lime chemicals limited - bombay stock exchange...brief profile ofre-appointment of directorin...

LIME CHEMICALS LIMITED

44THANNUAL REPORT

2013-2014


CIN L24100MH1970PLC014842

BOARD OF DIRECTORS Mr. A. H. Dawoodani - Managing Director Mr. B.A. Mujawar Mr. M. M. Gadgil Mr. K. S. Varadhan Mrs. S. A. Dawoodani

CONTENTS Page No.

Board of Directors 2

Notice 3

Directors’ Report 5

Compliance Certificate 14

Auditors’ Report 16

Annexure to Auditors’ Report 17

Balance Sheet 20

Profit & Loss Account 21

Cash Flow Statement 22

Corporate Information 24

Notes forming part of the Financial

Statements

26

REGISTERED OFFICE Light House Building, Ground Floor, Sitaphalwadi, Mazgaon, Mumbai – 400 010 CORPORATE OFFICE 404/405, Neco Chambers, 4

th Floor

Plot No.48, Sector-11 Rajiv Gandhi Road, C.B.D. Belapur (East), Navi Mumbai – 400 614

AUDITORS M/s. A.N. DAMANIA& CO. Chartered Accountants, Mumbai

BANKERS Bank of Baroda

Development Credit Bank Ltd. Axis Bank Ltd.

REGISTRAR & SHARE TRANSFER AGENT

Bigshare Services Pvt. Ltd. E-2, Ansa Industrial Estate Sakivihar Road, Saki Naka Andheri East, Mumbai – 400 072

FACTORIES Plot No. 43, Roha Industrial Area Village Dhatav, Roha, Raigad (M.S) 31-32-33 & 34 Industrial Area Paonta Sahib – 173 023 (H.P)

IMPORTANT COMMUNICATION TO MEMBERS

The Ministry of Corporate Affairs has taken the “Green Initiative in the Corporate Governance” by allowing

paperless compliances by the companies and has issued circulars stating that service of notice / document

including annual report can be sent by e-mail to its members. To support this green initiative of the

Government in full measures, members who have so far not registered their e-mail addresses are

requested to register their e-mail addresses, in respect of electronic holdings with the Depository through

their concerned Depository Participants. Members who hold shares in physical form are requested to send

the e-mail address to the Registrar & Transfer Agents quoting their folio number.

2


NOTICE

NOTICE IS HEREBY GIVEN THAT the Forty Fourth Annual General Meeting of the Members of Lime Chemicals

Limited will be held at the Registered Office at Light House Building, Ground Floor, Sitaphalwadi, Mazgaon,

Mumbai – 400 010 on Tuesday, the 30th

September, 2014 at 10.30 a.m. to transact the following business.

ORDINARY BUSINESS

1. To receive and adopt the Profit and Loss Account for the year ended on 31st

March, 2014 and the Balance

Sheet as on that date and the reports of Auditors and Directors thereof

2. To appoint a Director in place of Mrs. S. A. Dawoodani (DIN 02324234), who retires by rotation at this

Annual General Meeting and being eligible has offered herself for re-appointment.

3. To appoint M/s. A.N. Damania & Co., Chartered Accountants as statutory auditors of the Company and

fix their remuneration

SPECIAL BUSINESS

4. To consider, and if thought fit, to pass with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT Mr. Balekhan A. Mujawar, the Director retire by rotation does not seeking for re-

appointment.”



“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV to the

Companies Act, 2013, and all other applicable provisions of the Companies Act, 2013 and the Companies

(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-

enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Mohan M.

Gadgil (DIN 05302767), Director of the Company whose period of office is liable to determination by

retirement of directors by rotation and in respect of whom the Company has received notice in writing

under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of

Director, be and is hereby appointed as an Independent Director of the Company to hold office for Five

consecutive years for a term up to the conclusion of Annual General Meeting of the Company in the

calendar year 2019.”



“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV to the

Companies Act, 2013, and all other applicable provisions of the Companies Act, 2013 and the Companies

(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-

enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Kuppuswamy

S. Varadhan (DIN 00079381), Director of the Company whose period of office is liable to determination

by retirement of directors by rotation and in respect of whom the Company has received notice in

writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the

office of Director, be and is hereby appointed as an Independent Director of the Company to hold office

for Five consecutive years for a term up to the conclusion of Annual General Meeting of the Company in

the calendar year 2019.”

1. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for

inspection at the Registered Office of the Company during normal business hours (11.00 am to 5.00 pm)

on all working days except Saturdays, up to and including the date of the Annual General Meeting of the

Company

2. The Register of members and Share Transfer Books of the Company will be closed from 26thSeptember

2014 to 30th September 2014 (both days inclusive)

3. Members are requested to please bring their copies of the Annual Report to the Meeting.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

ITEM NO. 4

In accordance with the Articles of Association of the Company, Mr. Balekhan A. Mujawar, Director retires by

rotation at the ensuing Annual General Meeting. Mr. Balekhan A. Mujawar, has indicated to the Company

that he is not seeking reappointment due to his professional engagements.

None of the Directors other than Mr. Balekhan A. Mujawar is concerned or interested in the resolution.

The Board of Directors recommends the resolution for approval of the members.

Item No. 5

Mr. Mohan . M. Gadgil is a Non-executive Independent Director of the Company. He joined the Board of

Directors of the Company on 30/05/2012. Mr. Mohan M. Gadgil is the Chairman of Audit Committee and

member of Investor Grievance Committee of the Company.

Mr. Mohan M. Gadgil is a Director whose period of office is liable to determination by retirement of directors

by rotation under the erstwhile applicable provisions of the Companies Act, 1956. In terms of Section 149

and other applicable provisions of the Companies Act 2013, Mr. Mohan M. Gadgil being eligible and offering

himself for appointment, is proposed to be appointed as an Independent Director for five consecutive years

for a term up to the conclusion of Annual General Meeting of the Company in the calendar year 2019.

The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013

proposing the candidature of Mr. Mohan M. Gadgil for the office of Director of the Company.

None of the Directors except Mr. Mohan M. Gadgil is concerned or interested in the resolution. The Board

of Directors recommends the resolution for approval of the members.

Item No. 6

Mr. Kuppuswamy S. Varadhan is a Non-executive Independent Director of the Company. He joined the Board

of Directors of the Company on 30/05/2012. Mr. Kuppuswamy S. Varadhan is the member of Audit

Committee and Investor Grievance Committee of the Company.

Mr. Kuppuswamy S. Varadhan is a Director whose period of office is liable to determination by retirement of

directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. In terms of

Section 149 and other applicable provisions of the Companies Act 2013, Mr. Kuppuswamy S. Varadhan being

eligible and offering himself for appointment, is proposed to be appointed as an Independent Director for

five consecutive years for a term up to the conclusion of Annual General Meeting of the Company in the

calendar year 2019.

The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013

proposing the candidature of Mr. Kuppuswamy S. Varadhan for the office of Director of the Company.

None of the Directors except Mr. Kuppuswamy S. Varadhanis concerned or interested in the resolution. The

Board of Directors recommends the resolution for approval of the members.

ANNEXURE –A

Details of directors seeking re-appointment at the forthcoming Annual General Meeting as required under

clause 49 of the listing agreement with the stock exchanges are given below:

Brief profile ofre-appointment of Directorin compliance with Corporate Governance

Particulars Mrs. Shahnaz A. Dawoodani Mr. Mohan M. Gadgil Mr. K.SrinivasaVaradhan Date of Birth 31/08/1966 01.06.1947 25.04.1961 Date of Appointment 30/05/2013 30.05.2012 30.05.2012 Qualification Undergraduate M.Com, L.L.B., CAIIB, Dip. In

Trg. And Dev. B.Com, B.L., ACS, CAIIB

Expertise in specific function area and no. of years of experience

More than 31 years of experience in various business fields.

42 years in banking and 5 years in Asset Reconstruction business.

He is a practicing Advocate. He is also a qualified Company Secretary and has also completed CAIIB while working with a nationalised bank for around 12 years. He is having vast experience in banking, legal and financial field.

Directorship held in other public & private companies

1. SilvoLiacan Chemicals Ltd. 2. Himachal Polyolefins Ltd. 3. Lime Infra Realty Pvt. Ltd. 4. SahidInvestment & Trading Co. Pvt. Ltd. 5. West Point Minerals & Trading Co. Pvt. Ltd.

Nil Nil

Chairmanship/Membership of Board Committees of other companies

Nil

Nil Nil

Number of shares held Nil Nil

For and on behalf of the Board of Directors

Ahmed H. Dawoodani

Managing Director

REGISTERED OFFICE

Light House Building, Ground Floor

Sitaphalwadi, Mazgaon

Mumbai – 400 010

DATED: 14th

August 2014


DIRECTORS’ REPORT

The Directors present their 44th

Annual Report on the business and operations of the Company and the financial accounts for the year ended on 31

st March, 2014.

FINANCIAL RESULTS (Rs. In lac)

Particulars

For the year ended on 31/03/2014

For the previous year ended on 31/03/2013

Gross Profit (before interest, depreciation & taxation) 527.77 (243.41)

Less: Interest 106.36 26.96

Depreciation 204.07 198.52

Profit before tax 217.34 (468.89)

Tax expense (69.53) (27.41)

Profit / Loss after Tax 286.87 (441.48)

Add: Balance brought from previous year (6167.41) (5725.93)

Profit / (Loss) available for appropriations (5880.54) (6167.41)

APPROPRIATIONS / TRANSFERS

Profit/(loss) carried to Balance Sheet (5880.54) (6167.41)

DIVIDEND

Your Directors do not recommend any dividend on equity shares in view of the brought forward loss of earlier years incurred by the Company. REFERENCE TO BIFR

The Company had made Reference to the Board for Industrial & Financial Reconstructions (BIFR) under Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985 and has been registered as case No. 14/2008 on 10.03.2008 as the entire net worth of the Company has been eroded. As per the draft Rehabilitation Scheme submitted consultation with the consortium Banks to the BIFR, the Company has been declared as Sick Company by an Order issued by the BIFR on 24

th February 2010 and has appointed Bank of

Baroda as the Operating Agency with directions to prepare a revival scheme for the Company and to submit before BIFR. The Operating Agency i.e. Bank of Baroda has submitted draft rehabilitation scheme to BIFR. The Company is awaiting hearing on the draft rehabilitation scheme.

OPERATION AND FUTURE OUTLOOK

During the year under review, the turnover stood at Rs. 27.34 crores against Rs.27.54 crores in the previous year. The Company’s manufacturing plant at Roha and at Paonta Sahib, Himachal Pradesh are working at normal capacity. The Company has taken various steps to boost better working results and operating profit, which will result in the coming years. As per the One Time Settlement approved by the Consortium Banks for restructuring of its existing Long Term Working Capital Facilities, the Company is making payments on installments to the Banks. This will enable the Company to reduce the cost of finance and will improve working of Company’s manufacturing plants. During the year the Company has credited a sum of Rs. 696.74 lac to Profit & Loss Account on account of unpaid interest saved on One Time Settlement with the Banks. DIRECTORATE :

Mrs. Shahnaz A. Dawoodani, a Director of the Company shall retire by rotation at the forthcoming Annual General Meeting and offer herself for re-appointment. As per the notification of section 149 and other applicable provisions of the Companies Act, 2013, Mr. Mohan M. Gadgil and Mr. Kuppuswamy S. Varadhan is seeking appointment as Independent Director for five consecutive years for a term upto conclusion of Annual General Meeting of the Company in the calendar year 2019.

EXPORTS

During the year under review, the Company exported its products to various countries. Total exports during the year on FOB basis was Rs. 35.05 lac against Rs. 24.24 lac in the previous year. FIXED DEPOSITS

The Company does not accept fresh deposits from Public / Members except renewal of existing deposits on maturity. There was unclaimed deposit from some depositors, to whom reminders were sent to claim the same. INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has an adequate system of internal control of procedure commensurate with the size and nature of its business. It maintains a system of well-established policies and procedures for its operations and activities. It ensures optimum use of the Company’s resources and provides guidelines authorization and approved procedures. It endeavors to use its resources efficiently. The Company has obtained ISO 9001 certification and adheres to the Standard Operating Practices its manufacturing and operating activities. The Company’s internal auditors carry out audit of accounts, internal control systems and procedures on regular basis. Any significant issues are brought to the attention of the Audit Committee, which reviews it periodically and suggestions and recommendations made by it are carried out for further improvement. RELATED PARTY TRANSACTION

These have been discussed in detail in the notes to the accounts in the financial statements. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES The Company has focused on building the organization for developing human resources. Training was imparted to the various sections of employees for improving their skills. The relationship with the employees trade union continues to be cordial. HEALTH AND SAFETY

The Company continues to focus on health and safety of all its workers and staff. It operates in sound health and safety and secured environment system. Adequate safety measures have been taken at both the plants and offices for the prevention of accidents or any untoward incidents CAUTIONARY STATEMENT

Some of the statements contained within this report may be forward looking in nature and may involve risks and uncertainties. Actual Result and Outcomes in future may vary materially from those discussed herein. Factors that may cause such variances include, but are not limited to management of growth, market acceptance of Company’s product and services, risk associated with new product version, dependence on third party relationship and the activities of competitors. DIRECTOR’S RESPONSIBILITY STATEMENT

The Board of Directors of your Company confirms that:

i) in the preparation of the annual accounts, applicable Accounting Standards have been followed ; ii) the Accounting Policies are consistently applied and reasonable, prudent judgment and estimates are

made 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 that period;

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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION ETC.

The particulars of conservation of Energy, Technology, Absorption, foreign Exchange Earnings and outgo as required under Section 217 (i)(e) of the Companies Act, 1956 have not been given since the same are not applicable to the Company. PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the purview of Section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditor’s Statement of its compliance is given in a separate annexure. AUDITORS & AUDITOR’S REPORT

The Company’s Auditors M/s. A.N. Damania& Co., Chartered Accountants, will retire at the forthcoming annual General Meeting and is eligible for re-appointment. Members are requested to appoint M/s. A.N. Damania & Co., as Statutory Auditors of the Company. The Auditors M/s. A.N. Damania & Co., have referred to certain qualifications to their Audit Report and to notes forming part of Accounts in their report to the members. The qualifications and notes referred to by Auditors are self explanatory. INDUSTRIAL RELATIONS

The Industrial Relations continued to be cordial during the year under review. ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continued co-operation by the Company’s Bankers and Financial Institutions and the support given by the Company’s valued customers. The Board also express its sincere appreciation to the commitment and dedicated employees at all levels. Last but not least the Board places on record their gratitude to the Investors, Depositors, Clients and Shareholders of the Company.

On behalf of the Board of Directors

PLACE: MUMBAI A.H.Dawoodani M. M. Gadgil DATE :14

th August 2014 Managing Director Director

MANAGEMENT DISCUSSION AND ANALYSIS Overview Management discussion and analysis of financial condition and results of operations include forward looking statements based on certain assumptions and expectations of future events. The Company cannot assure that these assumptions and expectations are accurate. Although the management has considered future risks as part of the discussions, future uncertainties are not limited to the management perceptions. The financial statements have been prepared in compliance with the requirements of the Companies Act, 1956 and Generally Accepted Accounting Principles (GAAP) in India. The Management of the Company accepts responsibility for the integrity and objectivity of these financial statements, as well as for various estimates and judgments used therein. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, in order that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present the Company’s state of affairs and profits for the year. The following discussion may include forward looking statements, which may involve risks and uncertainties, including but not limited to the risks inherent to Company’s growth strategy, dependency on certain clients, dependency on availability of qualified technical personnel and other factors discussed in this report. Industry structure and developments The Company is engaged in the manufacturing Calcium Carbonate, which is used as input material in various industrial sectors such as Tooth Paste, Pharmaceuticals, PVC products, Rubber, Plastic, Polymer, Cable, Leather, Paper and Paints etc. The Calcium Carbonate Industry comprises organized and un-organized sectors. The unorganized sector consists of small and tiny units which are out of the purview of paying Excise Duty etc. Your Company is one the largest producer of Calcium Carbonate in the Country and operating in the sector since 1976. The Company operates two manufacturing plants one in Raigad District, Maharashtra and in Paonta Sahib, Himachal Pradesh. Opportunities and Threats The Company’s products are well accepted in the market. The cost reduction plans of the company have provided an edge to the company to compete with unorganized sector. The company continues to face competition from other big players and other unorganized players in calcium carbonate industry. The high cost of funding and the competitors from the existing players could affect the profitability and growth of the company to a certain measure.

Outlook The Company is exploring overseas market for its products and optimistic to achieve good results. The growth in industrial output and increase in investment in core and infrastructure sector should improve the sentiments of Economy. The growth in other sectors would also follow which in turn would increase the prospects of the company.


PLACE: MUMBAI A. H. Dawoodani M. M. Gadgil DATE :14

th August, 2014 ManagingDirector Director


REPORT ON CORPORATE GOVERNANCE

In terms of clause 49 of the listing agreement with the Stock Exchanges, a report on Corporate Governance is given below: 1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE: The Company has adopted good corporate governance practices and ensures compliance with all relevant laws and regulations. It has led to the satisfaction and transparency to the shareholders. Company's philosophy is concerned with ethics, values, morals and social responsibility of the Company. The Company remains accountable to shareholders and other beneficiaries for their actions. The Company conducts its activities in a manner that is fair and transparent and perceived to be such by others. 2. BOARD OF DIRECTORS

The present strength of Board consist 5 Directors comprising 1 Executive and 4 non-executive Directors. During the financial year ended on 31.3.2014, 8 Board meetings were held on 30.04.2013, 30.5.2013, 25.6.2013, 30.07.2013, 30.8.2013, 30..9.2013, 30.10.2013,& 30.01.2014. The attendance of each Director at the Board Meetings and last Annual General Meeting (AGM) and number of other Directorship and Membership/Chairmanship of Committee are as follows:

Name of the Director Attendance Particulars

No. of directorship/and Committee Membership / Chairmanship in other Companies

Board

Meetings

Last AGM

Directorship in private

Companies

Directorship in public Comp

anies

Committee Member or Chairman

Committee Chairman-ships

Mr. A.H. Dawoodani Promoter / Non Independent / Executive

8 Yes 3 2 Nil Nil

Mr. B. A. Mujawar Non Executive , Independent

0 No Nil Nil Nil Nil

Mr. M. M. Gadgil Non Executive , Independent

8 Yes Nil Nil Nil Nil

Mr. K. S. Varadhan Non Executive , Independent

8 Yes Nil Nil Nil Nil

Mrs. Shahnaz A. Dawoodani Non-Executive, Non Independent

8 Yes 3 2 Nil Nil

3. Brief profile of re-appointment of Director in compliance with Corporate Governance In compliance with Clause 49 IV(G) of Listing Agreement, brief resume, expertise and details of other directorship, membership in committees of Directors of other companies and shareholding in the Company of the Directors proposed to be re-appointed are given in the Annexure A of forming part of Notice. 4. AUDIT COMMITTEE

The Audit Committeecomprised 4 Directors viz Mr. M.M.Gadgil, Mr. K. S. Varadhan, Mr. B.A. Mujawar& Mr. A.H. Dawoodani. Mr. M.M. Gadgil is the Chairman of the Commiittee. Except Mr. A.H.Dawoodani, all other Directors are Non-Executive and Independent Directors. During the financial year under review, 5 meetings were held on 30.05.2013, 30.07.2013, 30.10.2013 & 30.01.2014.

5. STAKEHOLDERS’ GRIEVANCE COMMITTEE

The Share Transfer and Investors’ Grievance Committee till the year ended 31st March, 2014 comprises of 3 Directors

viz. Mr. A.H.Dawoodani, MD, Mr. M. M. Gadgil& Mrs. Shahnaz A. Dawoodani. The Committee meets for approval of transfers, transmissions, issue of duplicate share certificates and consolidation of shares etc. as and when such requests are received. The Committee also reviews the statusof Investor Grievancesand recommendsmeasure toimprove in solving Investor Services.

6. NOMINATION AND REMUNERATION COMMITTEE

The Board has set up Nomination and Remuneration Committee on 30th

May, 2014. There was no Remuneration Committee till 30

th May, 2014. Mr. K. S. Varadhan is the Chairman of the Committee and Mr. M. M. Gadgil and Mrs.

Shahnaz A. Dawoodani are the other members of the Committee. At present Directors are not paid sitting fees for attending Board and Committee meetings. During the year ended on 31

st March, 2014, no remuneration paid to the Managing Director.

7. GENERAL BODY MEETINGS

The details of last three Annual General Meetings of the Company are given below:

Date AGM/ EGM

Venue Time No. of Special

Resolution

30.09.2013 AGM

Registered Office at 10, Light House Ground Floor, Sitaphalwadi, Mazgaon Mumbai – 400 010

10.00 a.m. 0

30.09.2012 AGM


10.00 a.m. 3

30.09.2011 AGM


10.00 a.m. 2

There were no proposals requiring special resolution to be passed through Postal ballot and also no Extra Ordinary General Meeting was held. 8. CODE OF CONDUCT

The Board of Directors has adopted a Code of Business Conduct and Ethics which is applicable to the Members of the Board and all employees in the Management grade. The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to conflict of interests, bribery and corruption, integrity of accounting and financial reporting, fair competition, Corporate Social Responsibility, concern for sustainable development / sustainable performance, concern for occupational health and safety, use of licensed software, email and internet connectivity and corporate communications.

All the Board Members and the senior management personnel have confirmed compliance with the Code.

9. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company. The Compliance Officer is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

10. DISCLOSURES:

a) There was no transaction of material nature with the Promoters, Directors, Management or their relatives during the financial Year of the Company, which could have potential conflict with the interests of the Company at large. However, the transactions detailed in Note no. 31 annexed to the Accounts may be considered as related party transactions.

b) The Company does not have a Whistle Blower Policy. All the same, no personnel of the Company have been denied access to the grievance redressal mechanism of the Company.

c) The Company is in Compliance with all the mandatory Provisions of Clause 49 of the Listing Agreement.

d) During the last three years no penalties or strictures were imposed by the Stock Exchanges or any other authorities.

e) None of the Non Mandatory requirements has been adopted by the Company 11. MEANS OF COMMUNICATION:

a) The Annual, half Yearly and quarterly results are regularly submitted to the Stock Exchange and published in accordance with the Listing Agreement.

b) Management Discussion and Analysis forms part of the Director's Report. 12. GENERAL INFORMATION FOR SHAREHOLDERS

i) AGM: Date, Time & Venue 30th

September, 2014 at 10.30 a. m Registered Office at Light House Building, Ground Floor Sitafalwadi, Mazgaon, Mumbai – 400 010

ii) Financial Year 1st April 2013 - 31

st March, 2014

iii) Book closure 26.09.2013 to 30.09.2013

iv) Dividend payment date No dividend recommended

v) Listing on Stock Exchange The Bombay Stock Exchange (BSE) vi) Listing fees paid for the year 2014-2015

vi) Dematerialisation of shares As on 31.03.2014,77.73%of total paid-up equity capital is dematerialized.

vii) ISIN of the Company for demat INE891G01011 viii) Registrar & Share Transfer Agent Big Share Services Private Limited

E/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka Andheri (East), Mumbai – 400 072

13. MARKET PRICE DATE: HIGH / LOW DURING EACH MONTH IN 2012 – 2013 ON BOMBAY STOCK EXCHANGE

Month High – Rs. Low – Rs. BSE Sensex April 2013 1.35 0.85 19504.18 May 2013 0.99 0.87 19760.30 June 2013 1.00 0.96 19395.81 July 2013 0.96 0.96 19345.70 August 2013 1.26 0.96 18619.72 September 2013 1.81 1.32 19379.77 October 2013 2.27 1.90 21164.52 November 2013 2.87 2.27 20791.93 December 2013 4.24 2.30 21170.68 January 2014 5.60 4.40 20513.85 February 2014 7.00 5.24 21120.12 March 2014 5.70 4.75 22386.27

14. DISTRIBUTION OF SHAREHOLDING AS ON 31.03.2014

No. of Equity Shares Held No. of

Shareholders

No. of Shares % Total

1 - 500

501 - 1000

1001 - 2000

2001 - 3000

3001 - 4000

4001 - 5000

5001 - 10000

10001 and above

4,742

245

83

36

19

20

21

37

648097

198960

131326

92001

65308

94555

157310

1902719

19.70

6.05

3.99

2.80

1.98

2.87

4.78

57.83

TOTAL 5,203 32,90,276 100.00

15. SHAREHOLDING PATTERN AS ON 31.03.2014 IS AS FOLLOWS :

SR.NO CATEGORY NO.OF

SHARES

HELD

% OF SHARE-

HOLDING

1.

2.

3.

4.

5.

6.

Promoters Holding

Indian Promoters and PersonsActing in concert

- Foreign Promoters

Banks, Financial Institutions / Insurance Cos.

Mutual Funds & UTI

Private Corporate Bodies

NRIs/OCBs

Clearing Members

Indian Public

1344501

--

64,000

3360

274760

56,450

1851

1545354

40.86

--

1.95

0.10

8.35

1.72

0.00

47.02

TOTAL 3290276 100.00


A.H. DAWOODANI

Managing Director

MUMBAI DATED :14

th August 2014

ANNEXURE TO CORPORATE GOVERNANCE REPORT

Declaration regarding affirmation of Code of Conduct

In terms of the requirements of the Clause 49 of the Listing Agreement, this is to confirm that all the members of the Board and the senior management personnel have affirmed compliance with the Code of Conduct for the year ended 31

st March,

2013.

A.H. DAWOODANI Managing Director Mumbai Dated: 14

th August 2014

Auditors’ Certificate on compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement.

To the members of Lime Chemicals Ltd. We have examined the compliance of the conditions of Corporate Governance by LIME CHEMICALS LIMITED (the Company) for the year ended 31

st March 2014, as stipulated in Clause 49 of the Listing Agreement of the said Company

with the Stock Exchange. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to a review of 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 the information and according to the explanations given to us and representation made by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. On the basis of certificate issued by the Managing Director of the Company, we state that, there were no investor’s grievances remained 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 A.N. DAMANIA & CO. Chartered Accountants

Firm Reg. No. 102077W

AshvinDamania M.No. 040166 Proprietor

Mumbai

Date: 14th

August 2014


Compliance Certificate The Members Lime Chemicals Limited 10, LightHouseBuilding, Ground Floor Sitaphalwadi, Mazgaon Mumbai – 400 010 I have examined the registers, records, books and papers of M/s. Lime Chemicals Limited, as required to be maintained under the Companies Act, 1956 (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31

st

March 2014.

In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the Company, its officers, I certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as per the provisions and the rules made there under and all entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure ‘B’ to this certificate with the Registrar of Companies.

3. The Company, being a public limited company, comments as per Sec. 3 (1) (iii) of the Act are not required.

4. The Board of Directors duly met 8 (Eight) times on 30.04.2013, 30.05.2013, 25.06.2013, 30.07.2013, 30.08.2013, 30.09.2013, 30.10.2013, & 30.01.2014, in respect of which meetings proper notices were given and the resolutions passed were recorded in the Minutes Book maintained for the purpose.

5. The Company closed its Register of Members from 27th September 2013 to 30th September 2013 (both days inclusive) during the financial year.

6. The Annual General Meeting for the financial year ended on 31.03.2013 was held on 30th September 2013 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.

7. No extra ordinary general meeting was held during the financial year. 8. It was informed that the Company has not advanced any loans to its directors and/or persons

or firms or companies referred in the Section 295 of the Act during the financial year. 9. It was informed that the transactions entered with the related parties are in the normal course

of business and there were no contracts to be entered during the financial year falling within the provisions of Section 297 of the Act.

10. It was informed that necessary entries have made wherever applicable in the register maintained under Section 301 of the Act.

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

12. That i) the Company has not deposited any amount in a separate bank account as no dividend

was declared during the financial year. ii) The Company was not required to post any warrants to the members as no dividend was

declared during the financial year. iii) There are no amount lying in unpaid dividend account, application money due for refund,

matured deposits and debentures and the interest accrued thereon and no amount has remained unclaimed or unpaid for a period of seven years for the requirement to transfer to Investor Education and Protection Fund.

iv) The requirement of Section 217 of the Act has been duly complied with.

13. The Board of Directors of the Company is duly constituted and the appointment of directors has been duly made. There was an appointment of director during the financial year.

14. The Company has not appointed any sole selling agents during the financial year. 15. The Company was not required to obtain any approvals of the Central Government, Company

Law Board, Regional Director, Registrar or such other authorities as may be prescribed under the various provisions of the Act during the financial year.

16. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under.

17. The Company has not issued any shares, debentures or other securities during the financial year.

18. The Company has not bought back any shares during the financial year. 19. There was no redemption of preference shares / debentures during the financial year.

20. There were no transactions necessitating the Company to keep in abeyance rights to dividend, rights shares and bonus shares pending registration of transfer of shares.

21. The Company has renewed deposits including unsecured loans falling within the purview of Section 58A without complying the provisions of the Act during the financial year and no filings has done in respect of the same.

22. The Company has not altered the provisions of the memorandum with respect to the name, share capital, situation of the registered office from one state to another during the year under scrutiny.

23. The Company has not altered its Articles of Association during the financial year. 24. It was informed that there were no prosecution initiated against or show cause notices

received by the company and no fines or penalties or any other punishments was imposed on the company during the financial year for offences under the Act.

25. The Company has not received any amount as security from its employees during the financial year.

26. The Company has not created any trust as defined in Section 418 of the Act, hence the said section is not applicable.

P.V.Ramaswamy Company Secretary Membership No. 1708 C.P. No. 2087 Date: July 21, 2014

Annexure ‘A’ Registers as kept by the Company: Statutory Registers: 1. Register of members u/s. 150 2. Register of share transfer u/s. 108 3. Register of Directors, Managing Director, Secretary u/s. 303 4. Register of Directors shareholding u/s. 307 5. Minutes Books of General Meetings and Board Meetings u/s. 193 6. Register of Charges u/s. 143 7. Books of Account u/s. 209 8. Registers and Returns u/s. 163 9. Register of Disclosure of Interest of Directors. Annexure ‘B’ Forms and Returns as filed by the Company with the Registrar of Companies or other authorities, during the financial year ending on 31

st March, 2014

S. No.

Form/Return No.

U/S. Description Date of filing

1 Form 32 303(2), 264(2) Director appointment 25.06.2013 2 Form 17 138 & 600 Satisfaction of Charges 19.08.2013 3 Form 32 303(2), 264(2) Director resignation 18.10.2013 2 Form 66 383A Compliance Certificate 14.10.2013 4 Form 23 192 Special Resolution 18.10.2013 5 Form 25C 269(2) Appointment of Managing Director 18.10.2013 3 Form 20B 159 Annual Return 18.10.2013 4 Form 23 AC &

23 ACA XBRL 220 Balance Sheet and Profit & Loss Account for the year

ended 31.3.2013 18.10..2013

P.V.Ramaswamy Company Secretary Membership No. 1708 C.P. No. 2087 Place: Mumbai Date: July 21, 2014

Independent Auditor’s Report to the Members of LIME CHEMICALS LIMITED Report on the Financial Statements We have audited the accompanying financial statements of Lime Chemicals Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation of these statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (“the Act”) read with the General Circular 15/2013 dated 13

th September, 2013 of the Ministry of

Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion. Basis for Qualified Opinion In our opinion, the qualification is material, but not pervasive to the financial statements.

As stated in Note No. 42, the Company has accepted deposits amounting to Rs. 637.08 lac without complying the

provisions of Section 58A of the Act. Qualified Opinion In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) in the case of the Statement of Profit and Loss of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as

appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement comply

with the accounting standards notified under the Companies Act, 1956 read with the General

Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of

section 133 of the Companies Act, 2013; e) On the basis of written representations received from the directors, as on 31

st March, 2014 and taken on

record by the Board of Directors, two of the directors are disqualified as on 31st March, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act.

For A. N. Damania & Co. Chartered Accountants Firm Reg. No.102077W Ashvin Damania Proprietor M. No. 040166 Date: 30

th May, 2014

Place: Mumbai Annexure to Independent Auditor’s Report Referred to in Paragraph 1 under the heading of “Report on Other Legal and Regulatory Requirements” of our report of even date

(i)

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year. As explained to us no discrepancies were noticed on such verification.

(c) The Company has not disposed off any fixed assets and hence this clause of paragraph 4 of the Order is not applicable.

(ii) (a) The inventories have been physically verified 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 size of the Company and the nature of its business;

(c) The Company is maintaining proper records of inventories. No material discrepancy was noticed between physical verification of stocks and book records.

(iii)

(a) During the year, the Company has not granted any loans, secured or unsecured, to the companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956 and hence clauses (iii.a) to (iii.d) of paragraph 4 of the Order are not applicable.

(b) During the year, the Company has taken interest free unsecured loan from one party listed in the register

maintained under Section 301 of the Companies Act, 1956 amounting to Rs. 67.42lac. The year end balance of

such loan was Rs. 855.32 lac. (Maximum amount outstanding during the year was Rs. 925.32 lac). The year end

balance of unsecured loans taken earlier from three parties listed in the Register maintained under section 301 of

the Companies Act, 1956 was Rs. 676.09 lac. (Maximum amount outstanding during the year was Rs. 717.72 lac).

(c) Since the unsecured loans taken are interest free, the same are not prima-facie prejudicial to the interest of the Company.

(d) Since the unsecured loans taken are interest free, there is no payment of interest. No stipulations have been made regarding repayment of the principal amount.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control

procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and sale of goods. During the course of our audit, we have neither come across nor have we been informed of any major weaknesses in the aforesaid internal control procedures.

(v) (a) According to the information and explanations given to us, the contracts that need to be entered into the Register

maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) Where each of such transaction is in excess of Rs. 5 lac in respect of any party, the transactions have been made

at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not complied with the provisions of section 58A and 58AA of the Act and Companies (Acceptance of Deposits) Rules, 1975 with regard to the acceptance/renewal/repayment of the deposits accepted from the public, maintenance of liquid assets, advertisements, statement in lieu of advertisement and filing its Annual Return of Deposits.

(vii) The Company did not have an internal audit system commensurate with its size and nature of its business. The Company did not have any independent internal auditor.

(viii) According to the information and explanations given to us, the Central Government has prescribed maintenance of cost records u/s.209(1)(d) of the Companies Act, 1956. However, the Company has not maintained the cost records during the year.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us the

Company has not been regular in depositing with the appropriate authorities undisputed dues, including provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable to it.

(b) According to the information and explanations given to us by the management and the records of the Company examined by us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31

st

March, 2014 for a period of more than six months from the date they became payable except sales tax amounting

to Rs. 338.69 lac, provident fund amounting to Rs. 64.16 lac, income tax amounting to Rs. 20.07 lac,staff

profession tax amounting to Rs. 0.58 lac, excise/service tax amounting to `16.92 lac and employees’ state

insurance amounting to Rs. 13.91 lac.

(c) According to the information and explanations given to us and the records of the Company examined by us,

disputed amounts in respect of the aforesaid dues which have not been deposited as at 31st March 2014 are

given below. Name of Statute Nature of the Dues Amount (Rs.) Period to which

amount relates Forum where dispute is pending

Income Tax Act, 1961

Income Tax 2,017,000/- A.Y 1994-95 Delhi High Court


Income Tax 469,000/- A.Y 1997-98 Delhi High Court


Income Tax 6,410,000/- A.Y 2005-06 Income Tax Appellate Tribunal


Income Tax(penalty u/s271(i)(C)

25,15,770/- A.Y 2005 -06 Commissioner of Income Tax (Appeals)

Bombay Sales Tax Act, 1959/ Central Sales Tax Act, 1956

BST/CST 9,134,000/- F.Y 2004-05 Joint Commissioner of Sales Tax (Appeals)

Profession Tax Act, 1975

Profession Tax 8,72,555/- F.Y 2005-06 to 2009-10

Joint Commissioner of Profession Tax (Appeal)

(x) The Company has accumulated losses at the end of the financial year which is more than fifty per cent of its net worth.

The Company has not incurred cash losses during the financial year covered by our audit. However, the Company has incurred cash losses in the immediately preceding financial year.

(xi) The Company has defaulted in repayment of dues to bank/financial institutions. The amount of default towards

principal is Rs. 124.15 lac for the period 2007-08 to 2013-14 and interest is Rs. 343.28 lac for the period 2007-08 to

2013-14. The Company does not have any debenture holders.

(xii) As per the books and records of the Company examined by us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund/society. Hence, clause (xiii) of paragraph

4 of the Order is not applicable.

(xiv) During the year the Company had not dealt in or traded in shares, securities, debentures or other investments. All shares, debentures and other investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has given corporate guarantee for loans

taken from ICICI Bank by Himachal Polyolefins Ltd. However, terms and conditions thereof are not prejudicial to the interest of the Company.

(xvi) On the basis of our review and related information and explanation as made available to us the Company has not

taken any term loans during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the

Company, we report that funds raised on short term basis amounting to Rs. 2,394.92 lac have been used for long term

investments. (xviii) The Company has not made any preferential allotment of shares during the year and hence, clause (xviii) of

paragraph 4 of the Order is not applicable. (xix) The Company has neither issued any debentures during the year nor has any outstanding debenture as at year end

and hence, clause (xix) of paragraph 4 of the Order is not applicable. (xx) The Company has not raised any money by way of public issue during the year and hence, clause (xx) of paragraph 4

of the Order is not applicable. (xxi) According to the information to and explanations given to us, no fraud on or by the Company has been noticed or

reported during the course of the audit. For A. N. Damania & Co. Chartered Accountants Firm Reg. No.102077W Ashvin Damania Proprietor M. No. 040166 Date: 30

th May, 2014

Place: Mumbai


Balance Sheet as at 31 March, 2014

Particulars

Note No.

As at 31st March, 2014 As at 31st March, 2013

Rupees Rupees A EQUITY AND LIABILITIES

1 Shareholders’ Funds

(a) Share Capital 2 3,25,66,005 3,25,66,005 (b) Reserves and Surplus 3 -42,79,24,997 -49,79,44,792 -39,53,58,992 -46,53,78,787 2 Non-Current Liabilities (a) Long-Term Borrowings 4 24,55,98,288 24,81,00,857 (b) Deferred Tax Liabilities (net) 5 89,57,732 1,59,10,506 (c) Other Long-Term Liabilities 6 2,07,97,921 4,00,000 (d) Long-Term Provisions 7 46,42,320 44,23,583 27,99,96,261 26,88,34,946 3 Current Liabilities (a) Short-Term Borrowings 8 2,24,86,081 4,59,16,190 (b) Trade Payables 9 9,52,79,397 13,06,33,963 (c) Other Current Liabilities 10 16,95,42,188 23,65,46,239 (d) Short-Term Provisions 11 28,74,611 38,56,146 29,01,82,277 41,69,52,538 17,48,19,546 22,04,08,697

B ASSETS 1 Non-current Assets (a) Fixed Assets (i) Tangible Assets 12 10,43,78,155 11,86,60,939 (ii) Intangible Assets 12 70,351 93,801 (iii) Capital Work-in-progress 17,07,269 - 10,61,55,775 11,87,54,740 (b) Non-Current Investments 13 89,203 89,203 (c) Long-Term Loans and Advances 14 1,13,57,254 1,07,72,064 (d) Other Non-Current Assets 15 65,27,529 - 12,41,29,761 12,96,16,007 2 Current Assets (a) Inventories 16 1,46,05,415 2,89,02,747 (b) Trade Receivables 17 3,04,36,628 5,57,93,519 (c) Cash and Cash Equivalents 18 34,15,927 33,83,429 (d) Short-Term Loans and Advances 19 22,20,193 25,29,929 (e) Other Current Assets 20 11,622 1,83,066 5,06,89,785 9,07,92,690 17,48,19,546 22,04,08,698

Significant Accounting Policies and Notes on Accounts

1-45

As Per Our Attached Report Of Even Date

For A. N. Damania & Co. For and on behalf of the Board of Directors

Chartered Accountants Firm Reg No : 102077W Ashvin Damania A. H. Dawoodani M. M. Gadgil Proprietor Managing Director Director Membership No.: 040166

Place : Mumbai Place : Mumbai

Date : 30th May 2014 Date : 30th May 2014


Statement of Profit and Loss for the year ended 31st March, 2014

Particulars

Note No.

For the year ended 31st March, 2014

For the year ended

31st March, 2013

Rupees Rupees CONTINUING OPERATIONS

1 Revenue from Operations (net) 21 27,33,90,627 27,54,47,908

Other Income 22 7,03,04,436 8,39,335

Total Revenue 34,36,95,064 27,62,87,243

2 Expenses

Cost of Materials Consumed 23 15,90,98,857 17,98,03,190

Changes in Inventories 24 59,95,315 (61,32,132)

Employee Benefits Expense 25 3,48,85,067 2,86,79,970

Finance Costs 26 1,06,36,424 26,95,929

Depreciation and Amortisation Expense

12 2,04,07,476 1,98,52,023

Other Expenses 27 9,13,63,731 9,82,77,070

Total Expenses 32,23,86,869 32,31,76,051

3 Profit / (Loss) before Tax 2,13,08,195 -4,68,88,808

4 Tax Expense:

(a) Current Tax - -

(b) Deferred Tax -69,52,774 -27,40,926

-69,52,774 -27,40,926

5 Profit / (Loss) for the year 2,82,60,969 -4,41,47,882

6 Earnings per share (Face Value of Rs.10/- each):

Basic 8.68 -13.56

Diluted 8.59 -13.42

Significant Accounting Policies and Notes on Accounts

1-45

As Per Our Attached Report Of Even Date On behalf of the Board of Directors #########2,70,36,785 For A. N. Damania & Co.

Chartered Accountants

Firm Reg No : 102077W Ahmed H. Dawoodani

Managing Director

M. M. Gadgil

Ashvin Damania Director

Proprietor

Membership No.: 040166

Place : Mumbai Place : Mumbai

Date : 30th May 2014 Date : 30th May 2014


Cash Flow Statement for the year ended 31st March 2014

( (Amount in Rs.)

PARTICULARS 2013 - 14 2013 - 14 2012 – 13 2012 - 13

Rupees Rupees Rupees Rupees

A. Cash flows from operating activities

Net profit/(loss) before taxation

2,13,08,195

(4,68,88,808)

Adjustments for:

Depreciation 2,04,07,476 1,98,52,023

Miscellaneous Expenditure written off - 587

Interest on borrowings 1,06,36,424 26,95,929

Interest income (6,48,165)

(10,607)

Dividend Income (1,080) (82)

3,03,94,654

2,25,37,850

Operating profit before working capital changes

5,17,02,849

(2,43,50,958)

Adjustments for:

Increase / (Decrease) in Other Long Term Liabilities 2,03,97,921

(10,00,000)

Increase / (Decrease) in Long Term Provisions 2,18,737

(6,63,353)

Increase / (Decrease) in Other Current Liabilities & Trade

Payables

(10,23,58,617)

4,27,26,339

Increase / (Decrease) in Short Term Provisions (9,81,535)

(14,15,919)

(Increase)/ Decrease in Long Term Loans & Advances (5,85,190)

38,67,153

(Increase)/ Decrease in Other Non Current Assets (65,27,529) -

(Increase)/ Decrease in Inventories 1,42,97,332

(65,35,749)

(Increase)/ Decrease in Trade Receivables 2,53,56,891

(2,62,53,459)

(Increase)/ Decrease in Short Term Loans & Advances 3,09,736

(8,86,408)

(Increase)/ Decrease in Other Current Assets. 1,71,444

1,23,945

(4,97,00,810)

99,62,549

Cash generated from operations

20,02,039

(1,43,88,408)

Less : Taxes paid (net of refunds) -

-

Cash flow before extraordinary item

20,02,039

(1,43,88,408)

Add/ Less: Extra-ordinary items -

-

Net cash from operating activities (A)

20,02,039

(1,43,88,408)

B. Cash flows from investing activities

Purchase of fixed assets and addition to Capital Work in Progress (78,08,510)

(39,70,830)

Sale of Fixed asset -

Interest received (Net of TDS) 6,48,165 10,517

Dividend Income 1,080 82

(71,59,264)

(39,60,231)

Net cash used for investing activities (B)

(71,59,264)

(39,60,231)

C. Cash flows from financing activities

Repayment of Long Term Borrowings (25,02,569)

7,24,57,823

Repayment of Short Term Borrowings (2,34,30,110)

(8,32,70,363)

Interest paid (1,06,36,424)

(3,65,69,103)

(26,95,929)

(1,35,08,468)

(3,65,69,103)

(1,35,08,468)

Cash Flow From Extraordinay Item

4,17,58,826

3,23,78,580

Net cash from financing activities ( C)

51,89,723

1,88,70,112

Net increase in cash and cash equivalents (A+B+ C)

32,498

5,21,473

Cash and cash equivalents at beginning of period

33,83,429

28,61,956

Cash and cash equivalents at end of period

34,15,927

33,83,429

For A. N. Damania & Co. For and on behalf of the Board of Directors

Chartered Accountants Firm Reg No : 102077W Ashvin Damania A. H. Dawoodani

M. M. Gadgil

Proprietor Managing Director

Director

Membership No.: 040166 Place : Mumbai Place:

Mumbai

Date : 30th May 2014 Date: 30th May 2014


CORPORATE INFORMATION

The Company is engaged in the manufacturing Calcium Carbonate. It is used as input material in various industrial sectors including Tooth Paste, Pharmaceuticals, PVC products, Rubber, Plastic, Polymer, Cable, Leather, Paper and Paints.

SIGNIFICANT ACCOUNTING POLICIES

A Basis of Preparation of Financial Statements The accounts have been prepared on the accrual basis of accounting, under historical cost convention and in accordance with the generally accepted accounting principles, Companies Accounting Standards notified by the Central Government of India under the Companies (Accounting Standards) Rules, 2006 and the provisions of Companies Act, 1956, except where otherwise stated. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

B Use of Estimates The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.

C Fixed Assets (Tangible) and Depreciation Fixed Assets are carried on at cost of acquisition less accumulated depreciation and impairment loss, if any. Cost comprise purchase price, all direct expenses relating to the acquisition and installation and any attributable cost (net of Modvat/Cenvat) of bringing the asset to its working condition for the intended use. Depreciation has been provided on straight line method of depreciation at the rates prescribed under Schedule XIV to the Companies Act, 1956. Assets

costing less than ` 5,000/- each are fully depreciated in the year of capitalisation. Depreciation in respect of assets

acquired / purchased during the year has been provided on pro rata basis according to the period such asset was put to use.

D Fixed Assets (Intangible) and Amortization Intangible Assets are stated at cost of acquisition less accumulated amortization. Intangible Assets are amortized over a period of 5 years on straight line basis.

E Impairment of Assets

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

F Foreign Currency Transactions

Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction or that approximates the actual rate at the date of the transaction. Monetary items denominated in foreign currencies at the year end are restated at year end rates. Any income or expense on account of exchange difference either on settlement or on translation is recognised in the Statement of Profit and Loss except in case of long term liabilities, where they relate to acquisition of fixed assets, in which case they are adjusted to the carrying cost of such assets.

G Investments Investments intended to be held for more than one year are classified as non-current investments and are carried at cost of acquisition inclusive of other attributable expenses. Diminution in the value of such investments is written off / provided for, as the case may be if such diminution is of other than temporary nature. Current Investments are carried at lower of cost or net realizable value.

H Inventories

Inventories are valued at cost (FIFO) or net realizable value whichever is less. Cost comprises all cost of purchase, cost of conversion, and cost incurred to bring inventories to present location and condition. Finished goods valuation include appropriate proportion of overheads and, where applicable, excise duty.

I Revenue Recognisition Revenue is recognised to the extent that it can be reliable, measured and is appropriate to the economic benefits that will flow to the company. Sales are recognised, net of returns and trade discounts, on transfer of significant risks and rewards of ownership to the buyer, which generally coincides with the delivery of goods to customers. Export benefits are accounted when realized / received. Dividend income is recognized when right to receive is established.

J Employee Benefits The Company’s contribution to Provident fund is charged to the Statement of Profit and Loss. The Gratuity and Leave Encashment liability, which are defined benefit plans, are provided on the basis of actuarial valuation as on balance sheet date and same are unfunded.

K Borrowing Cost Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are recognized as an expense in the period in which they are incurred.

L Leases

Where the Company as a lessor leases assets under finance leases, such amounts are recognised as receivables at an amount equal to the net investment in the lease and the finance income is recognised based on a constant rate of return on the outstanding net investment. Assets leased by the Company in its capacity as lessee where substantially all the risks and rewards of ownership vest in the Company are classified as finance leases. Such leases are capitalised at the inception of the lease at the lower of the fair value and the present value of the minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year. Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor are recognised as operating leases. Lease rentals under operating leases are recognised in the Statement of Profit and Loss on a straight-line basis.

M Cash Flow Statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

N Earnings Per Share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.

O Provision for Taxation Provision for taxation is made for the income tax liability as per the provisions of the Income Tax Act, 1961. Deferred Tax is recognized on timing differences being the differences between the taxable incomes and accounting incomes that originate in one period and are capable of reversal in one or more subsequent period, at the current rate of tax. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised only if there is virtual certainty that there will be sufficient future taxable income available to realise such assets. Deferred tax assets are recognised for timing differences of other items only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. Deferred tax assets are reviewed at each Balance Sheet date for their realisability.

P Provisions, Contingent Liabilities and Contingent Assets The Company recognizes a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made. Contingent Assets are neither recognized nor disclosed in the financial statements.


Notes forming part of the financial statements for the year ended 31st March, 2014

Note 2 Share Capital

Particulars As at 31st March, 2014 As at 31st March, 2013 Number of

shares Rupees Number of

shares Rupees

(a) Authorised

Equity shares of Rs.10/- each with voting rights 75,00,000 7,50,00,000 75,00,000 7,50,00,000

(b) Issued


(c) Subscribed and Fully Paid-up


Total 32,27,378 3,22,73,780 32,27,378 3,22,73,780 (d) Subscribed but not Fully Paid up

Equity shares of Rs.10/- each with voting rights 62,898 6,28,980 62,898 6,28,980

Less: Calls in Arrears

Equity shares of Rs.10/- each with voting rights 62,898 3,36,755 62,898 3,36,755

Total 2,92,225 2,92,225 Total Share Capital 3,25,66,005 3,25,66,005

(i) Details of shares held by each shareholder holding more than 5% shares Class of shares / Name of shareholder As at 31st March, 2014 As at 31st March, 2013

Number of

shares % holding Number of

shares % holding

Equity shares with voting rights

H. I. Dawoodani - - 5,42,122 16.48%

A. H. Dawoodani 6,63,912 20.18% - -

S. A. Dawoodani 3,64,767 11.09% - -

S. H. Dawoodani - - 1,90,530 5.79%

(ii) Reconciliation of the number of shares with voting rights and amount outstanding at the beginning and at the end of the

reporting period: Particulars As at 31st March, 2014 As at 31st March, 2013

Number of

shares Rupees Number of

shares Rupees

Subscribed & Fully Paid up

Equity Shares at the beginning of the year 32,27,378 3,22,73,780 32,27,378 3,22,73,780

Add : Shares issued - - - -

Less : Shares cancelled - - - -

Equity Shares at the end of the year 32,27,378 3,22,73,780 32,27,378 3,22,73,780

Subscribed but not Fully Paid up

Equity Shares at the beginning of the year 62,898 2,92,225 62,898 2,92,225

Add : Shares issued - - - -

Less : Shares cancelled - - - -

Equity Shares at the end of the year 62,898 2,92,225 62,898 2,92,225

(iii) Details of calls unpaid

Particulars As at 31st March, 2014 As at 31st March, 2013

Number of

shares Rupees Number of shares Rupees

Equity shares with voting rights Aggregate of calls unpaid *

- by others 62,898 3,36,755 62,898 3,36,755

* Pertains to financial year 2004-05


Notes forming part of the financial statements for the year ended 31st March, 2014

Particulars As at As at

31st March, 2014 31st March, 2013

Rupees Rupees

(a) Capital Reserve

Opening Balance 17,22,225 17,22,225

Add: Additions during the year - -

Less: Utilised / transferred during the year - -

Closing Balance 17,22,225 17,22,225

(b) Securities Premium Account

Opening Balance 3,05,81,351 3,05,81,351

Add : Premium on shares issued during the year - -

Less : Utilised during the year - -

Closing Balance 3,05,81,351 3,05,81,351

(c) General Reserve

Opening Balance 8,37,07,442 5,13,28,862

Add :Addition during the Year : * 4,17,58,826 3,23,78,580

Less: Utilised / transferred during the year - -

Closing Balance 12,54,66,268 8,37,07,442

(d) State Subsidy Reserve

Opening Balance 27,86,000 27,86,000

Add: Additions / transfers during the year - -

Less: Utilisations / transfers during the year - -

Closing Balance 27,86,000 27,86,000

(e) Surplus / (Deficit) in Statement of Profit and Loss Opening Balance (61,67,41,810) (57,25,93,927)

Add: Profit / (Loss) for the year 2,82,60,969 (4,41,47,882)

Closing Balance (58,84,80,841) (61,67,41,810)

Total (42,79,24,997) (49,79,44,792)

Note 4: Long-Term Borrowings



Rupees Rupees

(a) Term Loans

From Banks

Secured * - 6,20,98,450

Unsecured - -

From Other Parties -

Secured ** 2,53,342 22,98,342

Unsecured - 23,80,000

(b) Deferred Payment Liabilities -

Secured - -

Unsecured 2,55,88,820 2,55,88,820

(c ) Deposits

Secured - -

Unsecured 27,50,000 27,50,000

(d) Loans and advances from related parties

Secured - -

Unsecured 15,36,17,842 15,06,40,206

(e) Long-term maturities of Public Deposit

Secured - -

Unsecured # 23,41,812 23,45,038

(e) Other Loans

Secured - -

Unsecured 6,10,46,472 -

Total 24,55,98,288 24,81,00,857

Foot Note: *Includes Rs. Nil (P.Y. Rs. 2,098 thousand) from Development Credit Bank Ltd. ( DCB ) secured by way of first charge on pari passu basis on the Company's immovable properties and movable Plant & Machineries both present & future situated at Roha & Paonta factory and upto Rs.1,48,200 thousand including term loan and demand loans was guaranteed by two Directors of the Company. After loan balance have been settled under OTS, the charge amounting to `2500 thousand is cancelled from 30th July, 2013 vide MCA Memorandum dated 19th August 2013. *Includes Rs. Nil (P.Y. Rs. 60,000 thousand) from Axis Bank Ltd secured by way of first charge on pari passu basis on the Company's immovable properties and movable Plant & Machineries both present & future situated at Roha & Paonta factory and upto Rs. 60,000 thousand was guaranteed by one Director of the Company and one Ex-Director of the Company. ** Rs.253 thousand (P.Y. Rs. 2,298 thousand) from Pegasus Assets Reconstructions P Ltd Secured by Equitable Mortgage of Company Office Premises at New Delhi and upto Rs. 13,500 thousand is guaranteed by one Ex-Director of the Company .

Foot Note :

# Public Deposit repayable within three years

Default Statement :



Rupees Rupees

Term loans from banks

Secured

Principal - 6,20,98,450

Interest - 5,03,92,709

Term loans from other parties

Secured

Principal 2,53,342 22,98,342

Interest 37,43,399 37,43,399

Deferred payment liabilities

Unsecured

Principal 2,55,88,820 2,55,88,820

Interest - -

Deposits

Unsecured

Principal 27,50,000 27,50,000

Interest - 85,675

3,23,35,561 14,69,57,396

Note 5: Deferred Tax Liabilities (Net)


31st March, 2014

31st March, 2013

Rupees Rupees

Deferred Tax Liabilities 1,27,03,823 1,59,10,506

Deferred Tax Assets

Provision for Gratuity & Employee Benefits 15,46,430 -

Provision for Doubtful Debts 21,99,661 -

89,57,732 1,59,10,506

Foot Note : - Company has the accumulated losses and unabsorbed depreciation as on 31-3-2014. Also, the Company has registered itself under BIFR. Considering the same and in the absence of virtual certainty about future profit earning, no provision for deferred tax asset is made in the books as per AS 22- ‘Taxes on Income’.

Note 6: Other Long-Term Liabilities


31st March, 2014

31st March, 2013

Rupees Rupees

Others:

(i) Trade / security deposits received 4,57,785 4,00,000

(ii) Trade Payables (Other than SSI) 2,03,40,136 -

(iii) Advances from customers - -

2,07,97,921 4,00,000

Foot Note : The Company has not identified the information as required under the Micro, Small and Medium Enterprise Development Act, 2006 and accordingly, no provision for interest, if any, payable to the parties registered under MSEMD Act has been provided during the year.

Note 7 : Long-Term Provisions


31st March,

2014 31st March, 2013

Rupees Rupees

Provision for Employee Benefits:

(i) Provision for Leave Encashment 21,35,158 20,44,495

(ii) Provision for Gratuity 25,07,162 23,79,088

46,42,320 44,23,583

Note 8: Short-Term Borrowings


31st March, 2014

31st March, 2013

Rupees Rupees

(a) Loans Repayable on Demand

From banks

Secured * 1,24,14,971 3,30,74,868

Unsecured - -

From other parties

Secured - -


(b) Loans and advances from related parties

Secured - -


(c ) Deposits

Secured - -

Unsecured ** 1,00,71,110 1,04,58,950

Total 2,24,86,081 4,59,16,190

Foot Note : * includes Rs. Nil (PY Rs. 19,413 thousand) Development Credit Bank Ltd. (DCB) Working Capital facilities secured by hypothecation of Stocks and Book debts of the Company and also second charge on pari passu basis of the Company's immovable properties and movable Plant & Machineries both present and future situated at Roha and Paonta factory. In respect of DCB upto Rs. 1,48,200 thousand including term loan and demand loans is guaranteed by one Director and one Ex-Director of the Company. After loan balance have been settled under OTS, the charge amounting to Rs. 2500 thousand is cancelled from 30th July, 2013 vide MCA Memorandum dated 19th August 2013. *Includes Rs. 12,415 thousand (PY Rs. 13,661 thousand) from AxisI Bank Ltd. secured by way of first charge on pari passu basis on the Company's immovable properties and movable Plant & Machineries both present & future situated at Roha & Paonta factory and upto Rs. 15,000 thousand is guaranteed by one Director and one Ex-Director of the Company. ** Public Deposit repayable within one year Default Statement :


31st March, 2014

31st March, 2013

Rupees Rupees

(a) Loans repayable on demand

From banks Cash Credit

Secured

Principal 12,414,971 33,074,868

Interest 34,328,348 59,831,959

From other parties

Unsecured

Principal - 899,751

Interest - -

46,743,319 93,806,578

Note 9 Trade Payables


31st March, 2014

31st March, 2013

Rupees Rupees

Under MSMED - -

Others 95,279,397 130,633,963

Total 95,279,397 130,633,963

Foot Note :

- Micro, Small and Medium Enterprise Development Act, 2006 :

The Company has not identified the information as required under the Micro, Small and Medium Enterprise Development Act, 2006 and accordingly, no provision for interest, if any, payable to the parties registered under MSEMD Act has been provided during the year.

LIME CHEMICALS LIMITED Notes forming part of the financial statements for the year ended 31st March, 2014 Note 10 Other Current Liabilities


31st March, 2014

31st March, 2013

Rupees Rupees

Current maturities of long-term debt - 3,165,098 Current maturities of finance lease obligations

-

-

Interest accrued but not due on borrowings *

38,071,747

113,968,067

Interest accrued and due on Public Deposit

345,436

323,133

Unpaid dividends

-

398,746

Application Money received for allotment pending for Refund

20,300

20,300

Other Payables Statutory Dues 61,775,797 49,381,668 Security/Trade deposits received - 52,785 Advances from Customers 56,200,000 54,702,534 Other Expenses Payable 11,344,740 14,533,908 Overdrawn Bank Balances 1,784,168 -

Total 169,542,188 236,546,239

Foot Note : * on account of interest on the Loans which are presently under OTS scheme. No provision for the Interest on the said borrowing is made during the year. Management is of the opinion that no further provision for interest on the said borrowings is required to be made considering the OTS scheme finalized between the Company and concerned bank before the balance sheet date and under implementation. Note 11 Short-Term Provisions


31st March, 2014

31st March, 2013

Rupees Rupees

Provision for Employee Benefits:

Provision for Bonus - 593,204

Provision for Leave Encashment 184,406 238,455

Provision for Gratuity 177,902 342,427

Provision for VRS 1,056,051 -

Provision - Others:

Provision for Tax (net of advance tax ) 1,456,252 1,909,927

Provision for Other Contingencies - 772,134

Total 2,874,611 3,856,146

LIME CHEMICALS LIMITED Notes forming part of the financial statements for the year ended 31st March, 2014

Note : 12 Fixed Assets

(All Amounts in Rupees)

GROSS BLOCK DEPRECIATION NET BOOK

S

R. ASSETS AS AT

ADDITIO

NS

DED

UCTI

ON AS AT AS ON FOR THE

DEL

ETI

ON/ AS ON AS ON

N

O. 01.04.2013 DURING

DURI

NG 31.03.2014 1.4.2013 YEAR

DIS

POS

AL 31.03.2014 31.03.2014 31.03.2013

A Tangible Assets

1 Free Hold Land

7,680 - - 7,680 - -

- - 7,680 7,680

2 Lease Hold Land

1,499,442 - - 1,499,442

275,279

20,392

- 295,671 1,203,771 1,224,163

3 Building

41,300,198 - - 41,300,198

18,298,821

1,307,153

- 19,605,974 21,694,224 23,001,377

4

Plant &

Machinery

307,429,877

5,555,403 - 312,985,280

224,145,291

16,466,494

- 240,611,786 72,373,494 83,284,585

5

Furniture &

Fixture

10,462,324

447,578 - 10,909,902

6,850,083

481,203

- 7,331,287 3,578,615 3,612,240

6 Vehicles

7,255,832 - - 7,255,832

5,123,863

819,779

- 5,943,643 1,312,190 2,131,969

7

Office

Equipment

12,445,575

80,410 - 12,525,985

9,518,550

921,293

- 10,439,843 2,086,142 2,927,025

8

Electrical

Equipment

7,738,741

17,850 - 7,756,591

5,266,841

367,711

- 5,634,552 2,122,039 2,471,900

Total

388,139,669

6,101,241 - 394,240,910

269,478,728

20,384,025

- 289,862,756 104,378,155 118,660,939

B

Intangible

Assets

1

Computer

Software

175,346 - - 175,346 175,346 -

- 175,346 - -

2 Website Domain

117,251 - - 117,251

23,450

23,450

- 46,900 70,351 93,801

Total

292,597 - - 292,597

198,796

23,450

- 222,246 70,351 93,801

Grand Total

388,432,266

6,101,241 - 394,533,507

269,677,524

20,407,476

- 290,085,002 104,448,506 118,754,740

Previous Year

392,745,865

3,970,830 - 396,716,695

258,109,930

19,852,023

- 277,961,953 118,754,742 134,635,935

LIME CHEMICALS LIMITED Notes forming part of the financial statements for the year ended 31st March, 2014 Note 13 Non-Current Investments


31st March, 2014

31st March, 2013

Rupees Rupees

Other Investments

Investment in equity instruments Quoted

In Subsidiaries

-

-

In Other Entities

Fully Paidup

60 (P.Y. 60) Equity Shares of Rs. 10/- each of Reliance Industries Ltd.

1,000

1,000

6,300 (P.Y. 6,300) Equity Shares of Rs. 10/- each of Lloyd Finance Ltd.

260,490

260,490

1,200 (P.Y. 1,200) Equity Shares of Rs. 10/- each of Development Credit Bank Ltd.

74,400

74,400

8,39,700 (P.Y. 8,39,700) Equity shares of Rs. 10/- each of Regent Chemicals Ltd.

1

1 5,000 (P.Y. 5,000) Equity Shares of Rs. 10/- each of Goldcrest Corporation Ltd.

50,000

50,000

Unquoted

Fully Paidup

In Associates 3,14,750 (P.Y. 3,14,750) Equity Shares of Rs. 10/- each Silvo Liacal Chemicals Ltd.

3,005,700

3,005,700

In Other Entities

250 (P.Y. 250) Equity Shares of of Rs. 30/- each Bombay Mercantile Co-op Bank Ltd.

7,500

7,500

Total

3,399,091

3,399,091

Less: Provision for diminution in value of investments

3,309,888

3,309,888

Total

89,203

89,203

Foot Note : Aggregate amount of quoted investments 385,891 385,891 Aggregate market value of listed and quoted investments 237,869 102,855 Aggregate amount of unquoted investments 3,013,200 3,013,200 Aggregate amount of provision on investments 3,309,888 3,309,888

LIME CHEMICALS LIMITED Notes forming part of the financial statements for the year ended 31st March, 2014 Note 14 Long-Term Loans and Advances


31st March, 2014

31st March, 2013

Rupees Rupees

Capital Advances

Unsecured, Considered good 6,302,755 -

Security Deposits

Unsecured, Considered good 5,054,499 10,772,064

Total 11,357,254

10,772,064

Note 15 Other Non-Current Assets


31st March, 2014

31st March, 2013

Rupees Rupees

Long Term Trade Receivables Unsecured, Considered good 6,527,529 -

6,527,529 -

Note 16 Inventories (As certified by Management)


31st March, 2014

31st March, 2013

Rupees Rupees

Raw Materials 2,169,334 8,974,938

Finished Goods 1,157,403 7,152,718

Stores and Spares 8,624,804 8,384,366

Packing Material 2,653,875 4,390,725

Total 14,605,415 28,902,747

Note 17 Trade Receivables


31st March, 2014

31st March, 2013

Rupees Rupees

More than Six months


Others


30,436,628 55,793,519

LIME CHEMICALS LIMITED Notes forming part of the financial statements for the year ended 31st March, 2014 Note 18 Cash and Cash Equivalents


31st March, 2014

31st March, 2013

Rupees Rupees

Balances with banks In Current Accounts 608,688 1,368,663

In Deposit Accounts 1,457,704 759,837

Unpaid Dividend Accounts - 398,522

Cash on Hand 1,349,535 856,406

3,415,927 3,383,429

Note 19 Short-Term Loans and Advances


31st March, 2014

31st March, 2013

Rupees Rupees

Security Deposits

Unsecured, Considered good 50,500 419,500

Loans and Advances to Employees /Others


Prepaid Expenses

Unsecured, Considered good 219,002 219,005

Balances with Government Authorities

Unsecured, Considered good

CENVAT Credit Receivable 38,431 -

2,220,193 2,529,929

Note 20 Other Current Assets


31st March, 2014

31st March, 2013

Rupees Rupees

Interest Accrued on Deposits

11,622

-

Insurance Claims Receivable - 183,066

11,622 183,066

LIME CHEMICALS LIMITED Notes forming part of the financial statements for the year ended 31st March, 2014 Note 21 Revenue from Operations

Particulars For the year ended

31st March, 2014

For the year ended

31st March, 2013

Rupees Rupees

Sale of Products

Manufactured Goods (Calcium Carbonate)

- Domestic Sales 291,964,295 284,145,039

- Export Sales 3,505,540 2,424,389

Other Operating Revenues

DEPB License

-

375,315

Sale of Scrap

126,158

461,787

Job Work Charges

4,670,438

11,719,795

300,266,431

299,126,325

Less: Excise Duty

26,875,804

23,678,417

Total

273,390,627

275,447,908

Note 22 Other Income


31st March, 2014

For the year ended

31st March, 2013

Rupees Rupees

Interest Income 648,165 10,607 Liabilities written back (Interest on account of OTS) 67,815,320 - Dividend Income 1,080 82 Rent 600,000 - Provision for Doubtful Debts Written Back 200,218 - Miscellaneous Income 522,119 773,390 Exchange Rate Difference 52,325 - Balances Written Back 465,209 55,256

Total 70,304,436 839,335

Note 23 Cost of Materials Consumed

Particulars

For the year ended

31st March, 2014

For the year ended

31st March, 2013

Rupees Rupees

Opening Stock 8,974,938 9,330,211

Add: Purchases 152,293,252 179,447,917

161,268,190 188,778,128

Less: Closing Stock 2,169,334

8,974,938

Cost of Material Consumed

159,098,857 179,803,190

LIME CHEMICALS LIMITED Notes forming part of the financial statements for the year ended 31st March, 2014 Note 24 Changes in inventories of finished goods, work-in-progress and stock-in-trade

Particulars

For the year ended

31st March, 2014

For the year ended

31st March, 2013

Rupees Rupees

Inventories at the beginning of the year:

Finished Goods 7,152,718 822,430

Stock-in-trade - 198,156

7,152,718 1,020,586

Inventories at the end of the year:

Finished Goods 1,157,403 7,152,718

Stock-in-trade - -

1,157,403 7,152,718

Total

5,995,315 (6,132,132)

Note 25 Employee Benefits Expense


31st March, 2014

For the year ended

31st March, 2013

Rupees Rupees

Salaries and Wages

-Directors - 990,000

-Others 32,561,628 24,860,332

Contributions to Provident and Other Funds

-Directors - 135,000

-Others 925,683 1,630,313

Gratuity

-Others 537,166 244,388

Staff Welfare Expenses 860,590 819,938

Total 34,885,067 28,679,970

Note 26 Finance Costs


31st March, 2014

For the year ended

31st March, 2013

Rupees Rupees

Interest 2,102,046 2,428,953

- Interest on delayed / deferred payment of statutory dues

7,775,261 266,976

Penalty 759,117 -

Total 10,636,424 2,695,929

Note 27 Other Expenses

Particulars For the year ended 31st March, 2014

For the year ended 31st March, 2013

Rupees Rupees

Advertisement

84,492

-

Consumption of Stores and Spare Parts

8,983,309

8,121,523

Consumption of Packing Materials

7,520,763

8,387,208

Increase / (Decrease) of Excise Duty on Inventory

-

105,733

Power and Fuel

25,538,079

23,883,681

Water

1,293,675

1,058,158

Rent including Lease Rentals

1,651,196

1,731,637

Repairs and Maintenance - Buildings

802,340

96,064

Repairs and Maintenance - Machinery

886,423

1,591,747

Repairs and Maintenance - Others

1,086,086

1,115,725

Insurance

245,910

181,296

Rates and Taxes

4,478,226

869,065

Export Expenses

193,688

230,412

Telephone and Postage

1,580,135

1,604,790

Travelling and Conveyance

4,930,893

6,022,074

Printing and Stationery

364,855

789,711

Freight and Forwarding

20,939,962

22,293,726

Factory Expenses & Office Expenses

2,018,888

2,106,189

Fees & Subscription A/c

160,160

-

Sales Commission

49,877

1,288,405

Sales Discount

1,582,965

2,092,214

Business Promotion

1,700,563

2,591,067

Bank Charges & Commission

529,221

518,353

Donations and Ccontributions

25,101

44,702

Legal and Professional

1,100,642

1,853,667

Payments to Auditors (Refer foot note (i) below)

393,260

341,982 Bad Ttrade and Other Receivables, Loans and Advances Written Off

427,148

330,163

Net (gain) / loss on Foreign Currency Transactions and translation

-

21,254

Prior Period Items (net) (Refer foot note (ii) below)

1,786,662

-

Miscellaneous Expenses

1,009,211

9,006,525 Total 91,363,731 98,277,070


31st March, 2014

For the year ended

31st March, 2013

Rupees Rupees

(i) Payments to the auditors comprises (net of service tax input credit, where applicable):

As Auditors 337,080 200,000

For taxation matter 56,180 50,000

393,260 250,000

(ii) Details of Prior period items (net)

Prior period expenses - -

TDS on Salary

4,322

-

Licence Fees

2,000

-

Employer's Share PF/ESIC

262,588

-

Audit Fees

56,180

-

Property Tax

215,071

-

Interest on Fixed Deposit

54,120

-

Telephone & Communication

121,571

-

Subscription

36,143

-

Commission on Sale

611,307

-

Late Charges - PT

43,230

-

Leave Travel Allowance

73,926

-

Sundry Expenses

806,834

-

Water Charges

291,707

-

Electricity Expenses

27,500

-

2,606,499 -

Prior Period Income

FD Interest

399,948

-

Analysis, Testing & Lab Expenses

182,880

-

Stores & spares

237,009

-

819,837

-

Net 1,786,662 -

28. As at As at

31st March, 2014

31st March, 2013

Contingent Liabilities Rupees Rupees

Corporate Guarantees issued to Bank U.S. $2.20 Million (P.Y. U.S. $ 2.20 Million)

132,219,560 119,526,660

Disputed Income Tax Demand

11,411,770 8,896,000

Disputed Sales Tax Demand

9,134,000 9,134,000

Disputed Profession Tax Demand

872,555 -

Total

153,637,885 137,556,660

No provision is presently considered necessary for above mentioned various tax demands which are under various stages ff appeal as the Company is of the view that the said demands are not sustainable in law.

29. As at As at

The overdue statutory dues are as follows 31st March,

2014 31st March,

2013

Particulars Rupees Rupees

Staff Profession Tax 68,100 941,680

Provident Fund

7,230,997 4,735,252

Employees State Insurance Scheme

1,509,836 698,631

Sales Tax Payable

48,486,573 38,418,073

Income Tax

2,558,217 1,066,057

Excise/Service Tax

2,818,364 -

Total

62,672,087 45,859,693

30. The company is engaged in manufacturing of Calcium Carbonate which is considered the only reportable business segment, as per Accounting Standard 17 -‘Segment Reporting’; hence segment reporting is not given.

31. Related party disclosure as required by Accounting Standard 18 “Related Party Disclosures” are given below:

a) Name of related parties and description of relationship:

1) Associates:

SilvoLiacal Chemicals Ltd.

Diamond Jubilee Stores

Pearl Enterprises

Himachal Polylefins Ltd.

Sahid Investment & Trading Company Pvt. Ltd.

2) Key Managerial Personnel:

Shri A. H. Dawoodani Smt. S. A. Dawoodani 3) Relative of Key Managerial Personnel (KMP):

Shri Hussein Dawoodani (Father of Shri A. H. Dawoodani)

Shri Rahim A. Dawoodani (Son of Shri A. H. Dawoodani)

Miss. Zahara A. Dawoodani (Daughter of Shri A. H. Dawoodani) Note: Related parties have been identified by the Management.

Details of related party transactions during the year ended 31 March, 2014 and balances outstanding as at 31 March, 2014:

Nature of Transaction Associates KMP

Relatives of KMP Total

Purchases of Goods 14,032,296 - - 14,032,296

8,196,799 - - 8,196,799

Sale of Goods 33,397,748 - - 33,397,748

54,140,088 - - 54,140,088

Rent Paid 360,000 - - 360,000

360,000 - - 360,000

Rent Received 600,000 - - 600,000

600,000 - - 600,000

Investments

Opening Balance 3,005,700 - - 3,005,700

3,005,700 - - 3,005,700

Purchases During the Year - - - -

- - - -

Closing Balance 3,005,700 - - 3,005,700

3,005,700 - - 3,005,700

Loans Taken

Opening Balance 5,913,438 141,473,070 7,640,875 155,027,383

3,195,407 46,555,762 44,534,638 94,285,807

Add: Taken During the Year 3,833,436 46,984,518 3,280,000 54,097,954

5,473,833 50,454,822 22,526,765 78,455,420

Less: Repaid During the Year 3,872,462 42,814,617 3,423,222 50,110,301

3,855,875 12,613,543 2,344,500 18,813,918

Closing Balance 5,874,412 145,642,971 7,497,653 159,015,036

4,813,365 84,397,041 64,716,903 153,927,309

Note : Figures in italics relates to the previous year.

For the Year For the Year

Ended Ended

Particulars 31st March, 2014 31st March, 2013

32. Earnings per share Basic

Net profit for the year (Rs. ) 28,260,969 (44,147,882)

Weighted average number of equity shares (No.) 3,256,600 3,256,600

Par value per share (Rs.) 10 10

Earnings per share (Rs.) 8.68 (13.56)

Diluted

Net profit for the year (Rs.) 28,260,969 (44,147,882)

Weighted average number of equity shares (No.) 3,290,276 3,290,276

Par value per share (Rs.) 10 10

Earnings per share (Rs.) 8.59 (13.42)

33. Earnings in Foreign Exchange - - FOB value of exports - 2,424,389

34. Value of Imports calculated on C.I.F basis in respect of - -

Lime Stone 547,538 -

LIME CHEMICALS LIMITED 35.

Defined Benefit Plans The Employee’s Gratuity Fund Scheme managed by a Trust is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

a) Reconciliation of opening and closing balances of defined benefit obligation Gratuity

Gratuity (Un-funded)

Leave Encashment (Un-funded)

2013-14 2012-13 2013-14 2012-13

Rupees Rupees Rupees Rupees

Defined Benefit obligation at beginning of year 2,721,515 3,362,311 2,282,950 2,202,940

Current Service Cost 152,211 147,249 603,298 616,526

Interest Cost 217,721 268,985 182,636 176,235

Actuarial (gain)/loss on obligation (406,383) (1,057,030) (749,320) (712,751)

Defined Benefit obligation at year end 2,685,064 2,721,515 2,319,564 2,282,950

b) Reconciliation of fair value of assets and obligations

Present value of obligation 2,685,064 2,721,515 2,319,564 2,282,950

Amount recognized in Balance sheet 2,685,064 2,721,515 2,319,564 2,282,950

c) Expenses recognized during the year

Current Service Cost 152,211 147,249 603,298 616,526

Interest Cost 217,721 268,985 182,636 176,235

Actuarial (gain)/loss (406,383) (1,057,030) (749,320) (712,751)

Net Cost (36,451) (640,796) 36,614 80,010

d) Actuarial Assumptions Discount Rate 8% 8% 8% 8%

Rate of increase in Compensation levels 10% 10% 10% 10%

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and relevant factors including supply and demand in the employment market. The above information is certified by the Actuary. 36. The Company had received the demand notices for A.Y. 2006-07 from the Income Tax authorities for Income tax and fringe benefit tax inclusive of interest for Rs. 52,73,000/- and Rs. 4,54,000/- respectively. Company had Rs. 4,57,000/- net provisions standing in the books against the Mat Liability for AY 2006-07. Company has filed rectification application to Income Tax Department for non allowance of carry forward losses as it was allowed to the Company vide ITAT order dated 21.11.08 i.r.o. AY 2002-03. Considering the above, the Management is of the opinion that no further provision need to be made in these respect. 37. The balance due to / from parties are subject to confirmation.

LIME CHEMICALS LIMITED 38. No provision for Income tax under MAT, for the current year is made as the Company is registered with BIFR as a sick Company. 39. The Company is registered as a sick Industrial Company with the Board for Industrial and Financial Reconstruction (BIFR) under the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA). As directed by BIFR, Bank of Baroda, the Operating Agency (O.A.) to submit fully tied up Draft Rehabilitation Scheme (DRS) to BIFR. 40. The company continues to disclose its results on the concept of going concern in spite of the fact of erosion of 100% of its net worth. The Company relies on the possible outcome of the BIFR application and one time settlement reached with lender banks/financial institutions and creditors. 41. In terms of One Time Settlement with DCB Bank Ltd. and Axis Bank Ltd. a sum of Rs. 1,62,25,298/- and Rs.2,55,33,528/- respectively representing the principal amount of Term Loan/Cash Credit has been waived off. The said amounts have been transferred to General Reserve. 42. On the basis of 'No Dues' letter dated 18th March, 2014 of Axis Bank Ltd. an amount of Rs. 3,40,46,472/- has been recognised in the year under audit as long term borrowings being amount paid by Dr. Akabar Virani to Axis Bank Ltd. till March 2012 towards repayment of loan on behalf of the Company. During the year the Company has accepted deposits amounting to Rs. 6,37,88,477/- (including above amount) in violation of section 58A of Companies Act, 1956. 43. In the opinion of Board of Directors all assets other than non-current investments, have a realisable value in the ordinary course of business which is not different from the amount at which it is stated and the provisions for all known liabilities are adequate and not in excess of the amounts reasonably necessary. 44. No personal expenses have been debited to Profit and Loss Account except those payable under contractual obligation or normal business practices. 45. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.


Registered Office: Light House Building, Ground Floor, Sitaphalwadi, Mazgaon, Mumbai – 400 010

(CIN L24100MH1970PLC014842)Email: [email protected]; Website: www.limechem.com; Phone: 022-27561976

PROXY FORM (Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)

Name of the member(s)………………………………………….

E-mail Id:………………………………………………………………..

Registered address:………………………………………………

Folio/Client Id:………………………………………………….

……………………………………………………………………….

DP ID:……………………………………………………………

………………………………………………………………………..

I/We, being the member(s) of ..................................Shares of the above named company, hereby appoint: 1) …………………………………………..…...of ……………………having e-mail id…………………………………..or failing him 2) …………………………………………..…...of ……………………having e-mail id…………………………………..or failing him 3)…………………………………………..…...of ……………………having e-mail id…………………………………..or failing him And whose signature(s) are appended below, as my/our proxy to attend and voge (on a poll) for me/us and on my/our behalf at the 28

th Annual General Meeting of the Company, to be held on 30

th September 2014 at 10. 30 a.m

at the Registered Office at Light House Building, Ground Floor, Sitaphalwadi, Mazgaon, Mumbai – 400 010; And at any adjournment thereof in respect of such resolutions as are indicated below:

S.No. Resolutions

Ordinary Resolutions

1 Adoption of Audited Financial Statements for the year ended 31st March 2014

2 Re-appointment of Mrs. Shahnaz A. Dawoodani, who retires by rotation

3 Appointment of M/s. A.N. Damania& Co., Chartered Accountants, as Auditors and fixing their remuneration

Special Business

4 Retirement of Mr. Balekhan A. Mujawar, a Director retire by rotation– Ordinary Resolution

7 Appointment of Mr. Mohan M. Gadgil as Independent Director for a period of 5 years

8 Appointment of Mr. Kuppuswamy S. Varadhan as Independent Director for a period of 5 years

Signed this______________________ day of _____________________2014

Re.1/- Revenue Stamp

Signature of Shareholder______________________ Signature of Proxy holder________________ Notes: 1. A Proxy need not be a member of the Company 2. This form of proxy, in order to be effective, should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting. 3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a singly person as proxy and such person shall not act as a proxy for any other person or shareholder. 4. Corporate members intending to send their authorized representative(s) to attend the meeting are requested to send a certified copy of the Board Resolution authorizing their representative(s) to attend and vote on their behalf at the meeting.

LIME CHEMICALS LIMITED Registered Office: Light House Building, Ground Floor, Sitaphalwadi, Mazgaon, Mumbai – 400 010

(CIN L24100MH1970PLC014842)Email: [email protected]; Website: www.limechem.com; Phone: 022-27561976

ATTENDANCE SLIP

44th

Annual General Meeting on Tuesday, 30th

September 2014

Registered Folio/

DP ID & Client ID

Name and address of the

Shareholder(s)

Joint Holder 1

Joint Holder 2

No. of shares held

I certify that I am a registered shareholder / proxy for the registered shareholder of the Company, I hereby record

my presence at the 44th

Annual General Meeting of the Company held at the Registered Office Light House

Building, Ground Floor, Sitaphalwadi, Mazgaon, Mumbai – 400 010 at 10.30 a.m. on Tuesday, 30th

September

2014.

_________________________

_____________________________

Proxy’s Name in Block letters Member’s/ Proxy’s Signature

NOTES:

1. This Meeting is of Members only and you are requested not to bring with you any person who is not a

Member

2. Shareholders/ Proxy holders are requested to bring the attendance slips with them when they come to

the Meeting and hand over at the entrance after affixing their signature on them.

3. Shareholders are requested to bring their copy of the Annual Report along with them to the Annual

General Meeting, as copies of the Report will not be distributed again at the Meeting.

4. If it is intended to appoint a proxy, the Form of Proxy should be completed and deposited at the

Corporate / Registered Office of the Company at least 48 hours before the Meeting.

BOOK – POST

If undelivered please return to : LIME CHEMICALS LIMITED Light House Building, Ground floor, Sitaphalwadi, Mazgaon Mumbai – 400 010

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