to National Organic Chemical Industries Limited 100.00 Short-term deposits repaid by National Organic Chemical Industries Limited 100.00 Short-term loan taken from Mafatlal Impex Private Limited 450.00 Short-term loan repaid to Mafatlal Impex Private Limited Conversion of short-term into equitv shares (including premium) Mafatlal Impex Private Limited Dividend paid Mafatlal Impex Private Limited National Organic Chemical Industries Limited Surekha Holdings Private Limited Others 206.98
494.94 4,657.80
'
494.94 4,657.80
100.00
100.00
450.00
206.98
234.29
234.29
6.08 11.33 3.19 2.26
'
6.08 11.33 3.19

'
'
1.30
1.05
4.61
40

Schedule 18 (Contd.) Details of transactions with related parties during the year Nature of transactions As at the vear end Provision for doubtful advances Mafatlal Industries Limited 7,229.30 Amounts due to National Organic Chemical Industries Limited Mafatlal Fabrics Private Limited Mafatlal Impex Private Limited Shri Hrishikesh A. Mafatlal Shri Dattatray S. Umalkar Amounts due from Mafatlal Industries Limited National Organic Chemical Industries Limited (Rupees in lacs)
Total
7,229.30
1.50 1.27 0.97 ,?.55 7.76

41.68 52.83
27.79 35.22
1.50 1.27 0.97 /.55 7.76 41.68 52.53

27.79 35.22
4.95 5,535.59 0.84

1,524.87
4.95 S.53S.59 0.84
Mafatlal Burlington Industries Limited Urvija Associates Short-term loan due to Mafatlal Impex Private Limited Guarantees given for
0.01 4.83
0.01 4.83
1,524.87
8.73 450.00
refer note 2.h of schedule 18
8.73 450.00
1. Enterprises over which key management personnel and their relatives are able to exercise significant influence 2. Joint venture 3. Related parties where control exists 4. Key management personnel 5. Relatives of key management personnel
1. There are no amounts written off or written back during the year in respect of debts due from or to related parties. 2. Figures in italics are those as at and for the year ended 31st March, 2004.
41
NAVIN Ft^SSMFJ^
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Schedule 18 (Contd.) 25 Raw materials consumed Rupees in lacs 2,677.72 4,177.41 684.17 4,151.45 11,690.75 Previous year Rupees Quantity in lacs 24,365 2,210.69 10,293 2,503.05 496 914.66 3,108.58 8,736.98
(a) (b) (c) (d)
Fluorspar Chloromethanes Mafrons Others Total
Unit tons tons tons
Quantity 28,017 15,291 366
26 Quantitative information regarding classes of goods manufactured Installed capacity Previous year Installed capacity Production* 7,560 28,300 12,360 38,000
Unit (a) (b) (c) (d) Organic Chemicals Synthetic cryolite, aluminium fluoride and fluorocarbon gases Hydrofluoric acid and other fluorine chemicals Sulphuric acid and oleum tons tons tons tons
Production*
8,111
28,300 31,255 38,000
429
11,707 16,101 26,684
1,691
11,868 13,656 28,081
* including production-internally consumed Note. Installed capacity (on three shift basis) as certified by the management. 27 Quantitative information regarding opening and closing stocks of finished goods Opening stock , Unit (a) (b) (c) (d) Organic Chemicals Synthetic cryolite, aluminium fluoride and fluorocarbon gases Hydrofluoric acid and other fluorine chemicals Sulphuric acid and oleum Total Previous year figures are in italics 28 Quantitative information regarding goods traded in Opening stock UnitRupees tons in lacs 1 (a) Mafron gases 3.67 . 33 97.79 6 (b) Others 34.14 49.48 8Total Previous year figures are in italics tons tons tons tons Quantity Rupees in lacs 448.37 350.43 951.09 .522.37 400.88 421.28 34.56 72.02 1,834.90 1,306.04 Closing stock Quantity Rupees in lacs 369.99 448,37 624.08 957.09 987.39 400.88 16.44 34.56 1,997.90 1,834.90
204 226
91 204
775 7,353 632 325 636 7,363
1,353 698
325 271 1,363 785
Purchases UnitRupees tons in lacs 138 331.39 368 493.74 331.39 493.74
Closing stock UnitRupees tons in lacs 7 3.67 1 4.96 6 34.14
37.81 141.27
4.96 37.81
42

Schedule 18 (Contd.) 29 Quantitative information regarding sales turnover Unittons 379 11,954 7,035 Rupees in lacs 1,051.50 15,612.47 7,659.00 218.41 24,541.38 Previous year UnitRupees tons in lacs 1,382 1,603.07 11,832 5,065 13,434.47 6,000.02 176.67 21,214.23
(a) Organic Chemicals (b) Synthetic cryolite, aluminium fluoride and fluorocarbon gases (c) Hydrofluoric acid and other fluorine chemicals (d) Others (including sulphuric acid.and oleum) Total 30
Value of imports and value of raw materials, stores, spares and packing materials consumed Previous year Rupees in lacs Rupees in lacs
(a)
GIF value of imports Raw materials Stores, spares and packing materials Capital goods Consumption of raw materials and stores, spares and packing materials Percentage of consumption 52.32 47.68 100.00
5,275.48 183.81 47.93
3,847.88 81.51 387.98
(b)
Rupees in lacs Raw materials Imported Indigenous Stores, spares and packing materials Imported Indigenous 6,116.41 5,574.34 11,690.75 183.34 1,483.59 1,666.93
Previous year Percentage of consumption Rupees in lacs 5,252.10 3,484.88 8,736.98 58.45 1,025.10 1,083.55
60.11 39.89
100.00
11.00 89.00 100.00
5.39 94.61 100.00
31 Expenditure in foreign currency Rupees in lacs 17.27 157.84 157.88 212.74 Previous year Rupees in lacs 11.54 138.08 324.93
(a) (b) n (c) (d)
Travelling expenses Commission Legal and professional fees Others
32 Earnings in foreign exchange (a) FOB value of direct exports (b) Others Rupees in lacs 9,155.97 119.46 Previous year Rupees in lacs 6,369.77 264.89
43
TVAVIN

Schedule 18 (Contd.) NOTES ON ACCOUNTS :
33. Balance sheet abstract and Company's general business profile L Registration details Registration No. Balance Sheet Date State Code
U.
Capital raised during the year (amount in Rupees thousands) Public issue Bonus issue Rights Issue Private Placement
D*L Position of mobilisation and deployment of funds (amount in Rupees thousands)

Total Assets
Sources of funds
Paid-up capital AoDUcation of funds Net fixed assets Net current assets (including deferred tax) Accumulated losses Performance of the Company (amount in Rupees thousands) Total Expenditure +(-)Profit/(loss)before tax Earning per share (Rupees) +(-)Profit/(loss)after tax Dividend % Reserves & Surplus Unsecured Loans Investments Misc. Expenditure
Genenc names of two principal products/ services of the Company (as per monetary terms) Item Code No.(ITC Code) Product Description Item Code No. (ITC Code) Product Description HYDROFLUORIC ACID Signatures to Schedules 1 to 18
As per our attached Report of even date for C.C. CHOKSHI & CO., Chartered Accountants H. A. MAFATLAL . Chairman & Managing Director
CHLOROFLUOROCARBONS
34. Figures of the previous year have been regrouped to correspond with those of the current year.
A. SIDDHARTH Partner Mumbai, Dated, 27th May, 2005
VISHAD P. MAFATLAL 1 D. S. UMALKAR ATULSRIVASTAVA SUNIL LALBHAI A.K. PURI P.N. KAPACMA
Directors

44

Statement Pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies for the year ended 31st March, 2005. (Rupees In lacs) Extent of Interest in the Subsidiary at the end of Financial Year of the Subsidiary Net Agregate amount of the Subsidiary' s profits after deducting it's losses or vice-versa (so far as it concerns members of the Company) (Losses) not dealt with in the (Losses) provided for in the Company's Accounts Company's Accounts
Sr. Name of the Subsidiary No Company

Subsidiary's Financial year ended on No. of Equity Shares held by the Company and its nominees % of total paid-up capital
For the Financial year of the Subsidiary
For the Previous Financial years since it became the Company's Subsidiary Not Applicable
For the Financial year of the Subsidiary
For the Previous Financial years since it became the Company's Subsidiary Not Applicable
1 Sulakshana Securities Ltd. 31-Mar-05
1,50,000
100%
(204.65)
NIL
During the year, the Company subscribed to 1,00,000 Equity Shares and purchased 50,000 Equity Shares of Rs. 10/- each in Sulakshana Securities Limited thereby making Sulakshana Securities Limited a wholly owned Subsidiary of the Company.
H.A.MAFATLAL Chairman & Managing Director
VISHADP.MAFATLAL D.S.UMALKAR ATULSRIVASTAVA , Directors SUNILLALBHAI A.K.PURI P.N. KAPADIA Mumbai, Dated, 27th May, 2005
45
SULAKSHANA SECURITIES LTD.

DIRECTORS'REPORT
To: The Members, SULAKSHANA SECURITIES LTD.
therefore, statement pursuant to Section 217 (2A) of the Companies Act, 1956 has not been annexed. 7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO: The Company is not engaged in manufacturing activities. Therefore, there is no information to be submitted in respect of conservation of energy and technology absorption. The Company has no foreign exchange earnings and outgo during the year. APPOINTMENT OF AUDITORS : It is proposed to appoint M/s. C. C.Chokshi & Co., Chartered Accountants, Mumbai as the auditors of the Company at the ensuing Annual General Meeting to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting, and to fix their remuneration. DIRECTORS' RESPONSIBILITY STATEMENT: As required under the provisions of Section 217 (2AA) inserted by the Companies (Amendment) Act, 2000 in the Companies Act, 1956, your Directors report as under: (i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for the year; (iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv) that the directors have prepared the annual accounts on a going concern basis. For and on behalf of the Board, S. U. Thakkar Director Mumbai, Dated : 26th May, 2005
Your Directors have pleasure in presenting their Tenth Annual Report of the Company together with the audited statements of accounts for the year ended 31st March, 2005. 1. FINANCIAL RESULTS: Current Year Rupees 6,97,38,610 Profit/(Loss) before taxes Provisions for taxes Profit/(Loss) after taxes Balance brought forward from previous year Deficit carried to Balance Sheet 2. Previous Year Rupees 74,87,195
8.
(2,04,64,541) (9,45,51,536)
NIL . NIL
(2,04,64,541) (9,45,51,536)
9.
(11,98,46,258) (2,52,94,722) (14,03,10,799) (11,98,46,258)
SETTLEMENT OF DEBT: During the year under review, out of the outstanding debt of Rs. 149.06 crores transferred to the Company, pursuant to the Sanctioned Rehabilitation Scheme of Mafatlal Industries Limited, a debt of Rs.9629 lacs of IDBI Ltd. was settled through Debt Asset Swap. HOLDING COMPANY: During the year, your Company has become a wholly owned subsidiary of Navin Fluorine International Limited. DIRECTORATE: Pursuant to the provisions of Section 256 of the Companies Act, 1956, Shri S.U. Thakkar, Director of the Company will retire by rotation at the ensuing Annual General Meeting, but being eligible, offers himself for re-appointment. RESERVE BANK OF INDIA DIRECTIONS : As on 31st March, 2005 there were no public deposits accepted by the Company and therefore the particulars stipulated in respect thereof are NIL. PARTICULARS OF EMPLOYEES: Your company has not employed any persons, and
3.
4.
5.
6.
46

AUDITORS'REPORT
To, the shareholders 1. \\fe have audited the attached Balance sheet of Sulakshana Securities Limited as at 31 st March, 2005, the Profit and Loss account of the Company and also the Cash-flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors' Report) Order, 2003, issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. Further to our comments in the Annexure referred to in paragraph 1 above, we report that: a) b) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; in our opinion, subject to note 5 of schedule 6, regarding non-accounting of rent/ recovery of expenses, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; the Balance sheet, the Profit and Loss account andX^ash-flow statement dealt with by this report are in agreement with the books of account; in our opinion, subject to note 4 of schedule 6, regarding non-disclosure of information required under Accounting Standard 27, the Balance sheet, Profit and Loss account and the Cash-flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; on the basis of the written representations received from the directors, as on 31st March, 2005, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on-31*1 March, 2005, from being appointed as a director in terms of clause (g) of sub-section (I) of section 274 of the Companies Act, 1956; attention is invited to the following in schedule 6, all of which were also the subject matter of our report similarly modified in the previous year: i. ii. note 3, regarding accounts of the Company prepared on going concern basis; note 4, regarding non-disclosure of information required under Accounting Standard 27, issued by the Institute of Chartered Accountants of India, on 'Financial Reporting of Interests in Joint \kntures' b. 5 4 3
Annexure to the auditor's report

Re: SULAKSHANA SECURITIES LIMITED (referred to in paragraph 3 of our report of even date) 1 2 The requirements of clauses (ii), (viii), (xiii) and (xiv) of paragraph 4 of the Order are not applicable for the year. a. b. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets; some of the fixed assets were physically verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification; the Company is a 'special purpose vehicle' created to settle Mafatlal Industries Limited (MIL)'s dues to secured term lenders pursuant to its scheme of rehabilitation (SS). During the year, the Company has disposed off a substantial part of its fixed assets under a debts-assets swap arrangement in the settlement of dues of one of MIL' secured term lenders (refer note 2c of schedule 6). Being a 'special purpose vehicle', the question of this affecting going concern does not arise.
2.
c.
3.
4.
The Company has not granted or taken any loans to/ from companies, firms or other . parties covered in the Register maintained under section 301 of the Companies Act, 1956. Consequently, requirements of clauses (iii.a) to (iii.'g) of paragraph 4 of the Order are not applicable. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for sale of services. There were no purchase of inventory and fixed assets or sale of goods during the year. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls. In our opinion, and according to the information and explanations- given to us, there are no transactions that need to be entered in a Register in pursuance of section 301 of the Companies Act, 1956. The Company has not accepted deposits from the public within the meaning of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956, where applicable and the Rules framed thereunder. \\fe are informed that no Order has been passed by the Company Law Board, Reserve Bank of India or any Court or any other Tribunal. The Company does not have an internal audit system a. In our opinion and according to the information and explanations given to us, provisions of the The Employees' Provident Fund and Miscellaneous Provisions Act,. 1952 and the Employees State Insurance Act, 1948 are not applicable. In respect of other undisputed statutory dues, including investor education & protection fund, incometax, sales-tax, wealth-tax, customs duty, excise duty, service tax, cess and other material statutory dues, the Company has generally been regular in depositing them with the appropriate authorities, where applicable. There are no arrears of outstanding statutory dues as at the last date of the financial year for a period of more than six months from the date they became payable; according to the information and explanations given to us, there are no dues of salestax, income-tax, customs duty, wealth-tax, service-tax, excise duty and cess which have not been deposited on account of any dispute.
c) d)
e)
7 8
f)
Hi. note 5, regarding non-accounting of rent/ recovery of expenses, Rs. 6,006, 239/(aggregate to date, Rs. 10.882.974/-), previous year Rs. 2,493,484/- (aggregate to date as at 31" March, 2004, Rs. 4,876,735/-). Viefurther report that without considering items mentioned in paras 2(f)(i) and (ii) above, the effect of which on the financial statements for the year ended 31" March 2005 and on the corresponding figures in the previous year ended 31" March, 2004, could not be determined, had the observation made by us in item 2(f)(iii) above been considered, the loss for the year would have been Rs. 9,581,567/-, as against the reported figure ofRs. 20,464,54I/- (previous yearRs. 89,674,801/-, as against the reported figure of Rs. 94,551,5367-), accumulated losses would have been Rs. 129,427,825/-, as against the reported figure ofRs. 140,310,799!- (as at 31" March, 2004, Rs. 114,969,523/-, as against the reported figure of Rs. 119,846,258/-)and loans and advances would have been Rs. 10,882,974/-, as against the reported figure ofRs. Nil (as on 31" March, 2004, Rs. 4,876,735/-, as against the reported figure ofRs. Nil). Subject to the foregoing, in our opinion and to the best of our information and according to the explanations given to us, the accounts, read with the significant accounting policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India: i. ii. iii. in the case of the Balance sheet, of the state of affairs of the Company as at 31 st March, 2005; in the case of the Profit and Loss account, of the loss for the year ended on that date; and in the case of the Cash-flow statement, of the cash-flows for the year ended on that date. 9
The accumulated losses of the Company as at the end of the year are more than fifty percent of its net worth. The Company has incurred cash losses during the year as also in the immediately preceding financial year. The Company has no dues to banks, financial institutions or debenture holders. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. The Company-has not given any guarantee for loans taken by another company from a bank or financial institution. The Company has not obtained term loans during the year and hence the question of commenting on application thereof does not arise. According to the information and explanations given to us, and on an overall examination of the Balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. No debentures have been issued by the Company and hence the question of creating securities in respect thereof does not arise. During the year, the Company has not raised money by public issue(s). To the best of our knowledge and belief, and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.
10 11 12 13 14
15 16 17 18
for C. C. Chokshi & Co., Chartered Accountants (A~. Siddharth) Partner Membership no. 31467 Mumbai, dated : 26th May, 2005
for C. C. Chokshi & Co., Chartered Accountants (A. Siddharth) Partner Membership no. 31467 Mumbai, dated : 26th May, 2005
47

BALANCE SHEET AS AT 31ST MARCH, 2005 Schedule Rupees L SOURCES OF FUNDS : Shareholders' Funds : Share Capital Share Capital Suspense Advance Subscription towards Shares
Total
1,500,000
500,000 100,000 900,000 1,500,000
1,500,000
tt
APPLICATION OF FUNDS: 1. Fixed Assets (a) Gross Block (b) Less: Depreciation (c) Net Block 2. Investments 3. Current Assets, Loans and "Advances: Cash and Bank Balances Less: Current Liabilities and Provisions : Liabilities Net Current Assets Profit and Loss Account Total Significant Accounting Policies and Notes on Accounts.
4 4 7 , 6 0 3 , 4 5 0 21,887,808 425,715,642 57,775,802
1,433,070,560 46,718,100 1,386,352,460 57,775,802
837,504 837,504 623,139,747
969,000 ~~969,000 1,563,443,520 ( 6 2 2 , 3 0 2 , 2 4 3 ) (1,562,474,520) 140,310,799 119,846,258 1,500,000 1,500,000
4.
As per our Attached Report of even date For C. C. CHOKSHI & CO. Chartered Accountants S.U.THAKKAR P.V.THOMBRE A.SIDDHARTH Partner Mumbai Dated : 26th May, 2005
) ) )Directors
) )
Mumbai Dated : 26th May, 2005
48

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED>2ttST MARCH, 2005
Schedule INCOME: Rent from property Air-conditioning charges and other receipts Profit on sale of fixed assets Excess provision of interest in earlier years written back Total EXPENDITURE: Payment to auditors Miscellaneous Expenses Filing Fees Property maintenance expenses Bank Charges Depreciation Asset Sale Committee Meeting Fees Interest on secured term liabilities of Mafatlal Industries Limited " Total Loss for the year Deficit brought forward from previous year Loss carried to Balance Sheet Earnings per share (Rs.) Basic / Diluted (refer note 6 of schedule 6) Significant Accounting Policies and Notes on Accounts. As per our Attached Report of even date For C. C. CHOKSHI & CO. Chartered Accountants (244.18) (1,891.03) 61,849,888 90,203,151 20,464,541 119,846,258 _ 140,310,799 67,483,573 102,038,731 94,551,536 25,294,722 119,846,258 ' , 58,100 14,450 55,100 41,850 25,500 11,061,184 2,740,012 1,702,807 44,506,453 20,789,338 69,738,610 3,862,927 3,624,268 Rupees Previous Year Rupees

7,487,195
1,200
8,919,411
331
19,343,271 16,500 '
474
23,359,050 12,000
S. U. THAKKAR ) Directors P. V. THOMBRE
A.SIDDHARTH Fanner Mumbai Dated : 26th May, 2005
49

Cash flow statement for the year ended 31st March, 2005
Previous year Rupees in lacs Rupees in lacs A. Cash flow from operating activities Loss before tax adjustments for, Depreciation (Profit) on sale of fixed assets (net) Excess provision of interest written back Interest expense Operating loss before working capital changes Increase in trade and other payables (20,464,541) 19,343,271 (44,506,453) (20,789,338) 61,849,888 (4,567,173) 4,481,812 4,481,812 Net cash (used in) operating activities B. Cash flow from investing activities Stamp duty paid on transfer of shares in the company's .name Net cash (used in) financing activities C. Cash flow from financing activities Advance subscription towards shares Interest paid Repayment of other borrowings Net cash (used in)/ generated from financing activities Net (decrease)/ increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Note, 1 The following is treated as non-cash transaction: Settlement of liabilities under debt-asset swap arrangement (refer note 2.c of schedule 6) As per our Attached Report of even date For C. C. CHOKSHI & CO. Chartered Accountants
) ) ) Directors
) )
(94,551,536) 23,359,050 67,483,573 (3,708,913) 3,625,271 3,625,271 (83,642) (287,442) (287,442)
(85,361)
900,000 (46,135) (55,100) (46,135) (131,496) 969,000 837,504 844,900 473,816 495,184 969,000
S.U.THAKKAR P.V.THOMBRE
A.SIDDHARTH Partner Mumbai Dated :. 26th May, 2005
50

SCHEDULES FORMING PART OF THE BALANCE SHEET AS AT 31st MARCH,2005
As at 31st March, 2004 Rupees Rupees
SCHEDULE-1 SHARE CAPITAL Authorised : 150,000 (as at 31st March, 2004 50,000) Equity Shares of Rs.10/-each 1,500,000 500,000 Issued and Subscribed : 150,000 (as at 31st March, 2004 50,000) Equity Shares of Rs. 107- each, 1,500,000 500,000 fully paid- up. Total 1,500,000 500,000 Note: ==. = All the equity shares as at 31st March, 2005 are held by Navin Fluorine International Limited and its nominees. The equity shares as at 31st March, 2004 were held by Vibhadeep Investments & Trading Limited and its nominees.
SCHEDULE-2 FIXED ASSETS: PARTICULARS (RUPEES) NET BLOCK As at As at 31st March, 31st March, 2004 2005 1386352460 1386352460 -
GROSS BLOCK As at Additions Deductions 1st April, during during the 2004 the year year 1433070560 1433070560 1433070560
-
Up to 31st March, 2004
DEPRECIATION Up to For the Deductions year 31st March, 2005 19,343,271 19,343,271 23,359,050 44,173,563 44,173,563 -
Buildings Total Previous year
985,467,110 447,603,450 985,467,110 447,603,450 1,433,070,560 -
46,718,100 46,718,100 23,359,050
21,887,808 425,715,642 21,887,808 425,715,642 46,718,100 1,386,352,460
SCHEDULE-3 INVESTMENTS Non trade; unquoted In Shares of a Joint Stock Companies Long term 2 Equity Shares of Soushreyas Investments India Ltd. of Rs.10/- each, fully paid-up. 2 Equity Shares of Samatva Investments Ltd. of Rs.10/- each, fully paid-up. 5,748,832 Equity Shares of Molex Mafatlal Micron Pvt. Ltd. of Rs.10/- each, fully paid-up * Total * Pending transfer in the Company's name. SCHEDULE-4 CASH AND BANK BALANCES Cash on hand Balances with Scheduled Banks in Current Account Total SCHEDULE-5 LIABILITIES Sundry Creditors: (i) Total outstanding dues of Small Scale Industrial undertakings (ii) Total outstanding dues of Creditors other than Small Scale Industrial undertakings Settled values of secured term liabilities of Mafatlal Industries Limited (refer note 2d of schedule 6) Total
20 20
20 20
57,775,762 57,775,802
57,775,762 57,775,802
5,703 831,801 837,504
12,153 956,847 969,000
96,504,647 96,504,647 526,635,100 623,139,747
73,855,840 73,855,840 1,489,5,87,680 1,563,443,520

51

SCHEDULE-6 SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACOUNTS A. SIGNIFICANT ACCOUNTING POLICIES 1. Fixed Assets Fixed assets are recorded at cost of acquisition or construction. They are stated at historical cost less accumulated depreciation. Depreciation Depreciation on fixed assets is provided on the straight-line basis in accordance with provisions of section 205(2)(b) of the Companies Act, 1956, at the rates and in the manner provided in schedule XIV of this Act. Investments Current Investments are carried at lower of cost and fair value. Long-term investments are carried at cost. Provision is made to recognize a decline, other than temporary, in the carrying amount of long-term investments. Revenue recognition Revenue (income) is recognized when no significant uncertainty as to determination or realization exists. Contingent liabilities These, if any, are disclosed in the notes on accounts. Provision is made in the accounts in respect of those contingencies which are likely to materialize into liabilities after the year end till the adoption of accounts by the Board of Directors and which have material effect on the position stated in the Balance sheet. Taxes on income Tax expense comprise both current and deferred tax at the applicable enacted/ substantively enacted rates. Current tax represents the amount of income-tax payable/ recoverable in respect of the taxable income/ loss for the reporting period. Deferred tax represents the effect of timing differences between taxable income and accounting income for the reporting period that originate in one period and are capable of reversal in one or more subsequent periods.
2.
3.
4.
5.
6.
B. NOTES ON ACCOUNTS 1. Payment to Auditors Current year Audit fees As advisor, or in any other capacity, in respect of tax matters Service tax Total 2. a. 50,000 3,000 5,100 58,100 (in Rupees) Previous year 50,000
5,100
55,100
The Board for Industrial & Financial Reconstruction (BIFR) had declared Mafatlal Industries Limited (MIL), a sick industrial undertaking, within the meaning of section 3( l)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 ('the Act') on 19th September, 2000, and sanctioned a scheme for its rehabilitation (SS) on 30th October, 2002, issued on 15th November, 2002. In this SS, the Company was identified as a 'special purpose vehicle' into which the Real Estate and Investment Business of MIL was to be demerged for settlement of MIL's secured term lenders at the values determined in the SS. Against this demerger, the shareholders of MIL would be issued one equity share of Rs. 10/- each fully paid-up in the Company for every 500 shares of Rs. 100/- each fully paid-up held in MIL as consideration for the demerger, aggregating to Rs. 100,000/-. Accordingly, assets valued as per SS of Rs. 1,490,558,8807- along with settled values of secured term liabilities of the like amount had been transferred to the Company on the Appointed Date (1sl April, 2002) and effect given in the accounts in the earlier year. As the individual shareholders of MIL would be entitled to receive only fractional shares of the Company, the SS envisaged that all these shares would be acquired by Polyolefins Rubber
52
b.

SCHEDULE - 6 (Contd.) Chemicals Limited (now known as Navin Fluorine International Limited - NFIL), a party to the SS of MIL, from the shareholders for the face value of Rs. 10/- each. Effectively therefore, the Company would directly allot 10,000 equity shares of Rs. 10/- each to NFIL and NFIL in turn would make payment of Rs. 100,0007- to the shareholders of MIL on proportionate basis in consideration thereof. During the year, NFIL was also allotted 90,000 equity shares of Rs. 107- each, aggregating to Rs. 900,000/-, in the Company pursuant to the SS, and consequently, the Company became its subsidiary. c. During the year, out of the aforementioned, the following debts were settled: i. ii. d. pursuant to a debt-asset swap arrangement with the Industrial Development Bank of India, for settlement of its dues aggregating to Rs. 962,902,5807-; Rs. 50,0007- was repaid to a debenture-holder of MIL
The balance of settled values of secured term liabilities, aggregating to Rs. 526,635,1007- (as at 31st March, 2004, Rs. 1,489,587,6807-) transferred to the Company have been shown under current liabilities (schedule 5). These liabilities are at present secured by certain assets of MIL. MIL is in the process of reorganizing these charges. On such reorganization, the assets transferred to the Company of values (as determined in the SS) would be .charged for the balance of such liabilities. Asset Sale Committee has already been constituted for settling the liabilities transferred from MIL.
e. 3.
4.
As mentioned in note 2b above, the Company has been identified as a' special purpose vehicle' in the process of implementation of the SS of MIL. Therefore, though the accumulated losses have exceeded its shareholders' funds as at 31S| March, 2005, the accounts of the Company have been prepared on going concern basis. Pursuant to the SS of MIL, 5,748,832 equity shares of Rs. 107- each, at an aggregate value of Rs. 57,488,3207- (determined in the SS) in Molex Mafatlal Micron Private Limited (a joint venture between MIL and Molex, USA) has been transferred to the Company. However, pending completion of formalities, including those required in the joint venture agreement, the share certificates are not in the Company's name and consequently, information required under Accounting Standard 27, issued by the Institute of Chartered Accountants of India on 'Financial Reporting of Interests in Joint Ventures' is not given. Before transfer of assets to the Company by MIL pursuant to its SS, MIL had issued notices to its tenants/ (now) ex-tenants in its building at Nariman Point, Mumbai (now transferred to the Company) for revision in rent/ recovery of expenses. Pending settlement with them, rent, of Rs. 5,218,9847-, previous year, Rs. 740,4317-, (aggregate to date Rs. 6,642,9027-, as at 31st March, 2004, Rs. 1,423,9187-) and recovery of expenses, of Rs. 787,2557-, previous year, Rs. 1,753,0537- (aggregate to date, Rs. 4,240,0727-, as at 31st March, 2004, Rs. 3,452,8177-), have not been accounted for the year, on legal advice. Earnings per share Earnings per share (negative) is calculated by dividing the loss attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year, as under: (in Rupees) Current Previous year year (Loss) after tax attributable to equity shares holders (In Rupees) Weighted average number of equity shares outstanding during the year - in numbers Basic/ diluted earnings per share - Rs. Nominal value per share - Rs. (20,464,541) (94,551,536) 83,808 50,000 (244.18) (1,891.03) JO.00 10.00
5.
6.
Note, Share capital suspense and advance subscription towards shares (last year) have an anti-dilutive effect. 7. Segment information The Company, being a special purpose vehicle, for the purpose as aforementioned in note 2, it does not have any business and/ or geographical segments. Related party transactions i. Name of related party where control exists Navin Fluorine International Limited - the holding company (with effect from 15th November, 2004)
53
8.

SCHEDULE - 6 (Contd.) ii. Names of related parties and description of relationship where transactions have taken place during the year Holding company Navin Fluorine International Limited Enterprise over which key management personnel are able to exercise significant influence Mafatlal Industries Limited iii. Details of transactions with related parties during the year Nature of transactions Holding company .Enterprise over which key management personnel are able to exercise significant influence 4,442,819 7,487,195
Total
Advances given to Receiving of services Allotment of shares Amount due to as at the year end
4,442,819 7,487,195 8,919,411 11,061,184 1,000,000
8,919,411 11,061,184
1,000,000 10,742,527 6,265,935
10,742,527 6,265,935
Notes, a) b) 9.
There is no amount written off or written back in respect of debts due from or to related parties. Figures in italics are of previous year.
There are no small scale industrial undertaking to which the Company owed any sums for more then thirty days, as on 31st March, 2005.
54

SCHEDULE - 6 (Contd.) 10. BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE I Registration No. 11-85469 State Code: 11 Balance Sheet Date 31.03.2005 II Capital raised during the year (Amount in thousand Rupees) Public Issue NIL Rights Issue NIL Private Placement 1000
III
Position of Mobilisation and Deployment of Funds (Amount in thousand Rupees) Total Liabilities Total Assets 624,640 624,640 Sources of Funds : Paid up Capital 1,500 Share Capital suspense NIL Secured Loans NIL Application of Funds : Net Fixed Assets 425,716 Net Current Assets (622,302) Accumulated Losses 140,310 Investments 57,776 Miscellaneous Expenditure NIL Advance subscription NIL
IV
Performance of Company (Amount in thousand Rupees) Turnover 69,739 Loss before Tax 20,465 Earnings per share in Rs. (Refer note 6 of schedule 6)
Total Expenditure 90,203 Loss after Tax 20,465 Dividend % NIL
Generic Names of Three Principal Products / Services of Company (as per monetary terms) Item Code No. (ITC CODE) N.A. Product Description
11. Figures of the previous year have been re-grouped, wherever necessary, to correspond with those of the current year. Signatures to Schedules 1 to 6 As per our Attached Report of even date For C. C. CHOKSHI & CO. Chartered Accountants ) ) ) Directors ) )
S. U. THAKKAR P.V.THOMBRE
A:SIDDHARTH
Partner Mumbai Dated : 26th May, 2005 Mumbai Dated : 26th May, 2005
55
NAVENf
Auditors' report
To, the Board of Directors Navin Fluorine International Limited (formerly known as Polyolefins Rubber Chemicals Limited) 1. We have audited the attached Consolidated Balance sheet of Navin Fluorine International Limited Group, as at 31st March, 2005 and also the Consolidated Profit and Loss account and the Consolidated Cash-flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of Navin Fluorine International Limited's management and have been prepared by the management on the basis of separate financial statements and other financial information regarding componeats. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We did not audit the financial statements of one of the subsidiaries and the joint venture, whose financial statements reflect total assets of Rs. 10,806.66 lacs as at 31st March, 2005 and total revenues of Rs. 9,994.40 lacs and net cash outflows of Rs. 318.09 lacs for the year/ period ended on that date. These financial statements and other financial information of the subsidiary and joint venture have been audited by other auditors whose reports have been furnished to us and our opinion is based solely on the report of the other auditors. We report that the consolidated financial statements have been prepared by the Navin Fluorine International Limited's management in accordance with the requirements of Accounting Standard (AS) 21 on 'Consolidated Financial Statements' and AS 27 on 'Financial Reporting of Interests in Joint Ventures' issued by the Institute of Chartered Accountants of India. 5. Attention is invited to the following in schedule 18: i. ii. note 3.a, regarding accounts of one of the joint venture companies not having been consolidated; note 17, regarding non-accounting of rent/ recovery of expenses ofRs. 60.06 lacs (aggregate to date, Rs. 108.83 lacs);
2.
We further report that without considering item 5(i) above, the effect of which on the financial statements for the year could not be determined, had the observation made by us in item 5(ii) been considered, the profit for the year would have been Rs. 591.22 lacs, as against the reported figure ofRs. 482.39 lacs, the reserves and surplus would have been Rs. 14,691.37 lacs, as against the reported figure of Rs. 14,582.54 lacs- and loans and advances would have been Rs. 4,458.07 lacs, as against the reported figure ofRs. 4,349.24 lacs. Subject to the above, based on our audit and on consideration of reports of other auditors on separate financial statements and on the other financial information of the components, and to the best of our information, and according to the explanations given to us, we are of the opinion that the attached Consolidated Financial Statements give a true and fair view in conformity with the accounting principles generally accepted in India: a) in the case of the Consolidated Balance sheet, of the state of affairs of the Navin Fluorine International Limited Group as at 31st March, 2005; in case of the Consolidated Profit and Loss account, of the profit for the year ended on that date; and in the case of the Consolidated Cash-flow statement, of the cash-flows for the year ended on that date. for C.C.CHOKSHI & CO., Chartered Accountants (A. SIDDHARTH) Partner Membership no. 31467 Mumbai, dated, 27lk May, 2005
3.
b) c)
4.
56

Consolidated Balance sheet as at 31st March, 2005
Schedule No. SOURCES OF FUNDS Shareholders' funds Share capital Reserves and surplus Rupees in lacs
757.81 14,582.54 15,340.35
Loan funds Secured loans Unsecured loans Minority interest Deferred tax liabilities (net)
.....
7,890.44 74.49 7,964.93
0.17 34.10
Total. 23,339.55
APPLICATION OF FUNDS Fixed assets Gross block less, depreciation Net block.... Capital work-in-progress
25,409.76 8,697.73 16,712.03 2,297.24 19,009.27
Investments Current assets, loans and advances Inventories Sundry debtors Cash and bank balances Loans and advances less,Current liabilities and provisions Current liabilities Provisions
769.00
7 8 9 10
5,308.36 5,259.31 5,726.54 4,349.24 20,643.45
11 12
15,510.36 1,571.81 17,082.17
Net current assets Total. Significant accounting policies Notes on accounts As per our attached Report of even date for C.C. CHOKSHI & CO., Chartered Accountants . HA.MAFATLAL Chairman & Managing Director
17 18
3,561.28 23,339.55
VISHADP.MAFATLAL D.S.UMALKAR ATULSRIVASTAVA SUNILLALBHAI A.K.PURI P.N.KAPADIA
Directors
57
(Formerly known as Polyolefins Rubber Chemicals Limited) Consolidated Profit and Loss account for the year ended 31st March, 2005
Schedule No. Rupees in lacs 29,468.72 2,105.46 27,363.26 2,621.96 (54.50) 29,930.72 331.39 22,893.95 54.18 1,226.70 0.03 914.50 25,420.75 4,509.97 7,229.30 (5,940.00) (2,970.08) (500.00) 2,329.19 (566.31) (1,280.52) 482.36 0.03 482.39 786.38 1,268.77
INCOME
Turnover (gross) , * less, excise duty , Turnover (net) Other income Decrease in stocks of finished goods and process stocks Total EXPENDITURE Purchase of trading goods Manufacturing and Other expenses Excise duty Depreciation Depreciation on immovable properties Interest Total Profit before exceptional items and tax Exceptional items (refer note 5b and c of schedule 18) Provision for doubtful advances written back Provision for diminution in value of long-term investments (non-trade) Loss on sale of long-term investments (non-trade) Stamp duty, registration and other expenses on transfer of property... Profit before tax Provision for tax Current tax (including wealth-tax, Rs. 1.79 lacs) Deferred tax Profit after tax Minority interest Profit after minority interest Surplus brought forward from previous year Amount available for appropriation Appropriations Transferred to General reserve Proposed dividend Corporate dividend tax thereon : Surplus carried to Balance sheet Earnings per share (refer note 12 of schedule 18): basic -Rs'. diluted - Rs Significant accounting policies Notes on accounts As per our attached Report of even date for C.C. CHOKSHI & CO., Chartered Accountants H.A.MAFATLAL Chairman & Managing Director VISHADP.MAFATLAL D.S.UMALKAR ATULSRIVASTAVA SUNILLALBHAI A.K.PURI P.N. KAPADIA
13 14
15
16
18.17 123.58 .17.34 159.09 1,109.68 7.15 6.13

17 18
Directors
A. SIDDHARTH Partner Mumbai, Dated, 27th May, 2005
58

Consolidated Cash flow statement for the year ended 31st March, 2005
Rupees in lacs A. Cash flow from operating activities Profit before tax adjustments for, Depreciation (Profit) on sale of fixed assets (net) Provision for doubtful debts/ advances written back Provision for diminution in value of long-term investments (non-trade) Loss on sale of long-term investments (non-trade) Interest expense Interest income Dividend on long-term investments (non-trade) Bad debts written off Sundry credit balances written back Excess provision of earlier years written back Provision for doubtful debts/ advances Operating profit before working capital changes (Increase) in trade receivables (Increase) in inventories (Increase) in loans and advances '. Increase in trade and other payables Cash generated from Operations Direct taxes paid B. Net cash generated from operating activities Cash flow from investing activities Purchase of fixed assets Purchase of investments ; Sale of investements Advances against promoters' contribution Sale of fixed assets Dividend income Interest income 2,329.19 1,226.73 (1,819.04) (7,298.67) 5,940.00 2,970.08 914.50 (142.70) (96.88) 28.61 (63.54) - (9.44) 23.49 4,002.33 (1,030.27) (220.02) (1,546.21) 1,193.44 (1,603.06) 2,399.27 (852.67) 1,546.60 (4,158.81) (5.00) 30.00 (494.94) 1,732.82 96.88 151.61 (2,647.44) 1,183.03 (148.19) 1,000.00 (1,432.05) 371.72 449^62 (109.96) (794.32) 519.85
Net cash (used in) investing activities C. Cash flow from financing activities Proceeds from issue of equity share capital including share premium Expenses on issue of shares wjitten off against share premium .... Proceeds from long term borrowings Repayments of long-term borrowings Proceeds from other borrowings (net) Compensation received pursuant to Montreal Protocol for phasing out production of ozone depleting substances - Capital reserve no. 2 Dividend paid (including Corporate dividend tax thereon) Interest expense Net cash generated from financing activities
59
(Formerly known as Polyolefins Rubber Chemicals Limited) Consolidated Cash flow statement for the year ended 31st March, 2QQ5(Contd.) Rupees in lacs Net (decrease)/ in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Notes, 1 Reconciliation of cash and cash equivalents As per Balance sheet - schedule 9 few, interest accrued on bank deposits As per Cash-flow statement (580.99) 6,275.35 5,694.36
5,726.54 32.18 5,694.36
The following are treated as non-cash transactions: a. Allotment of preference shares by Mafatlal Industries Limited against advances against promoters' contribution amounting to Rs. 9,000.00 lacs (refer note 5b of schedule 18). b. Adjustment of unsecured loans received against application (and allotment) of shares (including share premium) amounting to Rs. 333.84 lacs. c. Settlement of liabilites under debt-asset swap arrangement (refer note 5.e of schedule 18)
As per our attached Report of even date for C.C. CHOKSHI & CO.| Chartered Accountants
ILA. MAFATLAL Chairman & Managing Director
WISH AD P MAFATLAL D.S.UMALKAR ATULSRIVASTAVA SUNILLALBHAI A K RUR , p^ KAPADIA
Directors
A. SIDDHARTH Partner
N.B. MANKAD Company Secretary
Mumbai, Dated, 27'" May, 2005

Schedules forming part of the Consolidated Accounts Rupees in lacs Schedule 1 SHARE CAPITAL Authorised 3,50,00,000 equity shares of Rs.10/- each Issued and subscribed 50,56,336 equity shares of Rs.10/- each, fully paid up (refer note below) 50,43,553 equity shares of Rs. 107- each, Rs. 57- each, called up and paid-up 3,500.00 505.63 252.18
Total. 757.81 Note, Includes 49,99,999 equity shares of Rs. 107- each allotted as fully paid up to the shareholders of Mafatlal Industries Limited (MIL) pursuant to its scheme of demerger, without payment being received in cash. Schedule 2 RESERVES AND SURPLUS Capital reserve no. 1 ' Balance of excess of assets over liabilities and reserves taken over by the parent company pursuant to the scheme of demerger of MIL As per last Balance sheet Capital reserve no. 2 Compensation received by the parent company pursuant to the Montreal Protocol for phasing out production of Ozone Depleting Substances As per last Balance sheet add, received during the year . Share premium account . As per last Balance sheet... add, received during the year less, expenses on issue of shares written off Capital reserve on consolidation On consolidation of joint venture less, goodwill deducted per contra
8,035.17
3,854.03 449.62 4,303,65 1,264.06 1,264.06 148.19 1,115.87 576.36 576.36 576.36
General reserve As per last Balance Sheet add, transferred from Profit and Loss account during the year
18.17
18.17
Surplus in Profit and Loss account Total 1,109.68 14,582.54
61
(Formerly known as Polyolefins Rubber Chemicals Limited) Schedules forming part of the Consolidated Accounts Notes SECURED LOANS Loans and advances from Banks Cash credit accounts Working capital loan Rupee term loan accounts Foreign currency term loans Other loans and advances From Others Total. Notes, 1. 2. 3. Secured by hypothecation of certain stocks and book debts of the parent company, both present and future. Secured by first pari-passu charge on the current assets of Mafatlal Burlington Industries Limited (MBIL). Secured by 9,00,00,000 preference shares held by the parent company/ another company in MIL pledged/ to be pledged in favour of the banks. Pending creation of the pledge on 4,00,00,000 preference shares, the parent company has given a negative lien there-against. Further secured by charges created on all the fixed assets at Bhestan and certain fixed assets at Dewas of the parent company, (excluding land under development at Bhestan) Secured by first mortgage charge on MBIL's immovable properties situated at Navsari and hypothecation of all its movable assets (save and except book debts). Secured by pledge of certain investments held by another company. Rupees in lacs
856.23 437.50 5,578.20 518.51 7,390.44 500.00 7,890.44
4. 5.
Schedule 4 UNSECURED LOANS Short-term loans and advances From Others Total Schedule 5 FIXED ASSETS GROSS BLOCK
As at 1st Additions
, , 74.49 74.49 (Rupees in Lacs) NETBLOCK Deductions/ adjustments
DEPRECIATION
For the year
Asset Category Goodwill on consolidation (refer note 2 below) Land Buildings Plant and machinery Furniture, fittings and office equipment Vehicles Vehicles acquired on lease Total
April, 2004
Deduc- As at 31st Upto 31st Additions March, March, on Additions tions/ 2004 2005 ConsoliadjustConsolidation dation ments
on
Upto 31st As at 31st March, 2005 March, 2005
914.63 14,330.70
914.63
11.82
914.63
11.82 5,756.72 9,696.88
17.42 1,781.98 14,164.38
5.60 96.86 9,856.68 17.20 3,406.29
6,352.86 17,553.47 366.26 207.64 25,406.68 3.08 25,409.76
328.90 6,767.69 168.01 56.65 7,321.25 0.75 7322.00
631.75
77.61 1,105.73
442.12 16.83
14.89 8.88 482.72
596.14 7,856.59
374.83 172.01 16,510.62 15,245.33 3.08 16,513.70 15,245.33
25.85 17.28 49.68 14.05 3,570.11 9,919.38 3,570.11 9,91938
631.75 631.75
26.38 16.69 1,226.41 0.29 1,226.70
482.72
186.76 179.50 143.18 64;46 8,696.69 16,709.99 2.04 1.04 8,697.73 16,712.03
Capital work-in-progress (including capital advances) 2,297.24 Notes, 1. Deductions to plant and machinery includes Rs. 16.71 lacs (net) on account of foreign exchange fluctuation on conversion of foreign currency liabilities incurred for asquisition - of fixed assets. 2. Goodwill is net of capital reserve of Rs. 576.36 lacs on consolidation of a joint venture, per contra.
62

Schedules forming part of the Consolidated Accounts
Rupees in lacs Schedule 6 INVESTMENTS (long term) (a) Non-trade investments (unquoted) 5,60,000 equity shares of Cebon Apparel Private Limited of Rs. 107- each, fully paid-up 71,19,994* equity shares of Molex Mafatlal Micron Private Limited of Rs. 10/- each, fully paid-up 150** 11% Corporate bonds-series IV of Housing Development Finance Corporation Limited of Rs. 1,0007- each, fully paid-up 2 equity shares of Soushreyas Investments India Limited of Rs. 107- each, fully paid-up Rs. 2072 equity shares of Samatva Investments India Limited of Rs. 107- each, fully paid-up Rs. 2076,00,00,000*** Optionally Convertible Fully Redeemable Non-Cumulative preference shares of Rs. 107- each, fully paid-up of MIL (a company under the same management) less, provision for diminution in value ** (b) Immovable properties ' As per last Balance sheet less1, depreciation (i) As per last Balance sheet (ii) for the year
10.50 696.35 1.50
6,000.00 6,708.35 5,940.00 768.35 2.58 1.90 0.03 ~ ~ ~ L 9 3 0.65 769.00
'
Total Notes. (1) Immovable properties are charged in connection with loans taken by another company. (2) Investments made and sold during the year: 3,00,00,000 Optionally Convertible Fully Redeemable Non-Cumulative preference shares of MIL (a company under the same management) * pending transfer in the parent company's/Sulakshana Secuirites Limited's name -
3,000.00
** pending transfer in the parent company's name
*** 2,00,00,000 Optionally Convertible Fully Redeemable Non-Cumulative preference shares of MIL have been pledged as additional securities for loans taken by the parent company. For the balance 4,00,00,000 shares, the parent company has given a negative lien pending creation of pledge.
63
(Formerly known as Polyolefins Rubber Chemicals Limited) Schedules forming part of the Consolidated Accounts Rupees in lacs
Stores and spares Stock-in-trade Raw materials Process stocks Finished goods Trading goods
395.50 ... '. 2,337.64 355.73 2,214.53 4.96 4,912.86 Total 5,308.36
Schedule 8 SUNDRY DEBTORS (unsecured) Debts outstanding for a period exceeding six months Other debts less, provision Note, Considered good Considered doubtful . . Total .... 822.93 5,055.44 5,878.37 619.06 5,259.31 5,259.31 619.06 5,878.37
Schedule 9 CASH AND BANK BALANCES Cash in hand (including cheques in hand Rs. 20.31 lacs) Balances with scheduled banks in current accounts in fixed deposit accounts (including interest accrued Rs. 32.18 lacs) (on fixed deposit receipts of Rs. 1,377.86 lacs, banks have lien) 25.74
2,163.24 3,537.50
5,700.74 Post Office savings bank account (security deposit) (maximum amount Rs. 0.06 lac) Total Note. Certain current and fixed deposit accounts with banks, which have been transferred from MIL pursuant to its scheme of demerger, are in the process of being transferred in the parent company's name.
0.06
64

Schedules forming part of the Consolidated Accounts Rupees in lacs Schedule 10 LOANS AND ADVANCES (unsecured) Advances recoverable in cash or in kind or for value to be received. Balances with Customs, Central Excise, etc Iraq Project work-in-progress Advance tax less, provision Total... Note. Considered good Considered doubtful Schedule 11 CURRENT LIABILITIES Sundry creditors - total outstanding dues to small scale industrial undertakings - total outstanding dues to creditors other than small scale industrial undertakings : 4,349.24 61.63 4,410.87 2,708.96 22.30 162.70 1,516.91 4,410.87 61.63 4,349.24
69.61
9,565.72 9,635.33
Other liabilities . Settled values of secured term liabilities of MIL (refer note 5f of schedule 18) '. Advances from customers Due under a hire purchase agreement Advance against project contracts Interest accrued but not due on loans Total... Schedule 12 PROVISIONS For tax Proposed dividend Corporate dividend tax Total
282.59 5,116.35 102.45 0.97 303.24 69.43 15,510.36
1,430.89 123.58 17.34 1,571.81
65
NAVIN (Formerly known as Polyolefins Rubber Chemicals Limited)

Schedules forming part of the Consolidated Accounts Schedule 13 OTHER INCOME
Rupees in lacs
on Bonds on bank deposits, etc
0.17 142.53 142.70
Dividend on long-term investments (non-trade) Rent from property Air-conditioning charges and other receipts Processing charges Profit on sale of fixed assets (net) Insurance claims Provision for doubtful debts/ advances written back Sundry credit balances written back Excess provision of earlier years written back (net) Export incentive Miscellaneous income Total Schedule 14 DECREASE IN STOCKS OF FINISHED GOODS AND PROCESS STOCKS Stocks as at 31st March. 2005 Finished goods .: Trading goods Process stocks ;
96.88 6.20 3.85 145.32 1,819.04 14.34 69.37 63.54 9.44 108.65 142.63 2,621.96
2,214.53 4.96 355.73 2,575.22
less, Stocks as at 1st April. 2004 Finished goods Trading goods Process stocks 2,303.75 37.81 288.16
/ 2,629.72
Decrease
(54.50)
66

Schedules forming part of the Consolidated Accounts Rupees in lacs Schedule 15 MANUFACTURING AND OTHER EXPENSES Raw materials consumed . Payments to and provisions for employees Salaries, wages and bonus Contribution to provident fund and other funds Welfare expenses 14,008.99 1,202.36 209.17 121.89 1,533.42 Operating and Other expenses Stores, spares and packing materials consumed Power and fuel (net) Processing charges Rent (net) Rates and taxes Repairs to buildings Repairs to machinery Property maintenance expenses Insurance..... Communication expenses '. Commission and discount Transport and freight charges (net) Provision for doubtful debts/ advances Bad debts written off Licence and technology fees Donations Directors sitting fees Miscellaneous expenses 1,821.53 1,871.25 23.82 58.69 156.82 19.73 87.76 20.18 87.42 65.03 490.78 1,000.09 23.49. 28.61 188.65 10.00 1.65 1,396.04 .7,351.54 Total. Schedule 16 INTEREST, On fixed loans On cash credit accounts On secured term liabilities of MIL On Others Total. 719.71 39.17 139.97 15.65 914.50 22,893.95
..:....
67
(Formerly known as Polyolefins Rubber Chemicals Limited) Schedules forming part of the Consolidated Accounts Schedule 17 SIGNIFICANT ACCOUNTING POLICIES 1. Fixed assets Fixed assets are recorded at cost of acquisition or construction. They are stated at historical cost less accumulated depreciation. 2. Depreciation Depreciation on fixed assets is provided on the straight-line basis in accordance with the Companies Act, 1956. (refer note 4 of schedule 18) 3. Investments Long-term investments are carried at cost. Provision is made to recognize a decline, other than temporary, in the carrying amount of long-term investments. 4. Inventories . Items of inventory are valued at cost or net realizable value, which ever is lower. Cost is determined on the following basis: Raw materials, stores and spares Weighted average Mafatlal Burlington Industries Limited (MBIL) FIFO Process stocks and finished goods At material cost plus appropriate value of overheads Trading goods FIFO 5. Doubtful debts/ advances Provision is made in the accounts for debts/ advances that in the opinion of the. management are considered doubtful of recovery. 6. Retirement benefits Provident fund Liability is determined on the basis of contribution as required under the statute/ rules. Superannuation fund Liability is determined on the basis of contribution as required under the rules. Gratuity and leave encashment Liability is determined on the basis' of actuarial valuation made at the year end. MBIL The liability for gratuity, a defined benefit plan, is covered by Life Insurance Corporation of India (LIC) and the annual contributions to the fund, as assessed by the LIC, are expensed in the year of contribution. A provision is made for encashment of leave on the assumption that all discretional leave outstanding at the year end will be encashed. Provision for sick leave is made for unutilized leave at the end of the year. 7. Foreign currency transactions Transactions in foreign currency are recorded at the original rates of exchange in force at the time the transactions are effected. At the year end, monetary items denominated in foreign currency are reported using the closing rates of exchange. Exchange differences arising thereon and on realization/ payment of foreign exchange are accounted for in the relevant year as income or expense except in the case of fixed assets acquired from outside India, in which case, these are adjusted in the carrying amounts of such assets. 8. Borrowing costs Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use. All other borrowing costs are charged to revenue. 9. Government grants Grants related to specific fixed assets are disclosed as a deduction from the value of the concerned assets. Grants related to revenue are credited to the Profit and Loss account. Grants in the nature of promoter's contribution are treated 'as capital reserve. 10. Revenue recognition Revenue (income) is recognized when no significant uncertainty as to its determination or realization exists. 11. Taxes on income Tax expense comprise both current and deferred tax at the applicable enacted/ substantively enacted rates. Current tax represents the amount of income-tax payable/ recoverable in respect of the taxable income/ loss for the reporting period. Deferred tax represents the effect of timing differences between taxable income and accounting income for the reporting period that originate in one period and are capable of reversal in one or more subsequent periods. 12. Contingent liabilities These, if any, are disclosed in the notes on accounts. Provision is made in the accounts in respect of those contingencies which are likely to materialize into liabilities after the year end till the adoption of accounts by the Board of Directors and which have material effect on the position stated in the Balance sheet.
68'

Schedules forming part of the Consolidated Accounts Schedule 18 NOTES ON ACCOUNTS Rupees in lacs 1 . Estimated amount of contracts remaining to be executed on capital account and not provided for . 2. Contingent liabilities in respect of: a. Excise matters disputed in appeal These relate to MOD VAT on capital purchases (pending before the Assistant Commissioner) and permit fee on purchase of alcohol (pending before the High Court) .... .... Property tax matters disputed in appeal These relate to the demand raised by the Municipal Corporation of Dewas challenged by the Association of Industries of Dewas (pending before the High Court) .. ; c. Sales-tax matters disputed in appeal These relate to classification of goods and consequent dispute on the rates of sales-tax (pending at various stages from Assistant Commissioner to High Court) d. Claims against the Group not acknowledged as debts Labour matters involving issues like regularization of employment, termination of employment, compensation against severance, etc. Penal demands raised relating to non-submission of proofs of import of materials (pending at various stages, from Special Director (Appeals) to Appellate Tribunal for Foreign Exchange (these proofs have been subsequently submitted) e. Bills of exchange discounted In all the above matters (2a. to 2d.), the Group is hopeful of succeeding and as such does not expect any significant liability to crystallize. Demands of employees not admitted by the management: in respect of revision of wages at the Bhestan Unit of the parent company for miscellaneous matters at the Bhestan and Dewas Units of the parent company g. Amount not ascertainable 296.95 969.24
91.16
b.
7.49
152.81
1,348.94 52.39
f.
Pursuant to the scheme for rehabilitation [ 'the sanctioned scheme' (SS)] of Mafatlal Industries Limited (IV[IL), Sulakshana Securities Limited (SSL), (now) a wholly-owned subsidiary company of the parent company, has beeii created to take over certain identified assets and term loan liabilities of MIL with the objective of repaying them by c isposing off the assets thus transferred. The parent company is required to give a corporate guarantee to the effect, that in case SSL fails to discharge the settled liabilities to the secured term lenders within thirty months of the SS, it would rneet the liability for the unpaid amount with rights (as available to a guarantor under sections 140 and 141 of the Indian C ontracts Act) on the remaining assets of SSL. During the year, MIL/ SSL have executed a 'debt-asset swap' agreement w ith the Industrial Development Bank of India (IDBI), for settlement of its dues, aggregating to Rs. 9,629.03 lacs. Ais a part of this arrangement, the parent company has given a corporate guarantee for Rs. 1,000.00 lacs to make good shortfall,- if any, between the swap value (Rs. 9,858.00 lacs) and the actual consideration at which IDBI may sell these as sets between the fifth and the ninth year from the date of this 'debt-asset swap' agreement. The said agreement req uires the parent company to create a reserve of Rs. 1 ,000.00 lacs equitably over four financial years beginning financia year 2005-06.
69
(Formerly known as Polyolefins Rubber Chemicals Limited) Schedules forming part of the Consolidated Accounts Schedule 18 (Contd.)
3.
a
The consolidated financial statements of Navin Fluorine International Limited (the parent company - NFIL) and its subsidiaries and joint ventures have been prepared in accordance with Accounting Standard 21 (AS-21) on 'Consolidated Financial Statements' and Accounting Standard 27 (AS-27) on 'Financial Reporting of Interests in Joint Ventures' issued by the Institute of Chartered Accountants of India. The details of such enterprises are as under: Subsidiaries Sulakshana Securities Limited (SSL) (a company incorporated in India; became a subsidiary on 15th November, 2004) Urvija Associates (a partnership firm in India formed on 7th June, 2004) Joint ventures - both companies incorporated in India Mafatlal Burlington Industries Limited (MBIL) Molex Mafatlal Micron Private Limited (together with SSL) Note. Accounts not available for consolidation. The proportionate share of assets, liabilities, income, expenditure, capital commitments and contingent liabilities of MBIL included in these consolidated financial statements and notes thereon are as under: Rupees in lacs Assets Fixed assets (net) Inventories Sundry debtors Cash and bank balances Loans and advances Liabilities Reserves and surplus Secured loans Deferred tax liability (net) Current liabilities Provisions Income Sales Other income Expenditure Decrease in stock of finished goods and process stock Manufacturing and Other expenses Depreciation Interest Tax - current deferred Capital commitments ^ Contingent liabilities 2,036.75 -1,273.31 870.86 229.33 379.31 580.43 956.01 298.10 309.20 279.53 4,783.78 213.41 242.41 3,953.42 541.19 63.86 124.62 (65.48) 56.68 1.90 % holding of NFIL 100.00 Date of financial statements 31st March, 2005
80.00
31st March, 2005
49.99 49.00
31st March, 2005 Refer note below
4.
Depreciation has been provided for on all fixed assets on straight-line basis in accordance with section 205(2)(b) of the Companies Act, 1956, at the rates and in the manner specified in schedule XIV of the said Act. In respect of Dimethyl Aniline, Diethyl/ Monoethyl Aniline, Speciality Chemicals, Cryolite, Aluminium Fluoride, Refrigerant Gases, Matron - 113, ABF Plants, Fluoroaniline Plants and Captive Power Plant, depreciation has been provided for at the rate applicable to continuous process plants.
70

Schedules forming part of the Consolidated Accounts Schedule 18 (Contd.) MBIL Depreciation is provided on straight-line method, pro-rata to the period of use, at rates based on the estimated useful life of the assets and those stipulated in schedule XIV to the Companies Act, 1956, whichever is higher, as follows: Non-factory buildings 1.63% Computers 25.00% Vehicles 9.50% 5. a. Plant and machinery 10.34% Furniture and fixtures 12.50%
j**
Factory building 3.34% Office equipment 12.50%
The Board for Industrial & Financial Reconstruction (BIFR) had declared MIL a sick industrial undertaking and sanctioned a scheme for its rehabilitation (SS). Pursuant to this, the Chemical Division of MIL was demerged and vested in the parent company with effect from the appointed date (1st March, 2002), as a going concern, and effect given to in its accounts in the relevant financial year. Pursuant to the aforementioned BIFR Order, approving the SS of MIL, the parent company, inter-alia, is required to contribute Rs. 9,000.00 lacs as part of the promoters' contribution for the rehabilitation of MIL by way of fresh infusion of funds. On completion of the funding of Rs. 9,000.00 lacs during the year, MIL has issued 9,00,00,000 Optionally Convertible Fully Redeemable Non-Cumulative preference shares of Rs. 107- each there-against. Out of these, the parent company has sold 3,00,00,000 shares during the year at Re. 0.10 per share. As MIL has been making substantial losses for some years now, with its accumulated losses, as per its latest audited financial statements (as at 30th September, 2004), of Rs. 60,167.38 lacs, far exceeding its shareholders' funds, of Rs. 20,944.20 lacs, provision had been made against these funds infused till last year, aggregating to Rs. 7,229.30 lacs. On allotment of preference shares this year, this provision has been written back and provision made for diminution in the value of investments of Rs. 5,940.00 lacs against the balance 6,00,00,000 preference shares based on the price at which shares were sold, as aforementioned. All transactions in the Profit and Loss account relating thereto have been disclosed as exceptional items. Pursuant to the debt-asset swap between MIL/ SSL and IDBI, as aforementioned, the parent company was required to bear stamp duty, registration and other expenses in connection with the transfer of assets upto a maximum of Rs. 500.00 lacs. This has been charged off to the Profit and Loss account and disclosed as an exceptional item. In the SS, SSL was identified as a 'special purpose vehicle' into which the Real Estate and Investment Business of MIL was to be demerged for settlement of MIL's secured term lenders at the values determined in the SS. Against this demerger, the shareholders of MIL would be issued one equity share of Rs. 10/- each fully paid-up in SSL for every 500 shares of Rs. 1007- each fully paid-up held in MIL as consideration for the demerger, aggregating to Rs. 1.00 lac. Accordingly, assets valued as per SS of Rs. 14,905.59 lacs along with settled values of secured term liabilities of the like amount had been transferred to SSL on the Appointed Date (1st April, 2002) and effect given in its accounts in the earlier year. As the individual shareholders of MIL would be entitled to receive only fractional shares of SSL, the SS envisaged that all these shares would be acquired by the parent company from the shareholders of MIL for the face value of Rs. 107- each. Effectively therefore, the SSL would directly allot 10,000 equity shares of Rs. 107- each to the parent company, who in turn would make payment of Rs. 1.00 lac to the shareholders of MIL on proportionate basis in consideration thereof. During the year, out of the liabilities transferred to SSL, the following debts were settled: i. ii. pursuant to a debt-asset swap arrangement with the Industrial Development Bank of India, settlement of its dues aggregating to Rs. 9,629.03 lacs; Rs. 0.50 lac was repaid to a debenture-holder of MIL
b.
c.
d.
e.
f.
The balance of settled values of secured term liabilities in SSL, aggregating to Rs. 5,116.35 lacs have been shown under current liabilities (schedule 11). These liabilities are at present secured by certain assets of MIL. MIL is in the process of reorganizing these charges. On such reorganization, the assets transferred to SSL of values (as determined in the SS) would be charged for the balance of such liabilities. Asset Sale Committee in SSL has already been constituted for settling the liabilities transferred from MIL.
g.
71

Schedules forming part of the Consolidated Accounts Schedule 18 (Contd.)
6.
As mentioned in note 5.d above, SSL has been identified as a 'special purpose vehicle' in the process of implementation of the SS of MIL. Therefore, though its accumulated losses had exceeded its shareholders' funds as at 31st March, 2005, its accounts have been prepared on going concern basis. (a) The parent company has acquired a fixed asset on hire purchase basis (for a period of 60 months) which has been treated as asset acquired on finance lease as per Accounting Standard on Leases (AS-19). Minimum lease rentals outstanding as at the year end, are as under: (Rupees in lacs)
1.
Due
Total Minimum Lease Payments outstanding as at the year end
Interest not due
Present value of the minimum lease payments

0.66 0.31
Not later than one year Later than one year and not later than five years Total
0.16
0.32 1.08
0.10 0.01 0.11
Q.97
(b) The parent company has taken certain fixed assets on operating lease. The tenure of such agreements ranges from 11 months to 12 months. There are no purchase option and escalation clause in these agreements. Operating lease rentals debited to the Profit and Loss account during the year is Rs.32.57 lacs. Total minimum lease payments outstanding as at the year end is Due Rupees in lacs Not later than one year Later than one year and not later than five years Total 8.
16.30 13.82 30.12
MIL 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 conditions and the 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 in turn has claimed that the funds deposited with them in respect of the aforesaid project are subject to lien. In view of the prevailing uncertain circumstances, the receipts and payments under the contracts, transferred to the parent company pursuant to the SS of MIL, continue to be carried forward and necessary adjustments would be made on the status of the project becoming clearer. (a) Pursuant to MIL's SS, 'Income-tax Department to grant exemption from compliance of conditions contained in section 2(19AA) of the Income-tax Act, 1961, with regard to de-merger of Chemical Division'. Accordingly, as per the provisions of section 12A of the Income-tax Act, 1961, unabsorbed depreciation, aggregating to Rs. 4,112.68 lacs relatable to the Chemical Division of MIL was set off against the parent company's taxable income in the preceding years and provision for tax calculated accordingly. (b) Major components of deferred tax assets and (liabilities) are as under: Rupees in lacs Difference between book and tax written down values of fixed assets Provision for doubtful debts/ advances Provision for diminution in value of investments Capital loss carried forward Deferred revenue expenditure Others Total (1,933.37) 229.12 1,332.94 323.43 7.61 6.17 (34.10)
9.
Note, The parent company's cash surplus operations would be leveraged to realign its business portfolio, as a part of which it is reasonably certain that the carried forward deferred assets (which are significantly all of the parent company) would be utilized.
12

Schedules forming part of the Consolidated Accounts Schedule 18 (Contd.) 10. During the period from 27th August, 1997 to 15th December, 1997, the workers of the parent company's Navin Fluorine Unit at Bhestan had been on an illegal and unjustified strike in contravention of the Industrial Disputes Act. The Labour Commissioner of Gujarat, in his report to the Ministry of Labour, has concurred with the decision of declaring the strike illegal and unjustified. In view thereof, no provision has been made in the accounts for wages, etc. for the said period. The workers' reference to the Conciliation Officer on the justification of the strike is pending with, the Industrial Tribunal, Gujarat. 11. Certain encumbered assets of the parent company offered as securities by MIL for loans taken by it are in the process of being reorganized on restructuring of those loans as per the SS of the BIFR. 12. 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:
Profit after minority interest - Rs. in lacs Weighted average number of equity shares outstanding during the year for basic earnings per share add, weighted average number of partly paid-up equity shares (uncalled amount) Weighted average number of equity shares outstanding during the year for diluted earnings per share Basic earnings per share - Rs. Diluted earnings per share - Rs. Nominal value per share - Rs.
482.39 6,745,816 1,126,163 7,871,979
7.15 6.13 10.00
13. The name of the parent company has been changed to Navin Fluorine International Limited with effect from 6th October, 2004. A fresh Certificate of Incorporation has been received in this regard. 14. Out of the rights issue made by the parent company during the year, 109 equity shares could not be offered on rights basis in view of the non-availability of details of beneficial holders from depositories. The same are kept in abeyance. 15. During the year the parent company made a rights issue of equity shares. The proceeds have been used to part finance infusion of funds into MIL and for general corporate purposes. Unutilized monies at the year end out of this issue - Rs. Nil. 16. Share issue expenses were charged to the Profit and Loss account last year. In view of the availability of share premium this year, share issue expenses incurred during the year, aggregating to Rs. 148.19 lacs have been adjusted there-against. 17. Before transfer of assets to SSL by MIL pursuant to its SS, MIL had issued notices to its tenants/ (now) ex-tenants in its building at Nariman Point, Mumbai (now transferred to SSL) for revision in rent/ recovery of expenses. Pending settlement with them, rent, of Rs. 52.19 lacs (aggregate to date Rs. 66.43 lacs) and recovery of expenses, of Rs. 7.87 lacs (aggregate to date, Rs. 42.40 lacs), have not been accounted for during the year, on legal advice.
73
NAVIN
(Formerly known as Polyolefins Rubber Chemicals Limited) Schedules forming part of the Consolidated Accounts Schedule 18 (Contd.) 18. Related party transactions:
Names of related parties and description of relationship where transactions have taken place during the year Key management personnel
Shri Hrishikesh A. Mafatlal (in the capacity of an individual/ trustee) Shri Vishad P. Mafatlal (in the capacity of an individual/ karta) Shri Atul K. Srivastava Shri Dattatray S. Umalkar
Relatives of key management personnel

Shri Arvind N. Mafatlal (in the capacity of an individual/ karta/ trustee) Smt. Sushilaben A. Mafatlal Smt. Rekha H. Mafatlal Smt. Aarti Chaddha Ms. Anjali H. Mafatlal Mr. Priyavrata H. Mafatlal Smt. Madhuvanti N. Baswan Ms. Padmaja Mafatlal
Joint venture
Mafatlal Burlington Industries Limited
Enterprises over which key management personnel and their relatives are able to exercise significant influence
Mafatlal Industries Limited Mafatlal Fabrics Private Limited National Organic Chemical Industries Limited Mafatlal Impex Private Limited Vibhadeep Investments and Trading Limited Sushripada Investments Private Limited Shamir Texchem Private Limited Marigold International Private Limited Pamil Investments Private Limited Navlekh Investments Limited Milap Texchem Private Limited Surekha Holdings Private Limited
74

Schedules forming part of the Consolidated Accounts Schedule 18 (Contd.\ Details of transaction with related parties during the year Nature of transactions Sale of finished goods National Organic Chemical Industries Limited Mafatlal Industries Limited Others Purchase of stores, spares and packing materials Mafatlal Industries Limited Lease rentals paid Mafatlal Fabrics Private Limited Interest expense on short-term deposits Mafatlal Impex Private Limited Managerial remuneration Shri Hrishikesh A. Mafatlal Shri Dattatray S. Umalkar Shri Atul K. Srivastava Remuneration paid Smt. Madhuvanti N. Baswan Sitting fees Shri Vishad P. Mafatlal Sales commission expenses Mafatlal Industries Limited License and technologv fees Mafatlal Industries Limited Purchase of Utilities Mafatlal Industries Limited Lease rent for land Mafatlal Industries Limited Propertv maintenance expenses Mafatlal Industries Limited Allotment of equitv shares (including premium) Shri Arvind N. Mafatlal Shri Hrishikesh A. Mafatlal Shri Vishad P. Mafatlal Others Investment in preference shares Mafatlal Industries Limited Purchase of equity shares Vibhadeep Investment and Trading Limited Advances given to Mafatlal Industries Limited Short-term loan repaid to Mafatlal Impex Private Limited Conversion of short-term into equity shares (including premium) Mafatlal Impex Private Limited
(Rupees in lacs)
1
8.61 2.31
Total
0.45 1.55 0.18 19.88

55.85 61.52 30.48
8.61 6.31 0.45 1.55 0.18 19.88

55.85 61.52 30.48
1.05 0.21 2.27

129.65 59.40
1.05 0.21 2.27

129.65 59.40
8.90 89.19
65.29 64.57 62.41 0.01
8.90 89.19
65.29 64.57 62.41 83.54 9,000.00
81.82
9,000.00
1.71
5.00
1,864.37 206.98
5.00
1,864.37 206.98
234.29
234.29
75
NAVIN
(Formerly known as Polyolefins Rubber Chemicals Limited) Schedules forming part of the Consolidated Accounts Schedule 18 (Contd.) Details of transaction with related parties during the year Nature of transactions Dividend paid Mafatlal Impex Private Limited National Organic Chemical Industries Limited Surekha Holdings Private Limited Others As at the vear end Amounts due to National Organic Chemical Industries Limited Mafatlal Fabrics Private Limited Mafatlal Impex Private Limited Shri Hrishikesh A. Mafatlal Shri Dattatray S. Umalkar Amounts due from Mafatlal Industries Limited Others Short-term loan due to Mafatlal Impex Private Limited 1. 2. 3. 4. (Rupees in lacs)
Total
6.08 11.33 3.19 2.26
1.30 1.05
6.08 11.33 3.19 4.61
1.50 0.97 7,76 41.68 27.79
1.50 0.97 7.76 41.68 27.79
1,135.77
0.01 8.73
1,135.77 0.01
8.73
Enterprises over which key management personnel and their relatives are able to exercise significant influence Joint venture Key management personnel Relatives of key management personnel
Note. There are no amounts written off or written back: during the year in respect of debts due from or to related parties.
76

Schedules forming part of the Consolidated Accounts Schedule 18 (Contd.1 19. Segment information: (a) Primary segments Based on guiding principles in Accounting Standard on 'Segment Reporting' (AS-17) issued by the Institute of Chartered Accountants of India, classification by business segment are the primary reportable segments, comprising of: i. Chemicals (Fluoro chemicals, ect.) ii. Textiles (denim fabrics) (Rupees in lacs) Chemicals Revenue From external customers Result-Profit Unallocated income Dividend on long-term investments (non-trade) Interest income Other income Unallocated expenses Interest expense Other expenses Profit before exceptional items and tax Exceptional items Provision for doubtful advances 'written back Provision for diminution in value of long term investments (non-trade) Loss on sale of long term investments (non-trade) Stamp duty, registration and other expenses on transfer of property Profit before tax Taxes (including deferred tax) Profit after tax Minority interest Profit after minority interest and tax Segment assets Unallocated corporate assets Total assets Segment liabilities Unallocated corporate liabilities Total liabilities Cost incurred oa acquisition of fixed assets Depreciation (including on immovable properties) Significant non-cash expenditure other than depreciation Bad debts written off Note: There are no inter-segment transactions during the jear. 4,039.25 656.68 28.61 119.96 541.19
Textiles 4,927.34 241.46
Total 29,468.72 4,957.06 96.88 142.70 277.09. (914.50) (49.26) 4,509.97 7,229.30 (5,940.00) (2,970.08) (500.00) 2,329.19 (1,846.83) 482.36 0.03 48239
24,541.38 4,715.60
26,939.50
4,640.30
31,579.80 8,841.92 40,421.72
9,119.77
309.20
9,428.97 15,652.40 25,081.37
77

known as Polyolefins Rubber Chemicals Limited) Schedules forming part of the Consolidated Accounts Schedule 18 (Contd.) (b) Secondary segments (by geographical segments) (Rupees in lacs) Particulars Revenues from external customers Domestic 17,816.50 Within India Segment assets Cost incurred on acquisition of fixed assets 38,011.00 4,159.21 Exports 11,652.22 Outside India 2,410.72 Total 29,468.72 Total 40,421.72 4,159.21
20. SSL and Urvija Associates became subsidiaries of the parent company during the year. The financial position and results of these subsidiaries are given below: . (Rupees in lacs)
SSL
Liabilities Current liabilities Assets Fixed assets Investments Cash and bank balances Loans and advances Accumulated losses Loss for the year 4,257.16 577.76
' 8.37
Urvija Associates
6,231.40
0.02

50.86 1,475.00
0.16 0.16
1,403.11 204.65
21. This year is the first year when the parent company has subsidiaries and hence cosolidated financial statements have been prepared for the first time. Consequently, previous year figures have not been given.
Signatures to Schedules 1 to 18 As per our attached Report of even date for C.C. CHOKSHI & CO., Chartered Accountants H.A.MAFATLAL Chairman & Managing Director
VISHADP.MAFATLAL D.S.UMALKAR ATULSRIVASTAVA > Directors SUNILLALBHAI A.K.PURI P.N.KAPADIA Mumbai, Dated, 27th May, 2005
78
FORM OF PROXY

(Formerly known as Polyolefins Rubber Chemicals Limited) Registered office: 1st Floor, Kalpataru Point, Kamani Marg, Sion (East), Mumbai-400 022. (Folio Nos. DP ID*, Client ID* & Name of the Shareholder/Jointholders in BLOCK LETTERS to be furnished below)
DP ID*
Client ID *
Folio No.
No. of Shares held
I/We.
.of.
being a member/members of NAVIN FLUORINE INTERNATIONAL LIMITED hereby appoint.... -. of of or failing him as my/our
proxy to vote-for me/us on my/our behalf at the Seventh Annual General Meeting of the Company to be held on Wednesday the 27th day of July, 2005 at 3.00 p.m. at S.N.D.T. Womens' University, Patkar Hall, 1, Nathibai Damodar Thackersey Road, Churchgate, Mumbai - 400 020 and at any adjournment thereof.
As witness my/our hand(s) this
day of
2005.
Signature by the said ...... .....
....................................................................................
. .............
NOTE : The proxy must be returned so as to reach the Registered Office of the Company not less than 48 hours before the time for holding the aforesaid meeting. * Applicable for investors holding shares in Electronic (Demat) Form.

(Formerly known as Polyolefins Rubber Chemicals Limited) Registered office: 1st Floor, Kalpataru Point, Kamani Marg, Sion (East), Mumbai-400 022 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/Jointholders/Proxy in BLOCK LETTERS to be furnished below). Shareholder Proxy ' DP ID*
Client ID *
Folio No.
No. of Shares held
I hereby record my presence at the Seventh Annual General Meeting of the Company to be held on Wednesday the 27th day of July, 2005 at 3.00 p.m. at S.N.D.T. Womens' University, Patkar Hall, 1, Nathibai Damodar Thackersey Road, Churchgate, Mumbai - 400 020 and at any adjournment thereof.
SIGNATURE OF THE SHAREHOLDER OR PROXY NOTES: (1) 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 Sharepro Services (I) Pvt. Ltd., Satam Estate, 3rd Floor, above Bank of Baroda, Chakala, Andheri (East), Mumbai-400 099. * Applicable for investors holding shares in Electronic (Demat) Form.
If undelivered, please return to : NAVIN FLUORINE INTERNATIONAL LIMITED

(Formerly known as Polyolefins Rubber Chemicals Limited) 1st Floor, Kalpataru Point, Kamani Marg, Sion (East), Mumbai-400 022.
JAMALI

Annual Report 2005 Navin Fluorine

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ARVIND MAFATLAL GROUP

ANNUAL REPORT 2004-2005

7th Annual General Meeting

Churchgate, Mumbai 400 020.

ANNUAL REPORT 2004-2005

COMPANY SECRETARY: SHRI NIRAJ B. MANKAD

BANKERS: STATE BANK OF HYDERABAD

AUDITORS: MESSRS C. C. CHOKSHI & CO. Chartered Accountants

NAVIN FLUORINE ESTTERNAT1ONAL LIMITED

ANNUAL REPORT 2004-2005

NAVIN FLUORINE INTERNATIONAL LIMITED

Names of the Companies in which he holds Directorship / Committee Memberships.

ANNUAL REPORT 2004-2005

. 3959 (250) 987 737 101 13 623

ANNUAL REPORT 2004-2005

ANNEXURE TO THE DIRECTORS*

ANNUAL REPORT 2004-2005

48456 1.56 14.64 19134400

9321260 81463325 8.74 1186837 5629566 4,74

Mr. A.K. Srivastava Finance Director (53)

Rs. 3,373,1087- B.Sc. (Hons.) FCA01-05-2003 (28)

ANNUAL REPORT 2004-2005

ANNUAL REPORT 2004-2005

Names of the Directors

Category (Executive/ Non-Executive)

No. of Board Meetings attended

Whether LastAGM held on 27th July, 2004 attended

NAVIN FLUORINE INTERNATIONAL LIMITED

2.50 2.50 2.50 2.50 2.50

36000 39000 36000 33000 21000

ANNUAL REPORT 2004-2005

Year/ Period ended 31/3/2004

2.30 PM 10.00 A.M.

Quarterly Results proposed to be normally published in which newspaper

In English - Free Press Journal In Marathi - Navshakti

C. Date of Book Chwwre D. Dividend Payment date E. F. Listing Stock Coxfc

G. Monthly high & low :

Highest Fully Paid

Highest Partly Paid*

Lowest Partly Paid*

BSE Sensex Highest

BSE Sensex Lowest

80.00 124.80 150.00 127.00 137.00 121.45

75.00 69.00 92.65 100.00 104.25 93.00

ANNUAL REPORT 2004-2005

Total No. of Shareholders 128043

% to total share capital 19.54

0.25 0.07 0.03 0.02 0.01 0.01 0.03

1.42 1.28 3.26

Distribution of shareholding as on 31.03.2005 (PARTLY PAID)

Total No. of Shareholders 21463

% to total share capital 10.38

523596 104253 116453 85266 . 63680 62525' 176732 3911048 * 5043553

0.64 0.35 0.15 0.08 0.06 0.11 0.20

2.06 2.31 1.70 1.26 1.24 3.50

% of Holding 33.37% 17.13% 9^96% 0.46% 9.36% 29.44% 0.28% 100

% of Holding 40.95% 17.14% 6.91% 5.39% 29.58% 0.03% 100

2065305 864635 348627 271687 1491426 1873 5043563

ANNUAL REPORT 2004-2005

(A.SIDDHARTH) Partner Mumbai, dated, 27* May, 2005

Annexure to the Auditors' report

4. The Company has not granted or taken any loans to/