Notes to Accounts of SM Dyechem Ltd.

Mar 31, 2014

1. The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holders of equity shares is entitled to one vote per share.

2. The Board of Industrial and Financial Reconstruction (BIFR) has sanctioned the Detailed Rehabilitation Scheme (DRS) submitted by the IDBI Bank Ltd., the Operating Agency vide its order dated 29"'' May 2008 read with clarificatory letter dated 30th April 2009 and the same is under implementation. Following actions have been taken as per Scheme:

a. The Share capital has been restructured in the accounting period 2006-08.

b. The Corporate action required for filing with NSDL & CDSL for the reduction and issue of new share capital has since been completed.

c. The balances in the securities premium account, capital reserve, general reserve have been set off against the accumulated losses in the accounting period 2006-08.

d. Allotment has been made towards Share Application Money of Rs.13,85,00,000/- by issue of 1,38,50,000 equity shares of Rs. 10/- each fully paid up on 30th July 2009.

e. The installment of the sales tax arrears which have been crystallized as set out in the scheme has been paid. The balance would be paid as per the scheme.

f. The other creditors have been substantially paid as per the scheme.

g. In the event of any shortfall in projected profitability, the promoters shall make good the shortfall in cash flow by bringing the same from sources outside the company by way of unsecured loans.

The effect of reduction in number of shares from 100% to 2% have been considered in books of account as envisaged above, however, the corporate action is pending to be filed with NSDL and CDSL.

The resultant new equity shares of 9,80,225 of Rs. 10/- each has been approved for listing by the Bombay Stock Exchange Limited. The revocation of trading suspension is under process.

3. The accounts have been prepared on a ''going concern'' basis in view of the implementation of rehabilitation scheme sanctioned by BIFR.

4. Some of the Creditors of the Company have filed winding up petitions in the Court. The Company is contesting these petitions and taking suitable action.

5. In the opinion of Management, the Current assets, loans and Advances are approximately of the value stated, if realised in the ordinary course of business. The provisions for all known liabilities are adequate and not in excess of the amount reasonably necessary, unless stated otherwise.

6. The management has not yet identified enterprises which have provided goods & services to the Company and which qualify under the definition of micro, medium & small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006.

7. The Company has taken a legal opinion on disqualification of directors from being appointed as director in other public companies in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956. As per the opinion, none of the directors are disqualified as on 31s'' March, 2014 from being appointed as a director.

8. The Company has entered into few transactions with certain parties in respect of collections and payments made on behalf of the Company by these parties and by the Company on behalf of such parties. The accounts of these parties have been duly reconciled and balances are confirmed by the parties.

9. Deferred Tax

In accordance with Accounting Standard (AS-22) on "Accounting for Tax on Income" notified by the Companies (Accounting Standards) Rules, 2006 deferred tax assets are constituting mainly of carried forward losses and disallowance of expenses. Deferred tax liabilities are constituting mainly of excess depreciation & expenditure claimed in tax computation. The Company has substantial unabsorbed depreciation and carried forward losses under the Income Tax Act, 1961. However the availability of sufficient future taxable income against which such depreciation and losses can be set off cannot be stated to be virtually certain. Hence, deferred tax asset has not been recognized.

10. Directors Remuneration

During the year, an amount of Rs. 300 thousands has been paid to a Director towards the sitting fees of Board and other meetings. No other remuneration has been paid.

11. Retirement Benefits

A. Defined Contribution Plan

The Company does not have any Provident fund, Superannuation fund and State defined contribution plans e.g. Employers'' Contribution to Employees'' State Insurance, Employer''s Contribution to Employees'' Pension Scheme 1995. Hence, these details are not applicable

B. Defined Benefit Plans

a. Gratuity

b. Leave Encashment

Leave encashment is payable to eligible employees who have earned leaves, during the employment and/or on separation as per the Company''s policy.

Valuations in respect of Gratuity and Leave Encashment have been carried out by actuary as at the Balance Sheet date based on the following assumptions:

i. Discount Rate (Per Annum) 8.25%

ii. Rate of increase in compensation 4.00%

iii. Expected average remaining working lives of Employees in No. of years 19 years

12. Contingent Liabilities

a. The Company had issued corporate guarantees of Rs. 43,348 thousand in favour of Banks/lnstitutions against the loans disbursed to Vaishu Engineering Industries Limited, a company under liquidation. Some of the Banks/lnstitutions have raised claims against the company making the company a party. As the above guarantees expired and were not renewed/extended before the lodgment of the claims by the Banks/lnstitution, no provision thereof has been considered in the books of account.

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Mar 31, 2013

1.1 The Board of Industrial and Financial Reconstruction (BIFR) has sanctioned the Detailed Rehabilitation Scheme (DRS) submitted by the IDBI Bank Ltd.. the Operating Agency vide its order dated 29''" May 2008 read with clarificatory letterdated 30thApril 2009 and the same is under implementation. Following actions have been taken as per Scheme:

a. The Share capital has been restructured in the accounting period 2006-08.

b. The Corporate action required for filing with NSDL & CDSL for the reduction and issue of new share capital has since been completed.

c. The balances in the securities premium account, capital reserve, general reserve have been set off against the accumulated losses in the accounting period 2006-08.

d. Allotment has been made towards Share Appli- cation Money of Rs. 13,85,00,000/- by issue of 1,38,50,000 equity shares of Rs. 10/- each fully paid up on 30,h July 2009.

e. The installment of the sales tax arrears which have been crystallized as set out in the scheme has been paid. The balance would be paid as per the scheme.

f. The other creditors have been substantially paid as per the scheme.

g. In the event of any shortfall in projected profitability, the promoters shall make good the shortfall in cash flow by bringing the same from sources outside the company byway of unsecured loans.

The effect of reduction in number of shares from 100% to 2% have been considered in books of account as envisaged above, however, the corporate action is pending to be filed with NSDL and CDSL.

The resultant new equity shares of 9,80,225 of Rs. 10/- each has been approved for listing by the Bombay Stock Exchange Limited. The revocation of trading suspension is under process.

h. The Company has been directed by BIFR to file fully tied up Modified Draft Rehabilitation Scheme (MDRS) Incorporating proposal for clearance of residual creditors as well as plans for rehabilitation of the Company. The Company is in discussion with certain strategic investors to decide the modus operandi of MDRS which includes envisaging merger with a healthy company. The Company is in coordination with IDBI for finalising the MDRS for onward submission to BIFR forthe latters review.

1.2 The accounts have been prepared on a ''going concern'' basis in view of the implementation of rehabilitation scheme sanctioned by BIFR.

1.3 Some of the Creditors of the Company have filed winding up petitions in the Court. The Company is contesting these petitions and taking suitable action

1.4 In the opinion of Management, the Current assets, loans and Advances are approximately of the value stated, if realised in the ordinary course of business. The provisions for all known liabilities are adequate and not in excess of the amount reasonably necessary, unless stated otherwise.

1.5 The management has not yet identified enterprises which have provided goods & services to the Company and which qualify under the definition of micro, medium & small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006.

1.6 The Company has taken a legal opinion on disquali- fication of directors from being appointed as director in other public companies in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956. As per the opinion, none of the directors are disqualified as on 31st March, 2013 from being appointed as a director.

1.7 The Company has entered into few transactions with certain parties in respect of collections and payments made on behalf of the Company by these parties and by the Company on behalf of such parties. The accounts of these parties have been duly reconciled and balances are confirmed by the parties.

1.8 Deferred Tax

In accordance with Accounting Standard (AS-22) on "Accounting for Tax on Income" notified by the Companies (Accounting Standards) Rules, 2006 deferred tax assets are constituting mainly of carried forward losses and disallowance of expenses. Deferred tax liabilities are constituting mainly of excess depreciation & expenditure claimed in tax computation. The Company has substantial unabsorbed depreciation and carried forward losses under the Income Tax Act, 1961. However the availability of sufficient future taxable income against which such depreciation and losses can be set off cannot be stated to be virtually certain. Hence, deferred tax asset has not been recognized.

1.9 Directors Remuneration

During the period, an amount of Rs. 3,800 thousands has been paid to a Director towards the sitting fees of Board and other meetings. No other remuneration has been paid.

1.10 Retirement Benefits

A. Defined Contribution Plan

The Company does not have any Provident fund, Superannuation fund and State defined contribution plans e.g. Employers'' Contribution to Employees'' State Insurance, Employer''s Contribution to Employees'' Pension Scheme 1995. Hence, these details are not applicable

B. Defined Benefit Plans

a. Gratuity

b. Leave Encashment

Leave encashment is payable to eligible employees who have earned leaves, during the employment and/or on separation as per the Company''s policy.

The company is not contributing to any fund for liability towards Gratuity and Leave Encashment and hence the disclosures required by Revised Accounting Standard 15 are given to the extent applicable.

1.11 Segment Information

The company has identified the following reportable business segments:

1. Meal & Oil

2. Snack Foods

3. Chemicals

1.12 Contingent Liabilities

a. The Company had issued corporate guarantees of Rs. 43,348 thousand in favour of Banks/Institutions against the loans disbursed to Vaishu Engineering Industries Limited, a company under liquidation. Some of the Banks/Institutions have raised claims against the company making the company a party. As the above guarantees expired and were not renewed/extended before the lodgment of the claims by the Banks/Institution, no provision thereof has been considered in the books of account.

b. Others:

Particulars 31-Mar-2013 30-June-2012 (9 months) (15 months)

Counter gurantees given to the bankers in respect of gurantees furnished by the Banks 100 100

Sales tax [Central / State(s)] dues

under Appeal/Revision 9,000 8.000

Claims against the Company not

Acknowledged as debt 2,00,675 2,00,675

Assigned Liabilities 1,75,226 1,75,226

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Jun 30, 2012

1. The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holders of equity shares is entitled to one vote per share.

2.1 The Board of Industrial and Financial Reconstruction (BIFR) has sanctioned the Detailed Rehabilitation Scheme (DRS) submitted by the IDBI Bank Ltd., the Operating Agency vide its order dated 29m May 2008 read with clarificatory letter dated 30th April 2009 and the same is under implementation. Following actions have been taken as per Scheme:

a. The Share capital has been restructured in the accounting period 2006-08.

b. The Corporate action required for filing with NSDL & CDSL for the reduction and issue of new share capital has since been completed.

c. The balances in the securities premium account, capital reserve, general reserve have been set off against the accumulated losses in the accounting period 2006-08.

d. Allotment has been made towards Share Application Money of Rs.13,85,00,000/- by issue of 1,38,50,000 equity shares of Rs. 10/- each fully paid upon 30th July 2009.

e. The installment of the sales tax arrears which have been crystallized as set out in the scheme has been paid. The balance would be paid as perthe scheme.

f. The other creditors have been substantially paid as per the scheme

g. In the event of any shortfall in projected profitability, the promoters shall make good the shortfall in cash flow by bringing the same from sources outside the company by way of unsecured loans.

The effect of reduction in number of shares from 100% to 2% have been considered in books of account as envisaged above, however, the corporate action is pending to be filed with NSDL and CDSL.

The resultant new equity shares of 9,80,225 of Rs. 10/- each has been approved for listing by the Bombay Stock Exchange Limited. The revocation of trading suspension is under process.

2.2 The accounts have been prepared on a ''going concern'' basis in view of the implementation of rehabilitation scheme sanctioned by BIFR.

2.3 Some of the Creditors of the Company have filed winding up petitions in the Court. The Company is contesting these petitions and taking suitable action.

2.4 In the opinion of Management, the Current assets, loans and Advances are approximately of the value stated, if realised in the ordinary course of business. The provisions for all known liabilities are adequate and not in excess of the amount reasonably necessary, unless stated otherwise.

2.5 The management has not yet identified enterprises which have provided goods & services to the Company and which qualify under the definition of micro, medium & small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006

2.6 The Company has taken a legal opinion on disqualification of directors from being appointed as director in other public companies in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956. As per the opinion, none of the directors are disqualified as on 30th June, 2012 from being appointed as a director.

2.7 The Company has entered into few transactions with certain parties in respect of collections and payments made on behalf of the Company by these parties and by the Company on behalf of such parties. The accounts of these parties have been duly reconciled and balances are confirmed by the parties.

2.8 Deferred Tax

In accordance with Accounting Standard (AS-22) on “Accounting for Tax on Income” notified by the Companies (Accounting Standards) Rules, 2006 deferred tax assets are constituting mainly of carried forward losses and disallowance of expenses. Deferred tax liabilities are constituting mainly of excess depreciation & expenditure claimed in tax computation. The Company has substantial unabsorbed depreciation and carried forward losses under the Income Tax Act, 1961. However the availability of sufficient future taxable income against which such depreciation and losses can be set off cannot be stated to be virtually certain. Hence, deferred tax asset has not been recognized.

2.9 Directors Remuneration

During the year, no remuneration has been paid to the directors.

2.10 Retirement Benefits

A. Defined Contribution Plan

The Company does not have any Provident fund, Superannuation fund and State defined contribution plans e.g. Employers'' Contribution to Employees'' State Insurance, Employer''s Contribution to Employees'' Pension Scheme 1995. Hence, these details are not applicable.

B. Defined Benefit Plans

a. Gratuity

b. Leave Encashment

Leave encashment is payable to eligible employees who have earned leaves, during the employment and/or on separation as per the Company''s policy.

The company is not contributing to any fund for liability towards Gratuity and Leave Encashment and hence the disclosures required by Revised Accounting Standard 15 are given to the extent applicable.

2.11 Segment Information

The company has identified the following reportable business segments:

1. Meal & Oil

2. Snack Foods

3. Chemicals

2.12 Related Party Disclosures

As per Accounting Standard 18 (AS-18) on ''Related Party Disclosure'' notified by the Companies (Accounting Standards) Rules, 2006, the disclosure of transaction with the related parties are given as under:

Name of the Related Party Nature of Relation

a Sai Ganesh Properties Pvt. Ltd. Associate

b SM Holding & Finance Pvt. Ltd. Associate

c Venkataramana Food Specialities Ltd. Associate

d SM Energy Teknik & Electronics Ltd. Associate

e SM Securities Ltd. Associate

f Chiteri Biotech Pvt. Ltd. Associate

G Jatipura Investments Pvt. Ltd. Associate

Note: Related party relationship is as identified by the Company and relied upon by the auditors.

2.13 Contingent Liabilities

a. The Company had issued corporate guarantees of Rs. 43,348 thousand in favor of Banks/Institutions against the loans disbursed to Vaishu Engineering Industries Limited, a company under liquidation. Some of the Banks/Institutions have raised claims against the company making the company a party. As the above guarantees expired and were not renewed/extended before the lodgment of the claims by the Banks/Institution, no provision thereof has been considered in the books of account.

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Mar 31, 2011

1. Previous period figures have been re-grouped and/or rearranged wherever necessary.

2. B. The Board of Industrial and Financial Reconstruction (BIFR) has sanctioned the

Detailed Rehabilitation Scheme (DRS) submitted by the IDBI Bank Ltd., the Operating Agency vide its order dated 29th May 2008 read with clarificatory letter dated 30th April 2009 and the same is under implementation. Following actions have been taken as per Scheme:

a. The Share capital has been restructured in the accounting period 2006-08.

b. The Corporate action required for filing with NSDL & CDSL for the reduction and issue of new share capital have been completed.

c. The balances in the securities premium account, capital reserve, general reserve have been set off against the accumulated losses in the accounting period 2006-08.

d. Allotment has been made towards Share Application Money of Rs. 13,85,00,000/- by issue of 1,38,50,000 equity shares of Rs.10/- each fully paid up on 30th July 2009.

e. The installment of the sales tax arrears which have been crystallized as set out in the scheme has been paid. The balance would be paid as per the scheme,

f. The other creditors have been substantially paid as per the scheme.

g. In the event of any shortfall in projected profitability, the promoters shall make good the shortfall in cash flow by bringing the same from sources outside the company by way of unsecured loans.

(B) The effect of reduction in number of shares from 100% to 2% have been considered in books of account as envisaged above. The corporate action in coordination with BSE, NSDL and CDSL has since been complied.

(C) The resultant new equity shares of 9,80,225 of Rs.10/- each has been approved for fisting by the Bombay Stock Exchange Limited. The Revocation of trading suspension is under process.

3. The accounts have been prepared on a 'going concern" basis in view of the implementation of rehabilitation scheme sanctioned by BIFR.

4. Some of the Creditors of the Company have filed winding up petitions in the Court. The Company is contesting these petitions and taking suitable action.

5. In the opinion of Management, the Current assets, loans and Advances are approximately of the value stated, if realised in the ordinary course of business. The provisions for all known liabilities are adequate and not in excess of the amount reasonably necessary, unless stated otherwise.

6. Balance of Sundry Debtors, Loans and Advances and Creditors including advance to suppliers are subject to confirmation.

7. The management has not yet identified enterprises which have provided goods & services to the Company and which qualify under the definition of micro, medium & small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006.

8. The Company has taken a legal opinion on disqualification of directors from being appointed as director in other public companies in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956. As per the opinion, none of the directors are disqualified as on 31st March, 2011 from being appointed as a director.

9. The Company has entered into few transactions with certain parties in respect of collections and payments made on behalf of the Company by these parties and by the Company on behalf of such parties. The accounts of these parties have been duly reconciled and balances are confirmed by the parties.

10. The prior period adjustment represents sales tax provision written back no longer required.

11. Retirement Benefits

(A) Defined contribution plans:

The Company does not have any Provident fund, Superannuation fund and State defined contribution plans e.g. Employers' Contribution to Employees' State Insurance, Employer's Contribution to Employees' Pension Scheme 1995. Hence, these details are not applicable.

The company is not contributing to any fund for liability towards Gratuity and Leave Encashment and hence the disclosures required by Revised Accounting Standard 15 are given to the extent applicable.

Note: Since entire Business of the Company is conducted within India, there is no separate geographical segment.

Segment reporting were not applicable for the previous financial year in terms of the said Accounting Standards.

Note: Related party relationship is an identified by the company and relied upon by the auditors.

Note: Figures in Brackets indicates Debit Balance

12. Deferred Tax:

In accordance with Accounting Standard (AS-22) on "Accounting for Tax on Income" notified by the Companies (Accounting Standards) Rules, 2006 deferred tax assets are constituting mainly of carried forward losses and disallowance of expenses. Deferred tax liabilities are constituting mainly of excess depreciation & expenditure claimed in tax computation. The Company has substantial unabsorbed depreciation and carried forward losses under the Income Tax Act, 1961. However the availability of sufficient future taxable income against which such depreciation and tosses can be set off cannot be stated to be virtually certain. Hence, deferred tax asset has not been recognized.

13. Directors' Remuneration

During the year, no remuneration has been paid to the directors.

14. Contingent Liabilities:

a. The Company had issued corporate guarantees of Rs.43,348 thousand in favor of Banks/Institutions against the loans disbursed to Vaishu Engineering Industries Limited, a company under liquidation. Some of the Banks/Institutions have raised claims against the company making the company a party. As the above guarantees expired and were not renewed/extended before the lodgment of the claims by the Banks/Institution, no provision thereof has been considered in the books of account.

b. Others (Rs.in '000)

Particulars 2010-2011 2009-2010 (12 Months) (12 Months)

a) Counter guarantees given to the bankers in respect of guarantees furnished by the Banks. 100 100

b) Sales tax [Central / State(s)] dues under Appeal/ Revision 9,000 9,000

c) Claims against the Company not Acknowledged as debt 2,00,675 2,00,675

d) Assigned Liabilities 1,75,226 1,75,226

Note: Sales & Services excludes Rs.34 thousand for conversion charges received towards job work done.

Note: All figures in brackets are outflows