Nfil 2008 09

Navin Fluorine International Limited
Annual Report 2008-09
Sustainable Growth Through Innovation
Forward-looking statement
In this Annual Report forward-looking information if
any, is for enabling investors to comprehend the
prospects of the Company and take informed
investment decisions. This report may contain
forward-looking statements based on the
management's plans and assumptions done in the
ordinary course of conducting its business. These
statements predominantly use words such as
'anticipate', 'estimate', 'expects', 'projects', 'intends',
'plans', 'believes', and words of similar substance in
connection with any discussion of future

performance.
There is no certainty that these plans will be realized,
although we believe we have been prudent in our
assumptions. In addition the achievement of results is
subject to risks, uncertainties and inaccuracies in our
assumptions. Actual results could be materially
different from those anticipated or projected Should
known or unknown uncertainties materialize, or
should underlying assumptions prove inaccurate.
About us
Vision
Navin Fluorine operates an extensive and diverse

fluorochemicals portfolio of specialties, refrigerants
and bulk fluorides with strong market presence and
exciting prospects
We at Navin Fluorine, are committed to be a worldclass, customer-focused and innovative organization

in the field of fine and specialty chemicals and to be the
partner of choice to the chemical, refrigerant, crop
and life sciences companies.
Mission and ethics
Contents
01 Corporate Information 02 Notice 10 Summarised Financial Data 11 Directors' Report 21 Corporate
Governance Report
Loss Account
Section 212
29 Management discussion and analysis 35 Auditors' Report 38 Balance Sheet 39 Profit and
40 Cash flow Statement 42 Schedules 64 Balance Sheet abstract 65 Statement pursuant to

67 Consolidated financial statement
Cover Page : R & D Centre at Surat Plant
Printed by :
Western Press Pvt. Ltd.
www.westernpress.in
Corporate Information
Shri A.N. Mafatlal
Board of Directors
Shri H.A. Mafatlal
Shri T.M.M. Nambiar
Shri P.N. Kapadia
Shri S.S. Lalbhai
Shri S.M. Kulkarni
Shri R. Sankaran
Shri V.P. Mafatlal
Shri S.D. Kakade
(w.e.f. 6.10.2008)
Shri A.K. Srivastava
Shri S.S. Khanolkar
(w.e.f. 1.7.2008)
Chairman Emeritus
Solicitors
Vigil Juris
Chairman
Director
Director
Director
Director
Director
Director
Managing Director
Registered Office:
1st floor, Kalpataru Point, Kamani Marg,
Sion (East), Mumbai 400022
Tel: 91 22 6650 9999 / 2404 3300
Fax: 91 22 6650 9800
E-mail: info@nfil.in
Website: www.nfil.in
Finance Director
President - Fluorochemicals
Company Secretary
Shri N. B. Mankad
Bankers
State Bank of Hyderabad
AXIS Bank Ltd.
HDFC Bank Ltd.
Export Import Bank of India
Auditors
Messers Deloitte Haskins & Sells
Chartered Accountants
11th Annual General Meeting

On Monday, the 15th June 2009
At 3.00 p.m. at S.N.D.T. Womens University,
Patkar Hall, 1, Nathibai Damodar Thackersey Road,
Churchgate, Mumbai 400020.
Units
Navin Fluorine, Surat 395023 (Gujarat)
Navin Fluorine, Dewas 455022 (M.P.)
Registrars & Share Transfer Agent
Sharepro Services (India) Pvt. Ltd.
Samhita Warehousing Complex, 2nd Floor,
Gala No. 52 to 56, Bldg. No. 13 A - B,
Near Sakinaka Telephone Exchange,
Andheri-Kurla Road, Sakinaka, Mumbai - 400 072
Tel: 91 22 6772 0300 / 6772 0400
Fax: 91 22 2859 1568 / 2850 8927
E-mail: sharepro@shareproservices.com
Investor Relations Centre
912, Raheja Centre, Free Press Journal Road,
Nariman Point, Mumbai - 400 021.
Tel: 91 22 6613 4700
Fax: 91 22 2282 5484
1.
Shareholders intending to require information about

accounts to be explained in the meeting are requested to
inform the Company at least seven days in advance of the
Annual General Meeting.
2.
Shareholders are requested to bring their copy of the

annual report to the Meeting as the practice of handing
out copies of the Annual Report at the Annual General
Meeting has been discontinued in view of the high cost of
paper and printing.
3.
The Listing Fees for the year 2009-2010 have been paid by
the Company to Mumbai, Ahmedabad and National Stock
Exchange where the Shares of the Company are listed.
2008-2009
NOTICE
NOTICE IS HEREBY GIVEN THAT the Eleventh Annual
General Meeting of the Members of the Company will be
held on Monday, the 15th JUNE 2009 at 3.00 p.m. at S.N.D.T,
Womens University, Patkar Hall, 1, Nathibai Damodar
Thackersey Road, Churchgate, Mumbai 400020, to transact
the following business:
1) To consider and adopt the Directors Report, the Audited
Financial Statements including Profit and Loss Account
for the year ended 31st March 2009 and the Balance
Sheet as at that date and the Auditors Report thereon.
2) To confirm the payment of Interim Dividend on Equity
Shares for the year 2008-2009 and to declare Final
Dividend.
3) To appoint a Director in place of Shri S.S. Lalbhai, who
retires by rotation, and being eligible, offers himself for
reappointment.
4) To appoint a Director in place of Shri P.N. Kapadia, who
retires by rotation, and being eligible, offers himself for
reappointment.
5) To consider and, if thought fit, to pass with or without
modification(s), the following resolution as an
ORDINARY RESOLUTION:
RESOLVED THAT subject to the provisions of Sections
224, 225 and other applicable provisions, if any, of the
Companies Act, 1956, M/s. Deloitte Haskins & Sells,
Chartered Accountants, Vadodara, be and are hereby
appointed as the Auditors of the Company to hold office
from the conclusion of this Annual General Meeting until
the conclusion of the next Annual General Meeting of
the Company, on such remuneration as may be fixed by
the Board apart from reimbursement of out-of-pocket
expenses and applicable taxes, in place of retiring auditors
M/s. Deloitte Haskins & Sells, Chartered Accountants,
Mumbai, who retire at the conclusion of the 11th Annual
General Meeting of the Company and have expressed
their inability to offer themselves for reappointment,
6) To appoint Shri Shekhar Khanolkar, who was appointed by
the Board of Directors of the Company as an Additional
Director on 1st July 2008 and who holds office as such up
to the date of this Annual General Meeting under Section
260 of the Companies Act, 1956 and in respect of whom
the Company has, as required by Section 257 of the
Companies Act, 1956 received notices in writing from
2
2008-2009
some Members of the Company signifying their intention

to propose him as a candidate for the office of the
Director of the Company, liable to retire by rotation.
7) To appoint Shri Satish Kakade, who was appointed by
the Board of Directors of the Company as an Additional
Director on 6th October 2008 and who holds office as
such up to the date of this Annual General Meeting under
Section 260 of the Companies Act, 1956 and in respect
of whom the Company has, as required by Section 257
of the Companies Act, 1956 received notices in writing
from some Members of the Company signifying their
intention to propose him as a candidate for the office of
the Director of the Company, liable to retire by rotation.
8) To consider and, if thought fit, to pass the following
Resolution, with our without modifications, as a SPECIAL
RESOLUTION.
RESOLVED THAT pursuant to the provisions of
Sections 198, 269, 310, 311 and Schedule XIII and
other applicable provisions of the Companies Act, 1956,
consent of the Company be and is hereby granted to the
appointment of Shri Shekhar Khanolkar as a Whole Time
Director designated as President Fluorochemicals of
the Company for a period of 5 years with effect from 1st
July 2008 on the terms and conditions as to remuneration
as set out in the appointment letter dated 24th June 2008
and amendment letter dated 30th April 2009 issued to
Shri Shekhar Khanolkar subject to the approval of the
Members, and placed before this Meeting, with the liberty
and powers to the Board of Directors to increase, alter
and vary the salary and perquisites and other terms in
such manner as the Board in its absolute discretion deems
fit and acceptable to Shri Shekhar Khanolkar within the
limits specified in Schedule XIII of the Companies Act,
1956 or any amendments, modifications, re-enactments
made thereof from time to time in this behalf.
9) To consider and, if thought fit, to pass the following
Resolution, with our without modifications, as a SPECIAL
RESOLUTION:
RESOLVED THAT pursuant to the provisions of
Sections 198, 269, 310, 311 and Schedule XIII and
other applicable provisions of the Companies Act, 1956,
consent of the Company be and is hereby granted to
the appointment of Shri Satish Kakade as the Managing
Director of the Company for a period of 5 years with
effect from 6th October 2008 on the terms and conditions

as to remuneration as set out in the appointment letter
dated 6th October 2008 and amendment letter dated 30th
April 2009 issued to Shri Satish Kakade subject to the
approval of the Members, and placed before this Meeting,
with the liberty and powers to the Board of Directors
to increase, alter and vary the salary, commission and
perquisites and other terms in such manner as the Board
in its absolute discretion deems fit and acceptable to
Shri Satish Kakade within the limits specified in Schedule
XIII of the Companies Act, 1956 or any amendments,
modifications, re-enactments made thereof from time to
time in this behalf.
NOTES:
1.
A MEMBER ENTITLED TO ATTEND AND VOTE IS

ENTITLED TO APPOINT A PROXY OR PROXIES
TO ATTEND AND VOTE INSTEAD OF HIMSELF
ON A POLL AND THAT A PROXY NEED NOT BE
A MEMBER.
2.
The relevant Explanatory Statement pursuant to Section

173 of the Companies Act, 1956, in respect of Item
Nos.5 to 9 mentioned in the above Notice is annexed
hereto.
3.
The Register of Members and the Share Transfer Books

of the Company will remain closed from Saturday the
6th June 2009 to Monday the 15th June 2009 (both days
inclusive) for the purpose of payment of dividend, if any.
4.
The dividend as recommended by the Board of Directors,

if declared at the Annual General Meeting, will be paid on
or after 18th June 2009.
Regd. Office:
1st floor, Kalpataru Point,
Kamani Marg, Sion (East),
Mumbai 400022.
5.
No Director seeking appointment / re-appointment at

the Annual General Meeting holds any equity shares in
the Company except Shri P.N. Kapadia who holds 1385
equity shares in the Company.
Mumbai,
6.
Copies of documents mentioned in the Explanatory

Statement are open for inspection of the Members
between 2.00 p.m. to 4.00 p.m. on any working day at
the Registered Office of the Company.
By Order of the Board,

N.B. Mankad
Company Secretary
Dated: 30th April 2009
Annexure to Notice
Explanatory Statement as required by Section 173(2) of the Companies Act, 1956.
In conformity with the provisions of Section 173(2) of the
Companies Act, 1956, the following Explanatory Statement
sets out all material facts in respect of Item Nos.5 to 9.
In respect of Item No.5
Presently the Companys accounts are being audited by M/s.
Deloitte Haskins & Sells, Chartered Accountants, Mumbai,
who retire as Auditors at the conclusion of the 11th Annual
General Meeting of the Company and have expressed their
inability to offer themselves for reappointment.
The Company has received a special notice from a Member
of the Company, in terms of the provisions of the Companies
Act, 1956, signifying his intention to propose the appointment
of Deloitte Haskins & Sells, Chartered Accountants, Vadodara,
as the Auditors of the Company from the conclusion of the
11th Annual General Meeting till the conclusion of the next
Annual General Meeting.

Vadodara have expressed their willingness to act as Auditors
of the Company, if appointed, and have also confirmed that the
said appointment would be in conformity with the provisions
of Section 224 (1B) of the Companies Act, 1956.
In view of the above, and based on the recommendations of
the Audit Committee, the Board of Directors, have, at their
Meeting held on 30th April 2009 proposed the appointment
of M/s. Deloitte Haskins & Sells, Chartered Accountants,
Vadodara, as the Statutory Auditors in place of M/s. Deloitte
Haskins & Sells, Chartered Accountants, Mumbai to hold
office from the conclusion of this Annual General Meeting
until the conclusion of the next Annual General Meeting of
the Company.
The Board recommends passing of the resolution at Item
No.5 for approval by the Members.
2008-2009
None of the Directors of the Company is concerned or

interested in the said resolution.
None of the Directors, except Shri Satish Kakade, is concerned

or interested in the said resolution.
Shri Shekhar Khanolkar aged 40 years is a B.E., MMS.

He has over 16 years of experience in various Indian and
multinational organisations of repute within India in the areas
of production, marketing etc. He is responsible for bulk and
specialty fluorochemicals business and is also responsible
for finding new growth opportunities for the Company in
specialty chemicals business.
Shri Shekhar Khanolkar is in charge of the bulk and specialty

chemicals business and also responsible for finding new
growth opportunities in specialty business. He is 40 years of
age and is a B.E, MMS having experience of more than 16
years in the areas of production and marketing.
Shri Shekhar Khanolkar was appointed by the Board of

Directors of the Company as an Additional Director of the
Company w.e.f. 1st July 2008 under Article 127 of the Articles of
Association of the Company and Section 260 of the Companies
Act, 1956. He will hold office as an Additional Director up to
the date of the ensuing Annual General Meeting. As required
under Section 257 of the Companies Act, 1956, notices have
been received from some Members of the Company along
with a deposit of Rs.500/- each, signifying their intention to
propose Shri Shekhar Khanolkar as a candidate for the office
of the Director of the Company, liable to retire by rotation.
The Board recommends his appointment as Director in the
interest of the Company, to utilize his expertise.
None of the Directors, except Shri Shekhar Khanolkar, is
concerned or interested in the said resolution.
Shri Satish Kakade aged 55 years is a B. Tech in Chemical
Engineering from IIT, Mumbai and PGDM from IIM,
Ahmedabad. He has 31 years of in-depth experience in
Chemical Industry spanning across various MNCs in the areas
of projects, production and planning, business development
and business management etc.
Shri Satish Kakade was appointed by the Board of Directors
of the Company as an Additional Director of the Company
w.e.f. 6th October 2008 under Article 127 of the Articles of
Association of the Company and Section 260 of the Companies
Act, 1956. He will hold office as an Additional Director up to
the date of the ensuing Annual General Meeting. As required
under Section 257 of the Companies Act, 1956, notices have
been received from some Members of the Company along
with a deposit of Rs.500/- each, signifying their intention to
propose Shri Satish Kakade as a candidate for the office of the
Director of the Company, liable to retire by rotation.
The Board recommends his appointment as Director in the
interest of the Company, to utilize his expertise.
4
2008-2009
The Board of Directors of the Company at their meeting

held on 23rd June 2008 appointed Shri Shekhar Khanolkar
as a Whole Time Director designated as President
Fluorochemicals for a period of five years from 1st July 2008
subject to the consent of the Members of the Company. The
Board of Directors at their meeting held on 30th April 2009,
revised the remuneration payable to Shri Shekhar Khanolkar
with effect from 1st April 2009. The terms and conditions of
appointment of Shri Shekhar Khanolkar are as under:
Terms of Remuneration
I
(a) Basic Salary:

Till 31st March 2009 - Rs.1800000/- per annum
With effect from 1st April 2009 Rs. 1944000 per
annum
(b) Perquisites and Allowances, the aggregate monetary
value of which shall not exceed
Till 31st March 2009 Rs.2030000/- per annum.
With effect from 1st April 2009 Rs.2068800/- per
annum
These Perquisites and Allowances would be in
addition to the items mentioned in clause c, d and
e below:
(c) Perquisites:
i.
Fully furnished house or House Rent Allowance

in lieu thereof.
ii.
Mediclaim Policy, Personal Accident Insurance,

Leave Travel Concession and Club Fees as per
the rules of the company.
Perquisites shall be valued as per Income-Tax
Rules, wherever applicable and in the absence
of any such Rules, perquisites shall be valued at
actual cost.
(d) He will also be entitled to the following:

(i) Contribution to provident fund, superannuation
fund or annuity fund to the extent these either
singly or put together, are not taxable under the
Income-Tax Act, 1961.
(ii) Gratuity payable at the rate not exceeding half
a months salary for each completed year of
service and
(iii) Encashment of leave at the end of the tenure.
(e) Apart from remuneration, Shri Shekhar Khanolkar
shall be entitled to
i.
ii.
None of the Directors of the Company except Shri Shekhar

Khanolkar is concerned or interested in the resolution.
The Notice convening the Annual General Meeting of the
Members of the Company, along with the above Explanatory
Statement may be treated as an abstract of the terms of
the Agreement relating to the appointment of Shri Shekhar
Khanolkar as a Whole Time Director as required by Section
302 of the Companies Act, 1956.
Free use of the Companys car for the business

of the Company with reimbursement of drivers
salary.
The Board of Directors recommend passing of the Special

Resolution at item No.8 of the Notice.
Free telephone facility at residence.
Shri Satish Kakade is overall in-charge of the business of

the Company. He is 55 years of age and is a B.Tech in
Chemical Engineering from IIT, Mumbai and PGDM from IIM,
Ahemdabad having experience of more than 31 years in the
Chemical Industry spanning across various MNCs in the areas
of project, production and planning, business development
and business management etc.
iii. Reimbursement of expenses actually and

properly incurred by him for the business of the
Company.
II
Other particulars pertaining to the Company which are

required to be disclosed as required under Section II of Part
II of the said Schedule XIII are given in Annexure A to this
Explanatory Statement.
In the case of absence or inadequacy of profits, in any

financial year of the Company during 1st July 2008 to 30th
June 2011, Shri Shekhar Khanolkar will be entitled to
salary, perquisites and other allowances as the minimum
remuneration subject to the limits prescribed in
paragraph 1(B) of Section II of Part II of Schedule XIII of
the Companies Act, 1956. The perquisites mentioned in
para 1(d) above shall not be included in the computation
of the ceiling on minimum remuneration.
The Board may alter or vary the above referred terms of
appointment, salary and perquisites including minimum
remuneration payable to him in such manner as the
Board in its absolute discretion deems fit and acceptable
to Shri Shekhar Khanolkar provided that such alterations
are within the limits specified in Schedule XIII of the
Companies Act, 1956 or any amendments, modifications
or re-enactments made thereof from time to time.
Shri Shekhar Khanolkar shall not be entitled to receive
sitting fees for attending the meetings of the Board of
Directors or any Committee thereof.
A copy of the Letter of Appointment issued to Shri Shekhar

Khanolkar, subject to the approval of the Members and the
amendment letter dated 30th April 2009, recording the terms
of his appointment for a period of five years from 1st July 2008
and referred to in the said resolution is available for inspection
by the Members between 2.00 p.m. and 4.00 p.m. on any
working day at the Registered Office of the Company.
The Board of Directors of the Company at their meeting

held on 6th October 2008 appointed Shri Satish Kakade as
the Managing Director of the Company for a period of five
years from 6th October 2008, subject to the consent of the
Members of the Company. The Board of Directors at their
meeting held on 30th April 2009, revised the remuneration
payable to Shri Satish Kakade with effect from 1st April 2009.
The terms and conditions of appointment of Shri Satish
Kakade are as under:
Terms of Remuneration
I
(a) Basic Salary:

With effect from 1st April 2009 Rs.3840000/- per
annum
(b) Perquisites and Allowances, the aggregate monetary
value of which shall not exceed:
With effect from 1st April 2009 Rs.683280/- Per
annum
These Perquisites and Allowances would be in
addition to the items mentioned in clause c,d and
e below:
2008-2009
(c) Perquisites:
i.
Fully furnished house or House Rent Allowance

in lieu thereof.
ii.
Mediclaim Policy, Personal Accident Insurance,

Leave Travel Concession and Club Fees as per
the rules of the company.
Perquisites shall be valued as per Income-Tax
Rules, wherever applicable and in the absence
of any such Rules, perquisites shall be valued at
actual cost.
(d) He will also be entitled to the following:

(i) Contribution to provident fund, superannuation
fund or annuity fund to the extent these either
singly or put together, are not taxable under the
Income-Tax Act, 1961.
(ii) Gratuity payable at the rate not exceeding half
a months salary for each completed year of
service and
(iii) Encashment of leave at the end of the tenure.
(e) Apart from remuneration, Shri Satish Kakade shall
be entitled to:
i.
Free use of the Companys car for the business

of the Company with reimbursement of drivers
salary.
ii.
Free telephone facility at residence.
iii. Reimbursement of expenses actually and

properly incurred by him for the business of the
Company.
II
III
Commission, up to 1% of the net profit of the Company,

at the discretion of the Board, at the end of each financial
year, computed in the manner laid down in Section
309(5) of the Companies Act, 1956, subject to the ceiling
laid down in Sections 198 and 309 of the Companies Act,
1956 on the total remuneration.
In the case of absence or inadequacy of profits, in any
financial year of the Company during 6th October 2008 to
5th October 2011, Shri Satish Kakade will be entitled to
salary, perquisites and other allowances as the minimum
remuneration subject to the limits prescribed in
paragraph 1(B) of Section II of Part II of Schedule XIII of
the Companies Act, 1956. The perquisites mentioned in
para 1(d) above shall not be included in the computation
of the ceiling on minimum remuneration.
2008-2009
The Board may alter or vary the above referred terms

of appointment, salary, commission and perquisites
including minimum remuneration payable to him in such
manner as the Board in its absolute discretion deems fit
and acceptable to Shri Satish Kakade provided that such
alterations are within the limits specified in Schedule
XIII of the Companies Act, 1956 or any amendments,
modifications or re-enactments made thereof from time
to time.
Shri Satish Kakade shall not be entitled to receive sitting
fees for attending the meetings of the Board of Directors
or any Committee thereof.
A copy of the Letter of Appointment issued of Shri Satish
Kakade subject to the approval of the Members and the
amendment letter dated 30th April 2009 recording the terms
of his appointment for a period of five years from 6th October
2008 and referred to in the said resolution is available for
inspection by the Members between 2.00 p.m. and 4.00
p.m. on any working day at the Registered Office of the
Company.
Other particulars pertaining to the Company which are
required to be disclosed as required under Section II of Part
II of the said Schedule XIII are given in Annexure A to this
Explanatory Statement.
None of the Directors of the Company except Shri Satish
Kakade is concerned or interested in the resolution.
The Notice convening the Annual General Meeting of the
Members of the Company, along with the above Explanatory
Statement may be treated as an abstract of the terms of the
Agreement relating to the appointment of Shri Satish Kakade
as the Managing Director of the Company, as required by
Section 302 of the Companies Act, 1956.
The Board of Directors recommend passing of the Special
Resolution at item No.9 of the Notice.
By Order of the Board,
N.B. Mankad
Company Secretary
Regd. Office:
1st floor, Kalpataru Point,
Kamani Marg, Sion (East),
Mumbai 400022.
Mumbai,
Annexure A to the EXPLANATORY STATEMENT

Statement as required under Section II of Part II of Schedule XIII of the Companies Ac, 1956 giving details in respect of
appointment of Shri Shekhar Khanolkar and Shri Satish Kakade
I
6. Foreign investments or collaborators, if any
GENERAL INFORMATION:
1. Nature of Industry
NIL
II
Chemical Industry
2. Date or expected date of commencement of
commercial production:
2002-2003 was the first year of operationalisation of
the Company. Pursuant to the Rehabilitation Scheme
of Mafatlal Industries Limited (MIL) sanctioned by
the Honble BIFR vide its Order dated 30th October
2002, the Chemical Business of MIL vested as a going
concern in the Company w.e.f. Appointed Date of
1st March 2002.
3. In case of new companies, expected date of
commencement of activities as per project
approved by financial institutions appearing in
the prospectus:
INFORMATION ABOUT THE APPOINTEE:

1. Background details:
Shri Shekhar Khanolkar is 40 years of age and is
a B.E., MMS having over 16 years of experience
in various Indian and multinational organisations
of repute within India in the areas of production,
marketing etc.
Shri Satish Kakade is 55 years of age and is a B. Tech in
Chemical Engineering from IIT, Mumbai and PGDM
from IIM, Ahmedabad having 31 years of in-depth
experience in Chemical Industry spanning across
various MNCs in the areas of projects, production
and planning, business development and business
management etc.
2. Past remuneration:
Not Applicable
4. Financial performance
indicators:
based
on
given
Turnover (Net)
41788.07
Previous
Year
In Rs. lacs
29096.54
Profit after Tax
4528.85
788.43
Current Year
In Rs. lacs
5. Export performance and net foreign exchange

earnings:
Previous
Current
Year
Year
In Rs.
In Rs. lacs
lacs
A) FOB Value of exports
23583.35 11922.21
B) Others
C) Net Foreign Exchange
Earnings
10.98
14.37
13497.97
1475.01
Shri Shekhar Khanolkar had a Basic Salary of Rs.18

lacs p.a. plus perquisites, allowances and other
benefits to the tune of Rs.18.61 lacs p.a.
Shri Satish Kakade had a Basic Salary of Rs.20.70 lacs
p.a. plus perquisites, allowances and other benefits
to the tune of Rs.59.15 lacs p.a.
3. Job profile and suitability:
Shri Shekhar Khanolkar is the President
Fluorochemicals and in-charge of the bulk and
specialty chemical business of the Company. Looking
at the overall exposure and experience of Shri
Shekhar Khanolkar in the areas of production and
marketing and the responsibilities to be shouldered
by him, he is suitable for the position.
Shri Satish Kakade is the Managing Director and overall
in-charge of the business of the Company. Looking
at the overall exposure and experience of Shri Satish
2008-2009
Kakade in diversified areas and responsibilities to be

shouldered by him, he is suitable for the position.
4. Remuneration proposed:
As mentioned in Explanatory Statement in respect
of Item Nos.8 & 9
5. Comparative remuneration profile with respect
to industry, size of the Company, profile of the
position and person (in case of expatriates the
relevant details would be w.r.t. the country of
his origin):
Considering the size of the Company, the industry
benchmarks, experience of the appointee and
the responsibilities to be shouldered by him, the
proposed remuneration is commensurate with the
remuneration paid to similar appointees in other

companies.
6. Pecuniary relationship directly or indirectly
with the Company, or relationship with the
managerial personnel, if any:
Besides their proposed remuneration, Shri Shekhar
Khanolkar and Shri Satish Kakade do not have any
pecuniary relationship with the Company and its
managerial personnel.
III OTHER INFORMATION:
1.
Reasons of loss or inadequate profits

Not Applicable
2.
Steps taken or proposed to be taken for improvement

Not Applicable
3.
Expected increase in productivity and profits in

measurable terms
Not Applicable
2008-2009
Particulars of the Directors seeking Appointment / Re-appointment at the ensuing Annual General Meeting
pursuant to Clause 49 of the Listing Agreement.
Name
Age
Date of
Appointment
Expertise in
functional areas
Shri S.S. Lalbhai

48 years
03.03.2003
He is an Industrialist having Advocate & Solicitor

varied experience of more
than 25 years in Chemicals
& General Management.
He has 31 years of in-depth

experience in Chemical
Industry spanning across
multinational
companies
in the areas of projects,
production and planning,
business development and
business management etc.
Brief resume
B.Sc., M.S. (Chemistry),

U.S.A., M.S. (Economy
Planning & Policy),
Boston, U.S.A.
B. Tech in Chemical
Engineering (IIT, Bombay)
Names of the
Companies
in
which he holds
Directorship
/
Committee
Memberships.
Director in:
Atul Ltd.
Wyeth Ltd.
Atul Bioscience Ltd.
Navin Fluorine
International Limited
Committee
Membership:
Audit Committee:
Navin Fluorine
International Ltd.
Share Transfer
and Shareholders /
Investors Grievance
Committee:
Atul Ltd.
Wyeth Ltd.
Remuneration
Committee:
Navin Fluorine
International Ltd.
Shri P.N. Kapadia

57 years
21.01.2003
Shri S.S. Khanolkar

40 years
01.07.2008
He has over 16 years of experience

in various Indian and multinational
organizations of repute within
India in the areas of production and
marketing etc. He is responsible for
bulk and specialty fluoro chemicals
business and also responsible for
finding new growth opportunities
for the Company in specialty
chemical business.
B.A., L.L.B. Experience of B.E.
more than 31 years in legal MMS
field. He is a partner of
Vigil Juris, Advocates and
Solicitors, Mumbai.
Director in:
Director in:
Fortune Communications Navin Fluorine International Ltd.
Pvt. Ltd.
Committee Membership:
Sumangala Investments
NIL
Pvt. Ltd.
Mafatlal Denim Ltd.
Hindustan Thompson
Associates Pvt. Ltd.
Afcons Infrastructure Ltd.
Gokak Textiles Ltd.
C3 Advisors Pvt. Ltd.
Navin Fluorine
Committee
Membership:
Audit Committee:
Mafatlal Denim Ltd.
Navin Fluorine
International Ltd.
Share Transfer and
Shareholders / Investor
Grievance Committee:
Navin Fluorine
Remuneration
Committee:
Shri S.D. Kakade

55 years
06.10.2008
PGDM (IIM, Abad)

Director in:
Navin Fluorine
International Ltd.
Committee
Membership:
NIL
2008-2009
SUMMARISED FINANCIAL DATA

Particulars
PROFIT & LOSS ACCOUNT
Total Income
Profit before Depreciation, Interest,
Exceptional Items and Tax
Exceptional Items
Interest
Depreciation and Impairment
Profit before Tax
Profit after Tax
Dividend (Rs.per share)
Earning per share (EPS) Rs
BALANCE SHEET
Net Fixed Assets
Investments
Current Assets (Net)
Total Application
Borrowings
Net Worth :
Total Sources
Book value per Equity Share (Rs)
(Face value - Rs.10 per Share)
Debt/ Equity Ratio
Operating EBIDTA ( % )
Profit After Tax ( % )
Return on Net Worth ( % )
Return on Capital Employed
10
2008-2009
2004 - 05
2005 - 06
2006 - 07
2007 - 08
Rs. in lacs
2008 - 09
24712
5579
23828
3483
27392
4580
29544
4058
42262
10178
(2181)
(711)
(657)
2030
242
2.00
3.59
(121)
(818)
(750)
1794
855
3.00
9.54
(260)
(783)
(883)
2655
1260
4.00
12.47
(506)
(890)
(1148)
1514
788
4.00
7.81
(757)
(863)
(1718)
7309
4529
10.00
44.84
11801
2262
7619
21946
7009
14937
21946
147.90
14166
2262
9963
26391
8807
17426
26391
172.54
17252
1743
9780
28775
9247
18567
28775
183.84
18312
1625
9942
29879
9175
19239
29879
190.48
17396
1625
10860
29881
5264
22902
29881
226.75
0.47
23%
1%
2%
14%
0.51
15%
4%
5%
11%
0.50
17%
5%
7%
12%
0.48
14%
3%
4%
8%
0.23
25%
11%
21%
27%
DIRECTORS REPORT
To
The members,
Your Directors are pleased to present the Eleventh Annual
Report together with the audited accounts for the year ended
31st March 2009.
1. Financial results
Current Previous
year
year
Rs. lacs Rs. lacs
Operating income
41788
29097
Other income (including nonrecurring income)

EBDITA before exceptional items
474
448
10648
4058
Less: Depreciation and impairment
1718
1148
863
890
2780
725
5286
1296
757
506
Profit after tax
4529
788
Add: Surplus brought forward from

previous year
Amount available for
appropriation
Appropriation
1013
1292
5542
2081
Transfer to contingency reserve
250
250
Transfer to debenture redemption

reserve
Transfer to general reserve
112
261
453
84
Interim dividend
505
Proposed final dividend
505
404
Corporate dividend tax
173
69
3545
1013
Interest
Tax
PAT before exceptional items
Less: Exceptional items
Surplus carried to Balance Sheet
Note: Figures have been regrouped wherever necessary to make

the information comparable.
2. DIVIDEND
Your Company declared interim dividend of Rs.5/per share in the month of October 08 aggregating to
Rs.504.99 lacs for 100,99,889 equity shares of nominal
value of Rs. 10 /- each. The Board of Directors is pleased
to recommend a final dividend for the year of Rs.5/- per
share on 100,99,889 equity shares of nominal value of

Rs.10/- each, aggregating to Rs.504.99 lacs taking the
total dividend payout to Rs. 10/- per share of a nominal
value of Rs.10/- each.
3. YEAR IN RETROSPECT
Turnover of your Company grew by 44% closing the year
at Rs.41,559 lacs against Rs.29,097 lacs of the previous
year.
Profit before tax increase by 383% from Rs.1,514 lacs to
Rs.7,310 lacs.
Profit after tax increased by 474% from Rs.788 lacs to
Rs.4529 lacs.
As you all are aware 2008 09 was an unprecedented
year in many ways triggered by a massive global financial
meltdown. The first backlash of living in a seamless world
caught the whole world completely unawares. Events that
started off as a localised financial crisis in the US housing
sector soon engulfed the entire globe across continents,
emerging as one of the worst financial crises ever. This
eventually led to the demise of many large iconic financial
institutions which were hitherto considered invincible.
Your Company was no exception, though the impact was
felt in the second half of the financial year just ended. The
adversities are likely to continue well into 2009 -10.
The initial ripples were felt by your Company through
the banking system wherein the money supply suddenly
dried up resulting into a working capital squeeze and
significantly higher cost of funds. This was followed by
a completely unexpected weakening of the Indian rupee
against the US dollar. The US dollar strengthened against
the rupee by ~ 30 % over 2008 - 09 inflicting additional
cost pressures on your Company.
This has been the first full year of operations of the
CDM (Clean Development Mechanism) project of your
Company. Your Companys CDM initiative contributed
handsomely towards the global efforts on abatement of
green-house gases emissions and achieved 100 % of its
base-line commitment thereby generating ~ 2.8 million
CERs (Certified Emission Reduction)s during its first
crediting year. It fulfilled all the CER delivery obligations
for the period satisfactorily.
However, the CER prices were not insulated from the
effects of the recent financial meltdown. The prices
crashed following the downward trend in the prices
of almost all the financial, commodity and derivative
instruments across global economies.
2008-2009
11
The demand for carbon credits is expected to increase,

going forward, as the energy demands start rising. The
Company is abreast of the developments in this space
and shall leverage its carbon assets to its best advantage.
The major challenge came in the later part of the year
by way of weakening of export demand for some of
the Companys most profitable specialty products with
key domestic, and global customers postponing their
purchases.
On the back of a sizable CER income, the Companys
turnover registered a handsome growth of 44 % yearon-year. In the other areas of operations the company
managed to put up a reasonable performance due to
some aggressive marketing. Exports of refrigerant gases,
bulk fluorides and specialties registered a satisfactory
growth whereas domestic growth was moderate across
the product ranges.
During the year under review; your Company experienced
one of the most volatile raw material price regimes.
Fluorspar, our main raw material, continues to remain a
key concern both in terms of availability and price due to
uncertain Chinese trade policy measures, more so since
China remains by far the largest global source of fluorspar.
During the year the fluorspar cost has been 51 % higher
than that of the earlier period. Except Chloromethanes
which also is a key raw material for your Company, all
the other input costs were moving northwards during
the year under review.
Availability of natural gas was ~ 20 % lower than the
earlier year forcing the Company to use more expensive
grid power. The natural gas price has also been 8 %
higher than that of the earlier year.
The ever increasing cost challenges were dealt with
through continuous efforts to improve purchase and
process efficiencies, aggressive marketing of the finished
products and climbing up the value chain, wherever
possible.
A major Company wide initiative has been kicked-off with
the help of Mckinsey & Company, one of the top global
consulting firms to identify areas of cost reductions and
profit improvement and assist the Company to achieve
globally competitive cost structures for its products
by benchmarking itself with the best local and global
standards. These initiatives are expected to yield desired
results in the coming years. The Company has also
12
2008-2009
launched a strategic plan exercise to define its medium

to long term growth objectives and plans. The exercise is
expected to be completed by the first half of 2009 10.
During the year under review your Company
commissioned the first part of the state-of-the art R&D
centre at Surat. It is manned by experienced scientists to
deliver its medium-to-longer term business plans which
are under preparation. This will help your Company to
develop new value-added molecules based on specific
customer requirements and speed up the process of
their commercialization. The R&D centre is being further
strengthened by commissioning a dedicated Pilot Plant
by June 2009.
In order to strengthen the process capabilities and widen
the product range following the significant investment in
R&D, your Company has now firmed up its plans to invest
in a multi-purpose plant which is expected to become
operational by the end of the current financial year.
As part of the performance improvement and cost
rationalization process during the year, the management
of the Company initiated a plan of consolidating its
specialty fluorochemicals operations at Surat. It is in
the process of relocating its fluoro-specialty plant and
equipment from Dewas to Surat, which will facilitate
greater R&D initiatives.
In the meanwhile, the management is also in the process
of identifying alternative products for its Dewas site.
Your Company is aware of its responsibilities as a good
corporate citizen in health, safety and environmental
management, the details of which are covered in the
management discussion and analysis.
The Company engaged Credit Analysis & Research
Limited (CARE) to obtain ratings for its term loans and
fund based as well as non fund based banking facilities.
The Company obtained (a) CARE A rating (indicating
adequate safety for timely servicing of debt obligations and
low credit risk) for its term borrowings and fund based
facilities and (b) PR1 rating (indicating strong capacity
for timely payment of Short Term debt obligations and
lowest credit risk) for its non fund based facilities.
During the year, the product profile shifted further
towards the more working capital intensive specialty and
bulk fluorides. Mitigating the volatility in the prices of key
raw materials remained critical to the business of the
Company. To effectively deal with the price peaks and
take advantages of the troughs, it was required to carry

large stocks of the critical raw materials from time to
time. This gave rise to a need for further enhancement of
the working capital limits. Consequently, the Company is
in the process of finalising the revised limits of Rs. 13,000
lacs with its existing bankers.
The Company is well on course of repaying the old term
borrowings. During the year under review repayments
of Rs. 2089 lacs were made.
Despite increase in working capital drawdown and higher
interest rates, the interest cost at Rs.863 lacs for the year
remained at 2 % of the turnover.
4. Subsidiary and Associates
Sulakshana Securities Limited (SSL), created through
the Sanctioned Scheme of Rehabilitation (SS) of Mafatlal
Industries Limited (MIL), for settlement of dues of the
term lenders of MIL, continued to remain a wholly
owned subsidiary of your Company.
Pursuant to the exemption granted to the Company by
the Central Government vide its letter No. 47/13/2009CL-III, dated 4th February 2009, the Company has not
attached copies of the balance sheet and profit and
loss account, Directors Report and Auditors Report
of the subsidiary company for the financial year ended
31st March 2009 and other documents required to be
attached under Section 212(1) of the Companies Act,
1956, to the balance sheet of the Company. However,
the other details as required by the Central Government
while granting the said exemption are disclosed in this
report.
The annual accounts and related information of the
subsidiary company are open for inspection by any
member/investor at the Registered Office of the
Company on working days between 2.00 p.m. and
4.00 p.m. and the Company will make available these
documents / details upon request by any member of the
Company who may be interested in obtaining the same.
Your Company continues to hold 49% of the equity
share capital of Mafatlal Denim Limited (MDL) which is
its only associate company. MDL has decided to extend
its financial year. The financials of MDL for the year
therefore, being not available, could not be dealt with as
per AS 23 in the results of the Company. Accordingly,
the auditors have drawn attention to this fact in their
report to the Consolidated financial statements of the
Company.
5. Industrial relations
There has been cordial and harmonious industrial
relations during the year and the management received
full co-operation from all the employees.
The workmen actively participated in several small
group activities to identify and implement efficiency
improvement programmes wherein they demonstrated
self initiative and sense of ownership.
6. Insurance
The properties and insurable assets and interests of your
Company, like building, plant and machinery, stocks, etc.
are adequately insured.
7. Particulars of employees
In compliance with the provisions of Section 217(2A) of
the Companies Act, 1956, a statement giving requisite
information is annexed hereto.
8. Energy, technology and foreign exchange
Additional information on conservation of energy,
technology absorption, foreign exchange earnings and
outgo as required, to be disclosed in terms of Section
217(1)(e) of the Companies Act, 1956, read with the
Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, is annexed hereto and
forms part of this report.
9. Employee Stock Option Scheme 2007
Pursuant to the provisions of Guideline 12 of the
Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme),
Guidelines, 1999, as amended, the details of stock
options as on 31st March 2009 under the Employee
Stock Option Scheme 2007 are set out in the Annexure
to the Directors Report.
10. Reports on corporate governance and management
discussion and analysis
As required under the Listing Agreement with stock
exchanges, reports on corporate governance as well as
management discussion and analysis are attached and
forms part of the Directors Report.
11. Directorate
The honour of Chairman Emeritus has been conferred
on Shri A.N. Mafatlal, the core promoter of the Company,
in recognition of the contribution made by him in the
growth of the business of the Company and the Group.
2008-2009
13
Shri S.S. Lalbhai and Shri P.N. Kapadia retire by rotation at

the ensuing Annual General Meeting, and being eligible,
offer themselves for re-appointment.
The Board of Directors has appointed Shri Shekhar
Khanolkar as an Additional Director w.e.f. 1st July 2008.
He will hold office up to the ensuing Annual General
Meeting of the Company and being eligible, offers
himself for re-appointment. Notices under Section 257
of the Companies Act, 1956, have been received by the
Company from members signifying their intention to
propose the candidature of Shri Shekhar Khanolkar as a
Director of the Company.
Shri Shekhar Khanolkar was appointed as a Whole Time
Director designated as President Fluorochemicals of
the Company w.e.f. 1st July 2008 subject to the approval
of the Members at the forthcoming Eleventh Annual
General Meeting.
The Board of Directors has appointed Shri Satish Kakade
as an Additional Director w.e.f. 6th October 2008.
He will hold office up to the ensuing Annual General
Meeting of the Company and being eligible, offers
himself for re-appointment. Notices under Section 257
of the Companies Act, 1956, have been received by
the Company from members signifying their intention
to propose the candidature of Shri Satish Kakade as a
Director of the Company.
Shri Satish Kakade has also been appointed as Managing
Director of the Company w.e.f. 6th October 2008 subject
to the approval of the Members at the forthcoming
Eleventh Annual General Meeting.
12. Directors responsibility statement
As required under the provisions of Section 217 (2AA) of
the Companies Act, 1956, your Directors report that:
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures.
(ii) The Directors selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent.
The purpose was to give a true and fair view of the
state of affairs of the Company and the profit of the
company at the end of the financial year.
(iii) The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
14
2008-2009
Act for safeguarding the assets of the Company and for

preventing and detecting fraud and other irregularities.
(iv) The Directors have prepared the annual accounts
on a going concern basis.
13. Auditors
The term of M/s. Deloitte Haskins & Sells, Chartered
Accountants, Mumbai as Auditors, expires at the
conclusion of this Annual General Meeting. They have
expressed their inability to offer themselves for reappointment. The Company has received a special notice
from a member of the Company proposing the name of
M/s. Deloitte Haskins & Sells, Chartered Accountant,
Vadodara, to be appointed as Statutory Auditors of
the Company at the ensuing Annual General Meeting
in place of the retiring auditors. The Audit Committee
has recommended to the Board, the appointment of
Vadodara, as auditors of the Company in place of the
retiring auditors. M/s. Deloitte Haskins & Sells, Chartered
Accountants, Vadodara, have given a certificate to the
effect that their appointment, if made, will be within the
prescribed limits specified under Section 224 (1B) of the
Companies Act, 1956. At the Annual General Meeting,
members are requested to appoint Auditors for the
current year and fix their remuneration. The specific
notes forming part of the accounts referred to in the
Auditors Report are self-explanatory and give complete
information. As regards paragraph 4. iv of the Auditors
Report, note no. 24 of Schedule 17 of Accounts is self
explanatory.
14. Donation
During the year, the Company has made donation of Rs.
15.00 lacs for charitable and other purposes.
15. Appreciation
The Directors wish to place on record their appreciation
of the devoted services of the workers, staff and the
officers who have largely contributed to the efficient
management of the Company. The Directors also place on
record their appreciation for the continued support from the
shareholders, the lenders and other business associates.
For and on behalf of the Board,
H.A. MAFATLAL
Chairman
Mumbai
Annexure to the Directors Report 2008-09

1.
2. Technology Absorption
Conservation of Energy
A) Energy conservation measures taken:
2 X 2730 KWH natural gas based power plant with
4 ton per hour steam generation (from waste heat
recovery boiler as co-generation) operated. This has
resulted in reduction of fuel consumption required
for steam generation in plant and reduction in plant
power-utility cost.
350 KWH/Day saving by optimizing power
requirement in plant cooling water circulation pump
by pipe line modification and changing the bigger HP
motor with a smaller one of right size based on the
actual load.
50KWH/Day power saving achieved in general
lighting by providing power saver lamps in street
lighting and providing timer in Air conditioner.
B) Additional investments and proposal, if
any, being implemented for reduction in
consumption of energy
Last year your company implemented central air
conditioning system, Power saver split air conditioner
and power saver lamp as energy saving scheme at
new Research center.
Efforts made in technology absorption are furnished in

prescribed Form B annexed hereto.
3. Foreign Exchange Earnings and Outgo
A) Activities relating to export initiatives taken to
increase exports, developments of new export markets
for products and services and export plans.
The export teams regularly visit the markets, customers
and end-users of different products. Along with the
technical team, the export group of your Company
participated in all major trade fairs and exhibitions such
as CPHI, Chemspec, Informex, etc. to improve your
Companys visibility amongst global customers and to get
exposed to newer developments and markets.
With Indias growing importance as a low-cost
manufacturing base with good health, safety and
environment practices, your Company sees a great
export potential in many of its products.
Inquiries emerging out of such trade fairs and exhibitions
are followed up by your Companys sales and marketing
teams through customer visits and interactions.
B) Total foreign exchange used and earned
(Rs. in lacs)
250 KWH/Day power saving achieved by lighting

transformer provide in plant lighting circuit.
C) Impact of the measure at (A) and (B) above,
for the reduction of energy consumption and
consequent impact on the cost of production
of goods
Current Year
Previous Year
Total foreign exchange

used
10805.45
10461.57
Total foreign exchange

earned
23594.33
11936.58
As indicated in (A) and (B) above.

D) Total energy consumption and
consumption per unit of production
energy
The particulars are furnished in the prescribed form

A annexed hereto.
2008-2009
15
FORM A
Form for Disclosure of Particulars with respect to Conservation of Energy
(A) POWER & FUEL CONSUMPTION

(1) Electricity
(a) Purchased
Units (in Kwh)
Total Cost (Rs.)
Rate/Unit (Rs.)
(b) Own Generation
(i) Through Diesel Generator
Units (in Kwh)
Unit per litre of diesel oil (Kwh)
Cost/Unit (Rs.)
(ii) Through Captive Power Plant
Units (in Kwh)
Unit per M3 of Natural Gas (Kwh)
Cost/Unit (Rs.)
(2) Furnance Oil
Quantity (K.Ltrs)
Total Amount (Rs.)
Average Rate (Rs./K Ltr)
(3) Others
A. High Speed Diesel (HSD.)
Quantity (K.Ltrs)
Total Cost (Rs.)
Rate/Unit (Per K.Ltr.)
B. Natural Gas
Quantity (Cub. Mtrs.)
Total Cost (Rs.)
Rate (Rs./Cub Mtrs.)
C. Water
Quantity (K. Ltrs.)
Total Cost (Rs.)
Rate (Rs./K.Ltrs)
(B) CONSUMPTION PER UNIT OF PRODUCTION:
(1) Electricity (Kwh/Mt.)
(2) Furnace Oil (K Ltrs/Mt.)
(3) Natural Gas (Cub.Mtrs/Mt.)
(4) Others (K Ltrs/Mt.)
Production
Synthetic Cryolite, Aluminium Fluoride & Fluorocarbon Gases
Misc. Fluorides
Intermediates
Total
16
2008-2009
Current Year
TOTAL
Previous Year
TOTAL
9026248
56727360
6.28
3586113
22711496
6.33
52250
2.96
59.35
16560
1.62
22.08
20392656
3.66
3.17
28130452
3.57
3.01
121
3282635
27129
353
7182916
20348
787
30919967
39280
349
12171142
34855
10104029
117323845
11.61
13095602
140554078
10.73
978107
6366241
6.51
1089080
7390033
6.79
973
0.00
337.59
32.71
MT
12535
17395
370
30300
934
0.01
389.77
32.43
MT
12180
21418
391
30073
Form-B
(A) Research & Development:
1.
2.
3.
4.
(B) Technology, absorption, adaptation and Innovation.
Specific area in which R&D is carried out by your

company
The R&D efforts of the company are directed towards
the following:
(a) Process improvement, technology up gradation
and operational excellence to keep products
competitive in global market.
(b) Development of new catalysts, equipments design
and innovative approach to increase conversion
and selectivity in existing products-processes to
make them safe and environment friendly.
(c) Development of new analytical methodology to
redefine quality of products with impurity profiling
to increase customers confidence.
Benefit derived as a result above R&D
Following benefits were derived from the above R & D:
(a) Expanded customers base and became preferred
supplier of fluoro organic specialties in Europe and
America
(b) Cost reduction in manufacturing has increased net
contribution margins.
(c) New products were added to the existing product
portfolio.
Future plan of action
With the new state-of-the-art Research and Innovation
centre being in place, increased nos. of scientists with
Pharma and agro research background and good
laboratory practices being followed, company is in
a position to explore new technological areas such as
electrochemical fluorination chemistry, contract research
/manufacturing and vapor phase fluorination chemistry.
Expenditure on R&D
a) Capital Expenditure
in Rs. lacs
Current Previous
year
year
649.57
b) Recurring Expenditure
188.97
141.80
c) Total
838.54
141.80
1.92
0.45
d) Total R&D Expenditure

as a % of total turnover
1.
Efforts in brief made towards technology

absorption, adaptation and innovation
R&D team develops new products processes through
extensive literature search, lab scale and pilot plant
experimental studies, and using new in- process and
final product analysis techniques. This results in to the
safest, environment friendly and economically viable
processes. Our scientists interact with customers,
technology experts and academicians from local and
international fraternity to update technical knowledge
and business scenario.
2.
Benefit Derived
Strengthen product portfolio, improved contribution
margins and attained prominence as global specialty
fluoroorganics player.
3.
Information regarding technology

during the last five years.
imported
A) (1) Technology imported : LiPF6(lithium hexafluorophosphate)

(2) Year of import: 2003-04
(3) Has technology been fully absorbed: Yes
(4) If not fully absorbed, not taken place, reasons
thereof and future plans of action Though the technology has been imported
and absorbed, NFIL has decided to monitor
the global demand-supply and pricing trends,
before embarking on an investment to set up
a commercial scale plant.
B)
(1) Technology imported : Thermal oxidation of

HFC23
(2) Year of import Technology was imported
during the year 2006-07
(3) Has technology been fully absorbed - Yes
(plant commissioned)
(4) If not fully absorbed, not taken place,
reasons thereof and future plans of action
- Not Applicable
2008-2009
17
Statement of particulars of employees pursuant to the provision of section 217(2A) of the

companies act,1956 and forming part of the directors report for the year ended 31st March, 2009
Name & Age
( Years )
(1)
Designation /
Remuneration
Nature of duties ( Rupees )
(2)
(3)
Qualification
& Experience
( Years )
(4)
Date of Commencement of
employment
(5)
Last Employment held

Name of Employer, Post held and
period ( years )
(6)
A) Names of Employees employed throughout the year and were in receipt of not less than Rs. 24,00,000 /I
Mr. Mafatlal H. A.
( 55 )
Chairman
Rs. 1,43,18,598 B.Com (Hons.)

( 33 )
01-05-2003
Finance Director
Rs. 79,82,220
B.Sc (Hons.)
FCA ( 32 )
01-05-2003
III Mr. Shekhar Khanolkar President-Specialty Rs. 47,06,318

( 40 )
B.E., M.M.S.
( 17 )
16-11-2007
IV Mr. Jain Gyanchand

( 49 )
Executive
Director - Operation
Rs. 46,59,265
V Mr. Thapliyal
Sridhar P.
( 60 )
VI Mr. Roychowdhury P.
( 48 )
Vice President - HR & Admin
Rs. 33,67,268
A.M.I.E.06-07-2007
( Chemical Engg.)
Advance Diploma
in Management
( 29 )
M.A., B. Ed, MBA- 01-07-2006
PGDQM
( 31 )
B.Com (Hons.)
28-02-2002
A.C.A. ( 24 )
II Mr. Srivastava A. K.
( 57 )
The Mafatlal Fine Spg. & Mfg. Co. Ltd

Vice-Chairman ( 17 years )
He is also the Vice-Chairman Mafatlal
Industries Ltd. ( 11 years)
Mafatlal Industries Ltd.
Sr.V.P. - Finance
(5 years )
BASF India Ltd.
Chief Executive
( Functional Polymers)
(7 years )
Indorama Petrochemicals Ltd.
Nigeria
Head of Polypropylene
(1.5 years )
Shreya Life Sciences Pvt. Ltd.

HRD & Administration
( 3.5 years )
Vice President Rs. 25,41,247
- Finance
General Manager
(Chemical Division) ( 7 years )
VII Mr. Kapadia B. V.
Sr.General
Rs. 29,64,731
B.E. - Chemical
28-02-2002
( 43 )
Manager
( 22 )
Chief Production Manager
B) Names of Employees employed for part of the year and were in receipt of remuneration of not less than Rs. 2,00,000 /- per month
Mr. Satish D. Kakade
( 55 )
Managing Director Rs. 43,33,756
II Mr. Sadekar Vinesh P.

( 53 )
Managing Director Rs. 17,26,579
III Mr. Jariwala P. R.

( 56 )
Dy.Gen.Manager
IV Mr. Haridas P. S.
( 51 )
Vice President Supply Chain

Management
B.Tech
(Chem.Engg.),
PGDM ( 32 )
B.Chem.Engg
( 29 )
10-06-2008
Rs. 10,42,225
B.E. - Mechanical
( 32 )
28-02-2002
Rs. 22,71,334
MBA - Materials
Management
( 32 )
14-07-2008
01-02-2006
Gujarat Fluorochemicals Ltd.

CEO
(3.6 years )
Cheminova India Ltd.
Managing Director
( 2 years )
Dy. Chief Engineer
Jubilant Organosys Ltd.
Associate Vice President
(23 years )
NOTES :
1
Remuneration, as above, includes Salary, Dearness Allowance, Companys contribution to Provident Fund and Superannuation Scheme, Leave
Encashment, Holiday Travel Benefits, Reimbursement of Medical Expenses, Medical Insurance Premium, House Rent Allowances, Additional
House Rent Allowance, Compensatory Allowances, Personal Allowance, Voluntary Retirement Benefit, Commission, where applicable, Personal
Accident Insurance, monetary value of perquisites calculated in accordance with provision of Income Tax Act, 1961and Rules made thereunder
in respect of Housing, Companys furniture and equipments etc. but does not include Companys contribution to Gratuity Fund.
None of the Companys employees is related to any Director of the Company except Shri Hrishikesh A. Mafatlal (Chairman of the Company)
and Shri Vishad P. Mafatlal ( Director of the Company ) who are related to each other.
None of the Companys employees is related to Director of the Company.
18
2008-2009
Information to be disclosed under the Securities and Exchange Board of India (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999.
a.
Options in force at the beginning of the year
56100
b. Options granted
c.
NIL
Options vested
9075
d. Options exercised
NIL
e.
Options lapsed/surrendered
f.
The total number of shares arising as a result of exercise of option
g.
Total number of options in force at the end of the year
19800
NIL
36300
h. Money realised by exercise of options
NIL
i.
The pricing formula: Market price on the days preceding the dates of grants
j.
Variation of terms of options:

The remuneration committee resolved by circular resolution on 25th March 2009 that the Employee Stock Option
Scheme 2007 of the Company be amended by modifying the Exercise Period in substitution of the existing provisions.
The exercise period would commence one year from the date of grant and will expire on completion of ten years from
the date of vesting of options.
k.
Employee wise details of options granted / in force at the end of the year
l.
i.
Senior managerial personnel
given herein below*
ii.
any other employee who receives a grant in any one year of option NIL
amounting to 5 % or more of option granted during that year
iii
Identified employees who were granted option, during any one NIL
year, equal to or exceeding 1 % of the issued capital (excluding
outstanding warrants and conversions) of the Company at the time
of grant
Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise NIL, since no option has been exercised
of option calculated in accordance with [Accounting Standard (AS) 20
Earnings Per Share]
m. Impact of employee compensation cost calculated as difference between Rs. 11.03 lacs
intrinsic value and fair market value in accordance with SEBI Guidelines
on ESOP
n. Weighted average exercise prices and weighted average fair values of options
(1)
Weighted average exercise price
Rs.379 per share
(2)
Weighted average fair value (Black Scholes model)
Rs.191 per share
2008-2009
19
o. A description of the method and significant assumptions used during the year to estimate the fair values of options,
including the following weighted average information
(1)
Risk free interest rate
8.12%
(2)
Expected life
(3)
Expected volatility
50%
(4)
Expected dividend
0.90%
(5)
The price of the underlying share in market at the time of option

granted
10 years
Rs. 374 and Rs.407
*Employee wise details of options granted / in force at the end of the year
1
Atul Srivastava
8700
Shekhar Khanolkar
8000
Partha Roy Chowdhury
4000
Sridhar Thapliyal
4000
Sunil Tandon
2200
Biren Kapadia
2100
Niraj Mankad
1900
Manoj Pandya
1600
Ketan Sablok
1400
10
L. N. Ravi
1500
11
Roshan Adhikari
Total number of Options in force at the end of the year
20
2008-2009
900
36300
CORPORATE GOVERNANCE REPORT

Company philosophy on corporate governance
1. Board of Directors
The essence of Corporate Governance lies in its transparency;

its efficiency lies in its ability to protect the stakeholders
interest. This is precisely what the Companys governance
process and practice has ventured to achieve: a transparency
and professionalism in action as well as the implementation
of policies and procedure to ensure high ethical standards as
well as responsible management.
To enunciate the spirit behind this governance process, the
Company has listed out its various compliances with the
statutory requirements of the day, as well as the spirit of the
practice.
Sr.
No.
1
2
3
4
5
6
7
8
9
10
11
Names of Directors
Category
(Executive/ NonExecutive)
Shri H.A. Mafatlal

Promoter Executive
Shri T.M.M. Nambiar Independent NonExecutive
Shri P.N. Kapadia
Independent NonExecutive
Shri S.S. Lalbhai
Shri S.M. Kulkarni
Shri R. Sankaran
Shri V.P. Mafatlal
Promoter NonExecutive
Executive
Shri S.D. Kakade
(appointed w.e.f. 6th
October 2008)
Executive
Executive
Shri S.S. Khanolkar
(appointed w.e.f 1st
July 2008)
Executive
Shri V.P. Sadekar
(up to 31st May 2008)
No. of
Board
Meetings
attended
8
8
The Board of Directors of the Company consists of ten

Directors having varied experience in different areas.
Some of them are acknowledged as leading professionals
in their respective fields. The composition of the Board
is in conformity with the provisions of Clause 49 of
the Listing Agreement(s). Shri H.A. Mafatlal who is the
Chairman of the Company heads the Board. The Board
consists of One Executive Promoter Director, One NonExecutive Promoter Director, Three Executive Directors
and Five Independent Non-Executive Directors.
Whether last
Other
$ No. of Committee
AGM held on Directorships held
Membership/
23rd June 2008 (including in Private
Chairmanship in
attended
Companies) at the
other Domestic
year end
companies as at the
year end
Yes
11*
3
Yes
2
2
Yes
7**
Yes
Yes
12***
Yes
Yes
18****
N.A.
--
--
8
6
Yes
N.A.
1
--
1
--
Yes
--
--
* In four Private Ltd. Companies

** In four Private Ltd. Companies
*** In two Private Ltd. Companies
**** In fifteen Private Ltd. Companies
$ Under this column, membership / chairmanship of Audit Committee and Shareholders / Investors Grievance Committee is considered.
Shri V. P. Mafatlal is the nephew of Shri H.A. Mafatlal, Chairman of the Company.
2008-2009
21
All relevant information such as production, sales, exports, financial results, capital expenditure proposals, statutory dues
position, etc. are, as a matter of routine, placed before the Board for its approval / information.
A total of eight meetings of the Board of Directors were held on 03.05.2008, 23.06.2008, 28.07.2008, 06.10.2008,
21.10.2008, 16.12.2008, 30.01.2009 and 23.03.2009. NFIL has thus observed the provisions of the Listing Agreement(s),
allowing not more than four months gap between two such meetings.
Personal Shareholding of Non-Executive Directors is as follows:
Name of the Directors
No. of Equity Shares as at the year end
Shri. T.M.M. Nambiar
30000
Shri P.N. Kapadia
1385
Shri S.S. Lalbhai
NIL
Shri S.M. Kulkarni
NIL
Shri R. Sankaran
NIL
Shri V.P. Mafatlal
102314
2. Audit Committee
As required under Section 292 A of the Companies Act, 1956, read with the provisions of Clause 49 of the Listing
Agreement(s) with the Stock Exchange(s), the Board has constituted an Audit Committee. Shri T.M.M. Nambiar is the
Chairman of the Committee with Shri P. N. Kapadia, Shri S.S. Lalbhai and Shri S.M. Kulkarni as members.
The terms of reference of the Audit Committee are as outlined in the Companies Act, 1956 and the Listing Agreement(s).
During the year under review, a total of four meetings of the Audit Committee were held, on 03.05.2008, 28.07.2008,
21.10.2008 and 30.01.2009. The attendance of the members of the Audit Committee is as follows:
Sr. Date
of
Audit
No. Committee Meeting Shri T.M.M. Nambiar
Attendance of Directors
Shri P.N. Kapadia
Shri S.S. Lalbhai
Shri S.M. Kulkarni
03.05.2008
Yes
Yes
Yes
Yes
28.07.2008
Yes
Yes
Yes
Yes
21.10.2008
Yes
No
Yes
No
30.01.2009
Yes
Yes
Yes
No
Yes attended, No Not Attended, N.A. Not Applicable

The Executive Chairman, the Managing Director, the Finance Director, Vice President Finance and Accounts, Statutory
Auditors, Internal Auditors, usually attend the meetings of the committee. The Company Secretary of the Company, Shri
N.B. Mankad acts as the Secretary.
3. Shareholders / Investors Grievance Committee
Shri P. N. Kapadia is the Chairman of Shareholders / Investors Grievance Committee. Shri T.M.M. Nambiar and Shri A.K.
Srivastava are the other members of the Committee. During the year under review, one meeting of the Shareholders /
Investors Grievance Committee was held on 23.03.2009 which was attended by all the members. The Committee looks
into redressing the investors grievances / complaints viz. non-receipt of transferred shares, non-receipt of dividends etc.
The other relevant details are as under:
a) No. of Complaints received from Shareholders from 01.04.2008 to 31.03.2009
: 11
b) No. of Complaints resolved during the year
: 11
c) No. of Complaints pending at the end of the year
d) No. of Pending transfers as on 31.03.2009 due to certain defects
Shri N.B. Mankad, Company Secretary is the Compliance Officer.
22
2008-2009
:
:
NIL
NIL
4. Remuneration Committee
Shri S.S. Lalbhai is the Chairman of the Remuneration Committee and Shri T.M.M. Nambiar and Shri S.M. Kulkarni are the
members.
During the year, three meetings of the Remuneration Committee were held on 03.05.2008, 23.06.2008 and 06.10.2008.
The Committee is authorized to decide on the remuneration package for Executive Directors including annual increments,
pension rights and compensation payments, if any and granting of stock options to Senior Management Personnel. The
details of attendance of the members of the Remuneration Committee are as follows:
Sr. Date of Remuneration
No. Committee Meeting
Attendance of Directors
Shri S.S. Lalbhai
Shri T.M.M. Nambiar
Shri S.M. Kulkarni
03.05.2008
Yes
Yes
Yes
23.06.2008
Yes
Yes
Yes
06.10.2008
Yes
Yes
Yes
Yes attended, No- Not Attended, N.A. Not Applicable

5. Remuneration of Directors
Remuneration paid to the Executive and Non-Executive Directors:
Sr. Director
No.
Salary and perquisites

(Rs. In lacs)
Commission *
(Rs. In lacs)
Sitting Fees
(Rs. In lacs)
Shri H.A. Mafatlal
28.19
115.00
Shri V.P. Sadekar (upto 03.05.2008)
17.27
Shri S.D. Kakade (w.e.f. 06.10.2008)
33.34
10.00
63.76
20.00
Shri S.S. Khanolkar (w.e.f. 01.07.2008)
44.79
Shri T.M.M. Nambiar
3.50
1.60
Shri P.N. Kapadia
3.50
1.10
Shri S.S. Lalbhai
3.50
1.50
Shri S.M. Kulkarni
3.50
1.10
10
Shri R. Sankaran
3.50
0.80
11
Shri V.P. Mafatlal
3.50
0.80
* Payable in Financial Year 2009-2010

Note: Other service contracts, notice period, severance fees etc. None
Shri A.K. Srivastava and Shri Shekhar Khanolkar were granted 8700 and 8000 options respectively under the Employee
Stock Option Scheme 2007.
The Non-Executive Directors are paid remuneration in accordance with the prevalent practice in the industry and
commensurate with their experience. Besides the above remuneration, there is no other material pecuniary relationship
or transaction by the Company with Non-Executive Directors.
6. Disclosure
(a) Disclosure on material transactions i.e. transactions of the Company of material nature, with its promoters, the
Directors or the management, their subsidiaries or relatives etc., that may have potential conflict with the interest of
the Company at large.
2008-2009
23
None of the transactions with any of the related parties were in conflict with the interest of the Company.
(b) Details of non-compliance by the Company, penalties, strictures imposed by Stock Exchanges / SEBI or any statutory
authority, on any matter related to capital markets, during the last three years.
None
(c) Though there is no formal whistle blower policy, the Company takes cognizance of complaints made and suggestions
given by the employees and others. Even anonymous complaints are looked into and whenever necessary, suitable
corrective steps are taken. No employee of the Company has been denied access to the Audit Committee of the
Board of Directors.
(d) The Company has laid down procedures to inform the Board Members about the risk assessment and risk mitigation
mechanism, which is periodically reviewed and reported to the Board of Directors by senior executives.
(e) Disclosure of accounting treatment different from accounting standards.
None
7. Code of conduct for Board Members and Senior Management
The Board of Directors, at its Meeting held on 27th October 2005, has laid down the Code of Conduct for all the Board
Members and members of the senior management. The code is also placed on the website of the Company viz. www.nfil.
in. A certificate from the Managing Director, affirming compliance of the said Code by all the Board Members and members
of senior management, to whom the Code is applicable, is annexed separately to this report.
8. General Body Meeting
Location and time where the last three Annual General Meetings (AGM) were held:
AGM
Year
Venue
Date
Time
No. of special
resolutions passed
10th
2007-08
S.N.D.T. Womens University, Patkar Hall,

1 Nathibai Damodar Thackersey Road
Churchgate, Mumbai 400020
23/06/2008
3.00 P.M.
9th
2006-07

20/07/2007
3.00 P.M.
8th
2005-06

29/06/2006
3.30 P.M.
Whether special resolutions

a)
Were put through postal ballot last year
: NO
Details of voting pattern
: N.A.
Person who conducted the postal ballot exercise
: N.A.
b) Are proposed to be conducted through postal ballot this year

Procedure for postal ballot
24
2008-2009
: NO
: N.A.
9. Means of communication
The Financial Results of the Company are reported as mentioned below:
Half yearly report sent to shareholders
: No
Quarterly Results proposed to be published in which newspaper
: In English Economic Times and

In Marathi Maharashtra Times
Any website
: www.nfil.in
Whether it displays official news release and the presentation

made to institutional investors or the analysts
: Yes
Whether management discussion and analysis report is a part

of the annual report
: Yes
10. General shareholders information

A. Eleventh Annual General Meeting
Date
: 15th June 2009
Time
: 3.00 p.m.
Venue
: S.N.D.T. Womens University, Patkar Hall,

1, Nathibai Damodar Thackersey Road,
B. Financial Calendar
: 01/04/2009 to 31/03/2010 (tentative)
First quarterly results
End of July 2009
Second quarterly results (half yearly)
End of October 2009
Third quarterly results
End of January 2010
Audited yearly results
End of May 2010
C. Date of book closure
: 6th June 2009 to 15th June 2009
D. Dividend payment date
: On or after 18th June 2009, if declared at the AGM
E. Listing
: Bombay Stock Exchange Ltd. (BSE)

Ahmedabad Stock Exchange Ltd. (ASE)
National Stock Exchange of India Ltd. (NSE)
F.
Stock Code
: BSE 532504
ASE 45433
NSE NAVINFLUOR EQ
G. ISIN Number
: INE 048 G 01018
2008-2009
25
H. Monthly High and Low:

Month
Bombay Stock Exchange

Highest
Lowest
BSE Sensex
Highest
BSE Sensex
Lowest
No. of Shares
Traded
April 2008
279.00
225.50
17480.74
15297.96
151333
May 2008
323.90
250.00
17735.70
16196.02
998113
June 2008
307.30
237.00
16632.72
13405.54
329363
July 2008
295.90
215.00
15130.09
12514.02
335251
August 2008
285.90
232.25
15579.78
14002.43
114480
September 2008
256.90
175.30
15107.01
12153.55
85269
October 2008
190.00
121.00
13203.86
7697.39
154350
November 2008
168.00
110.00
10945.41
8316.39
82932
December 2008
135.00
103.00
10188.54
8467.43
80695
January 2009
145.00
110.05
10469.72
8631.60
107007
February 2009
123.00
86.00
9724.87
8619.22
185108
March 2009
93.00
72.55
10127.09
8047.17
393582
Highest
Lowest
259.90
322.95
296.75
296.00
286.00
260.00
188.90
167.50
135.00
144.45
123.50
93.00
210.05
249.95
240.00
212.00
235.00
175.25
120.00
112.05
103.00
106.30
86.00
74.00
Month
April 2008
May 2008
June 2008
July 2008
August 2008
September 2008
October 2008
November 2008
December 2008
January 2009
February 2009
March 2009
I.
26
Registrar and Share Transfer Agents

Sharepro Services (India) Pvt. Ltd.
Samhita Warehousing Complex, 2nd Floor,
Gala No. 52 to 56, Bldg. No. 13 A - B,
Near Sakinaka Telephone Exchange, Andheri-Kurla Road,
Sakinaka, Mumbai - 400 072
Tel: 91 22 6772 0300 / 6772 0400
Fax: 91 22 2859 1568 / 2850 8927
2008-2009
National Stock Exchange

NSE Sensex
NSE Sensex
Highest
Lowest
5230.75
4628.75
5298.85
4801.90
4908.80
4021.70
4539.45
3790.20
4649.85
4201.85
4558.00
3715.05
4000.50
2252.75
3240.55
2502.90
3110.45
2570.70
3147.20
2661.65
2969.75
2677.55
3123.35
2539.45
No. of Shares
Traded
252421
777153
138173
243644
82799
83304
122939
53703
64406
56301
113815
82073
Investor Relations Centre

912, Raheja Centre, Free Press Journal Road,
Nariman Point, Mumbai - 400 021.
Tel: 91 22 6613 4700
Fax: 91 22 2282 5484
J.
Share Transfer System

All the share related work is being undertaken by our R&T Agent, Sharepro Services (I) Pvt. Ltd., Mumbai. A Share
Transfer Committee of three Directors has been constituted to approve the share transfer, transmission, split,
consolidation, etc. of shares. The share transfers are registered and returned within 30 days from the date of receipt if
relevant documents are complete in all respects. The shareholders investors grievances are also taken up by our R&T
agent.
K. Distribution of shareholding as on 31.03.2009

Slab
Total no. of shareholders
No. of Shares
% of total
share capital
108593
98.98
1478517
14.64
501-1000
519
00.48
401462
03.98
1001-2000
251
00.23
384717
03.81
2001-3000
90
00.08
228501
02.26
3001-4000
66
00.06
230778
02.28
4001-5000
38
00.04
175042
01.73
5001-10000
71
00.06
501199
04.96
10001-above
81
00.07
6699673
66.34
109709
100
10099889
100
Less than 500
Total
L. Shareholding pattern as on 31.03.2009

Sr.
No.
Category
No. of Shares held
% of holding
Promoters holding
3758790
37.22
Mutual Funds and UTI
294251
02.91
Bank, financial institutions, insurance companies, central / state

government institutions
379095
03.75
FIIs (Foreign Institutional Investors)
56405
00.56
Private Corporate Bodies
1370571
13.57
Indian Public
4137860
40.97
NRIs / OCBs
102917
01.02
Any other (please specify)
10099889
100
Total
M. Dematerialisation details
As on 31st March 2009, 26026 shareholders were holding 8805872 equity shares in Demat form which constitutes
87.19% of the total share capital of the Company.
N. Outstanding GDR / ADR
: N.A.
O. Plants / factories:
1. Navin Fluorine Industries, Bhestan, Surat - 395023
2. Navin Fluorine Industries, Dewas 455002 (M.P.)
2008-2009
27
P.
Address for correspondence

Navin Fluorine International Ltd.
a) Registered Office:
1st floor, Kalpataru Point, Kamani Marg, Sion (East), Mumbai 400022
Tel: 91 22 6650 9999 / 2404
Fax: 91 22 6650 9800
Website: www.nfil.in
b) Corporate Office:
Mafatlal House, Backbay Reclamation, Mumbai 400020
Tel: 91 22 40083636
Fax: 91 22 66357633
The Company has complied with all the mandatory requirements of Clause 49 and has also complied with one of the nonmandatory requirement viz. setting up of the Remuneration Committee.
Annexure to Corporate Governance Report

of Navin Fluorine International Ltd.
Declaration regarding Affirmation of Code of Conduct

In terms of the requirement of the amended Clause 49 of the Listing Agreement, this is to confirm that all members of the
Board and the senior management personnel have affirmed compliance with the Code of Conduct for the year ended 31st
March 2009.
Satish Kakade
Managing Director
Place: Mumbai
Date: 30th April 2009
AUDITORS CERTIFICATE
To the Members of Navin Fluorine International Limited
We have examined the compliance of conditions of corporate governance by Navin Fluorine International Limited for the year
ended on 31st March 2009, as stipulated in clause 49 of the Listing Agreements of the said Company with stock exchanges.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited
to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, and the representation made by
the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the
abovementioned Listing Agreements.
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 and on behalf of
Deloitte Haskins & Sells
P. B. Pardiwalla
Partner
Membership No. 40005
Place: Mumbai
Date: 30th April 2009
28
2008-2009
MANAGEMENT DISCUSSION AND ANALYSIS

Economic overview
Following the global economic crisis, the Indian economy too

suffered a major setback and local demand also slumped. As
a result the growth projections of the Indian economy which
was pitched at a healthy 9-10 % at the beginning of the year
had to be moderated to a sub 5% level.
Despite adverse economic conditions the Specialty

Fluorochemicals and Bulk Fluorides business segments
grew by 26% and 20% respectively.
Exports at Rs. 24063 lacs (including CER income)

accounted for 58% of the turnover of the Company.
With sustained efforts the gross working capital could be

brought down to Rs. 11863 lacs at the year end from a
high of Rs.13946 lacs at the beginning of the year thereby
mitigating the adverse impact of higher finance costs
during the year.
A number of initiatives in Safety, Health and Environment

were undertaken by Chillworth, an internationally
reputed UK Firm, including the safety audit of the entire
Surat complex.
The Company engaged Credit Analysis & Research

Limited (CARE) and obtained rating of CARE A
(indicating adequate safety for timely servicing of debt
obligations and low credit risk)for its term borrowings and
fund based banking facilities and rating PR1 (indicating
strong capacity for timely payment of Short Term debt
obligations and lowest credit risk) for its non fund based
facilities.
Fluorochemicals industry
In line with the global recession the fluorochemical industry
was confronted with a stiff challenge by way of major demand
shrinkage across all segments and geographies. The impact
across some end use segments of fluorochemicals, such as
Agrochemicals and Pharmaceuticals has been less severe than
other segments, like steel, aluminium, auto and construction.
However, your Company, through a diversified portfolio,
managed to mitigate the impact to some extent.
Company overview
Your Company is in the business of fluorochemicals. It has
a leading position in Indias fluorochemicals industry, having
the largest integrated fluorochemicals complex in India. Its
Hydrofluoric acid capacity of more than 20,000 tons p.a. and its
ability to produce some of the niche organofluorine molecules
gives it the leading edge among other fluorochemicals
producers in India. The company offers a diversified portfolio
of advanced fluorine derivatives to the world with wide
ranging applications in pharma, agro and petrochemicals.
Key highlights, 2008-09
Outlook
Based on the unprecedented fiscal measures taken by the
governments and central banks of all major world economies,
the world is expecting the tides to turn.
During the year the R&D centre at Surat was established

and several recruitments were made to strengthen the
R&D.
However, all the current economic forecasts are portraying a

gloomy economic scenario. The sustaining pharma and agro
demand is the silver lining for your Company.
The Pilot Plant for the R&D is expected to be

commissioned in the first quarter of 2009 10.
The Company also initiated the process of defining its

medium to long term strategic plan with the help of
Mckinsey & Company. The exercise is expected to be
completed by the first half of 2009 10.
Despite, a weak global economic forecast the latest outlook

for the Indian economy is projecting a modest growth of 5 %
in the coming year. However, for fluorochemicals industry the
end use segments of steel, aluminium, auto and construction
will continue to be under pressure.
2008-2009
29
DIVISIONAL ANALYSIS
Specialty Fluorochemicals
Rs. / lacs
*2005-06
Rs 6520 lacs
*2006-07
Rs 7941 lacs
*2007-08
Rs 8531 lacs
*2008-09
Rs 10752 lacs
The Specialty fluorochemicals portfolio primarily caters to the agro-chemical, pharmaceutical and polymer industries.
On the back of dependable product quality, robust service standards and growing customer relationships, the division
witnessed a 26 % growth in turnover to Rs 10752 lacs in 2008-09. The sophisticated R&D centre, is soon expected to
reinforce your Companys presence.
The business highlights are as underIntroduced four new specialty products.
Enhanced the number of collaborations with global multinationals and emerged integral to their growth.
Focused on new process developments across the product portfolio.
Introduced a comprehensive quality assurance system on par with global standards.
The business with its healthy past track record of growth is the prime mover for the companys future growth. The new
R & D facilities and the considerably enhanced R & D manpower will drive the growth engine. The soon-to-be-commissioned
Pilot Plant and the proposed multipurpose plant will further strengthen these efforts.
Despite the overall economic downturn, the division is expected to give healthy growth for the coming year especially since
agro and pharma, the key end use segments of the division are expected to be stable.
30
2008-2009
Bulk Fluorides
Rs. / lacs
*2005-06
Rs 3266 lacs
*2006-07
Rs 5433 lacs
*2007-08
Rs 6708 lacs
*2008-09
Rs 8081 lacs
The division caters to aluminium smelters, steel, automotive, glass, sugar, agro and pharma industries with a spectrum of
products used in diverse applications.
The division witnessed a 20% growth in turnover to Rs.8081 lacs in 2008-09. This was possible as the business was able to
pass on the cost escalations as a result of aggresive marketing efforts.
The divisional growth will depend on the speed with which the key end use industries viz. auto and steel recover from the
current slump.
Refrigerants
Rs. / lacs
*2005-06
Rs 13683 lacs
*2006-07
Rs 12675 lacs
*2007-08
Rs 13858 lacs
*2008-09
Rs 22955 lacs
The refrigerant gases portfolio comprises of HCFC (Hydro-chloro-fluoro-carbon) 22 which is used in air-conditioners, both
stationary and mobile, and 143a which is used in car air-conditioners and household refrigerators. They also find applications
in Pharma as propellants in inhalers.
A strong network of loyal dealers and customers is the strength that the Company enjoys in this space. Currently, 134a is being
traded by the Company.
The divisional turnover now includes income from sale of Carbon Credits. This was the last year for CFCs. The division was
able to retain the sales volumes despite weak demands in the second half of the year.
The total production capacity will be used as per the targets conforming to the international regulations.
OPERATIONS HIGHLIGHTS
The CDM plant achieved 100% of the baseline.
Advanced process control and safety systems were introduced to operate sensitive plants at their most optimum
levels.
Despite erratic supplies of natural gas, all the plants were operated by arranging alternate power / fuel resources.
New HF derivatives developed on commercial scale.
2008-2009
31
SAFETY, HEALTH AND ENVIRONMENT

Your Company as a responsible corporate citizen, holds its safety, health and environment (SHE) commitment integral to
its existence and growth. It enjoys the services of a competent team well experienced in SHE. The team invests proactively
in impact mitigation initiatives coupled with simulation and third party audits measure the safety, health and environment
performance against global standards.
Focus on Safety
In order to provide the employees a safe and hazard-free work place and the nearby community a safe and clean environment,
your Company engaged Chillworth U.K., a reputed international firm, to carry out a comprehensive safety audit of all the
Companys plants at Surat and recommend improvements.
A number of these recommendations have already been implemented and your Company has prepared plans to invest a
substantial amount to implement the other relevant recommendations in a phased manner during 2009 -10.
Safety training and awareness programmes are conducted on an ongoing basis starting from familiarization, awareness creation
to mandatory participation by all permanent and contract workers in mock drills, etc.
Some other activities carried out were as underJob safety analyses of approx. 300 activities having manual interventions.
A modified safety work permit system was introduced to make the SOPs more comprehensive.
The focus was extended beyond employees to the nearby community, transporters and customers who were trained in
the safe use and handling of its products.
Based on the recommendations of the HSE consultant the Company is investing in scientific plant design with necessary
checks, alarms, trips backed by fully-automated DSC operated monitoring systems to safe-guard against human errors.
Focus on Health
Your Company has a healthy workforce which receives health related advices by external visiting faculties as a part of the
ongoing awareness creation. The companys Surat facility is equipped with a six-bed health centre and a qualified full-time
doctor supported by nurses. It has a tie up with a hospital just 5 kms from its plant to provide immediate and effective care, in
case of any emergency. The Company provides comprehensive health insurance covers for all its employees across levels.
During the year biannual employee health appraisals for existing employees were undertaken which included among others
tests such as spirometry, audiometry, opthulometry, calcium estimation, etc.
Focus on the Environment
Your Company is an ISO 14001 certified entity. It has a fully equipped pollution control laboratory for analysis and monitoring
of pollutants.
At its Surat plant your Company maintains a huge plantation to reduce air pollution caused by factory emissions, to absorb
sound, to prevent soil erosion and to add to the aesthetics of the plant.
The Company is readying itself to acquire the prestigious OHSAS-18001, a comprehensive safety management system
certification in the first quarter 2009-10.
Some major activities carried out during the year are as underImprovement in efficiency of Effluent Treatment Plant (ETP) to minimize lime waste disposal.
Surveillance audit for ISO:14001 / environment management system (EMS) and implementation of all recommendations
arising out of the audit
A third party environment audit through Sardar Vallabbhai National Institute of Technology (SVNIT)
32
2008-2009
RESEARCH AND DEVELOPMENT

Your Company set up a 25000 Sq.ft state-of-the-art R & D facility at Surat during the year to cater to the growing needs of
the pharmaceuticals and agrochemicals sectors. Navin Research and Innovation Centre, as it is called, will soon have a pilot
plant to facilitate scale up of the R&D knowledge commercial plant level.
A balanced R&D team of experience and knowledge has already been put in place which is working on different projects
pertaining to process improvement and product development. The benefits arising out of these efforts shall start accruing soon.
RISK MANAGEMENT
Risk is integral to all business activities, though in varying degrees and forms. In your Company, risk management ensures that
risks are identified, adequately measured, estimated, transferred or controlled to enhance shareholder value. Irrespective of
the type of risk or the activity that creates it, the Companys following fundamental approach to risk management remains
the same:
Forward-looking approach to identify and measure risks.
In-depth domain knowledge
To increase the effectiveness of internal and external reporting structure.
To develop a risk culture that encourages employees to identify risks and associated opportunities and respond to them
with appropriate timely actions.
Your Company has a structured risk management programme in order to safeguard itself from various risks, by taking
adequate and timely actions by prioritising the risks and attaching each significant risk to a designated owner, who closely
monitors the likelihood of occurrence and the probable impact on the business, while reviewing the current control measures
periodically.
Some of the key risks perceived and perpetually monitored by the Company are as follows:
Volatility in prices of key raw materials
Exchange fluctuation risk
INTERNAL CONTROL SYSTEMS

All the major business processes of the company are currently run on SAP, the latest in ERP which is under up gradation to
the latest version. The company has adequate internal audit systems commensurate with its size and nature of operations.
An independent firm of chartered accountants carries out the internal audit at one of the companys manufacturing sites. A
team from the in house internal audit resources of the group covers the other locations.
The internal auditors periodically interact with the audit committee of the board of directors to discuss the terms of reference
and the frequency of the audit, significant audit observations and their disposals and remedies if any
HR INITIATIVES
A process was initiated to establish objective linkages between immediate term goals of the organization and the key
deliverables of the members of senior management teams.
A cultural process was set in motion whereby each employee will either be a recipient or provider of service within the
organization. A feed-back mechanism was put in place cutting across levels to assess internal customer satisfaction levels
across employees and functions.
Small group activities (SGA) were initiated to encourage employee participation in identifying areas of improvements and
achieving them as part of the TQM initiatives. This is a tool which demonstrates commitment of the top management and
employees to create internal bonding.
5s challenge trophy was introduced for improvement of the housekeeping of the plant at Surat.
2008-2009
33
OPPORTUNITIES AND THREATS

Identification and evaluation of opportunities and acting upon them is a perpetual process within the Company. Similarly, the
management is also constantly monitoring the potential threats and taking necessary actions to mitigate the impact of any
adversities.
The significant opportunities as identified by the management are:
In the fluorospecialties your Company has been operating in a high entry barrier niche segment providing it with the
necessary protection from competitive threats.
The barrier to introduce new fluorospecialties to the large agro and pharma companies both in India and overseas is expected
to be much lower for your Company since it already has strong established relationships with these companies.
Your Company has the largest fluorine complex in India with ~ 20,000 tons of Anhydrous Hydrofluoric Acid capacity. This
provides the ability to speedily address new requirements of customers.
The CDM income shall provide the Company with necessary financial strength to leverage and grow further in its area of
choice.
The threats perceived by the Company which are being closely monitored and suitably dealt with are:
Accelerated phasing out of Hydrochlorofluorocarbons (HCFC 22)
Unhealthy competition from the Chinese in some of the products.
Faster obsolescence of some of the existing products leading to shrinkage of the product basket of the Company.
Increase in population around the Surat site of the Company leading to the potential HSE vulnerability.
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO

OPERATIONAL PERFORMANCE.
The Company returned a healthy financial performance which has been discussed elsewhere in the report. Profit before tax
and exceptional items improved by 299 % from Rs. 2020 lacs in the previous year to Rs. 8067 lacs during the year. PAT also
improved by 474 % from 788 lacs in the previous year to Rs. 4529 lacs during the year. EPS improved from Rs.7.81 for the
previous year to Rs. 44.84 in the current year. Operating EBIDTA increased from 14 % to 25 % and ROCE improved from
8 % to 27 %.
Capital addition during the year was Rs. 781 lacs and loan repayment aggregated to Rs. 3911 lacs during the year. There has
also been a reduction of Rs.1782 lacs in inventories and receivables over the previous year end figure.
Consequently, the Balance Sheet ratios have also shown marked improvement over the previous years. Debt / Equity improved
from 0.48 to 0.23 and RONW improved from 4 % to 21 %.
34
2008-2009
Auditors report
To, the members of
1.
We have audited the attached Balance sheet of Navin

Fluorine International Limited as at 31st March, 2009, the
Profit and Loss account and also the Cash-flow statement
for the year ended on that date, annexed thereto.
These financial statements are the responsibility of the
Companys management. Our responsibility is to express
an opinion on these financial statements based on our
audit.
2.
We conducted our audit in accordance with the auditing

standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well
as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for
our opinion.
3.
4.
As required by the Companies (Auditors Report) Order,

2003, issued by the Central Government in terms of
section 227 (4A) of the Companies Act, 1956, we enclose
in the Annexure a statement on the matters specified in
paragraphs 4 and 5 of the said Order.
Further to our comments in the Annexure referred to
above, we report that:
i.
we have obtained all the information and explanations,

which to the best of our knowledge and belief were
necessary for the purposes of our audit;
ii.
in our opinion, proper books of account as required

by law have been kept by the Company so far as
appears from our examination of those books;
iii. the Balance sheet, Profit and Loss account and

Cash-flow statement dealt with by this report are in
agreement with the books of account;
iv.
attention is invited to note no. 24 of schedule 17

regarding the companys view on disclosure under AS24
(Discontinuing Operations) in respect of its plant at
Dewas owing to which no disclosures in terms of AS
24 have been made. Subject to the aforesaid, in our
opinion, the Balance sheet, Profit and Loss account
and Cash-flow statement dealt with by this report
comply with the accounting standards referred to
in sub-section (3C) of section 211 of the Companies
Act, 1956;
v.
on the basis of written representations received from

the directors, as on 31st March, 2009 and taken on
record by the Board of Directors, we report that
none of the directors is disqualified as on 31st March,
2009 from being appointed as a director in terms
of clause (g) of sub-section (1) of section 274 of the
Companies Act, 1956;
vi. in our opinion, and to the best of our information,

and according to the explanations given to us, the said
accounts, read with the significant accounting policies
and notes thereon, give the information required by
the Companies Act, 1956, in the manner so required,
and give a true and fair view in conformity with the
accounting principles generally accepted in India:
a)
in the case of the Balance sheet, of the state of

affairs of the Company as at 31st March, 2009;
b) in the case of the Profit and Loss account, 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.
For Deloitte Haskins & Sells,
(P. B. Pardiwalla)
Partner
Membership Number 40005
Mumbai, dated, 30th April, 2009
2008-2009
35
Annexure to the Auditors report

Re: Navin Fluorine International Limited
(referred to in paragraph 3 of our report of even date)
1.
The requirement of clauses (xiii) and (xiv) of paragraph 4

of the Order are not applicable to the Company for the
year.
2.
(a) The Company has maintained proper records

showing full particulars, including quantitative details
and situation of fixed assets;
(b) some of the fixed assets were physically verified
during the year by the management in accordance
with a program of verification, which in our opinion
provides for physical verification of all the fixed
assets at reasonable intervals. According to the
information and explanations given to us, no material
discrepancies were noticed on such verification;
(c) there has not been any substantial disposal of fixed
assets during the year.
3.
(a) The inventories have been physically verified during

the year by the management. In our opinion, the
frequency of verification is reasonable;
(b) the procedures of physical verification of inventories
followed by the management are reasonable and
adequate in relation to the size of the Company and
the nature of its business;
(c) the Company is maintaining proper records of
inventories. The discrepancies noticed on verification
between the physical stocks and book records were
not material.
4.
The Company has not granted or taken loans to/ from

companies, firms or other parties covered in the Register
maintained under section 301 of the Companies Act,
1956. Consequently, requirements of clauses (iii.a) to (iii.
g) of paragraph 4 of the Order are not applicable.
5.
In our opinion, and according to the information and

explanations given to us, there is an adequate internal
control system commensurate with the size of the
Company and the nature of its business for the purchase
of inventory and fixed assets and for the sale of goods
and services. During the course of audit, we have
not observed any continuing failure to correct major
weaknesses in the internal control system.
36
2008-2009
6.
In our opinion, and according to the information

and explanations given to us, there are no contracts
or arrangements referred to in section 301 of the
Companies Act, 1956, particulars of which need to be
entered in the register maintained under section 301 of
the Act. Consequently, the requirements of clause v.b
of paragraph 4 of the Order are not applicable to the
Company.
7.
The Company has not accepted deposits from the public

within the meaning of sections 58A, 58AA or any other
relevant provisions of the Companies Act, 1956, where
applicable, and the Rules framed there-under. We are
informed that no Order has been passed by the Company
Law Board, Reserve Bank of India or any Court or any
other Tribunal.
8.
In our opinion, the Company has an internal audit system

commensurate with the size and nature of its business.
9.
We have broadly reviewed the books of account relating

to materials, labour and other items of cost maintained
by the Company pursuant to the Rules made by the
Central Government for the maintenance of cost
records under section 209(1)(d) of the Companies Act,
1956, and we are of the opinion that prima facie the
prescribed accounts and records have been made and
maintained except that the prescribed cost statements
are in the process of being compiled for the year. We have,
however, not made a detailed examination of the records
with a view to determining whether they are accurate or
complete.
10. (a) In our opinion, and according to the information and

explanations given to us, the Company has generally
been regular in depositing undisputed statutory
dues including those relating to 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, where applicable, with
the appropriate authorities. There are no arrears of
outstanding statutory dues as at the last date of the
year for a period of six months from the date they
became payable;
(b) according to the information and explanations given
to us, there are cases of non-deposit of disputed dues
of excise duty of Rs. 91.93 lacs (pending before the

High Court (Rs. 90.50 lacs), Assistant Commissioner of
Central Excise (Rs. 1.43 lac)), sales-tax of Rs. 137.04
lacs (pending before the High Court (Rs. 72.02 lacs),
Sales-tax Appellate Tribunal (Rs. 59.08 lacs), Appellate
Board (Rs. 2.06 lacs), Additional Commissioner
(Rs. 1.91 lacs) Joint Commissioner (Rs. 1.68 lacs),
Assistant Commissioner (Rs. 0.30 lacs)), Income tax of
Rs.265.16 lacs (pending before Income Tax Appellate
Tribunal(Rs. 0.36 lacs),Commissioner of Income Tax,
Appeals (Rs. 264.80 lacs). Except for these, there are
no other cases of non-deposit with the appropriate
authorities of disputed dues in respect of incometax, excise duty, customs duty, wealth-tax, sales-tax,
service tax and cess.
11. The Company has no accumulated losses at the end of
the year and it has not incurred cash losses during the
year and in the immediately preceding year.
12. In our opinion and according to the information and
explanations given to us, the Company has not defaulted
in the repayment of dues to banks, financial institutions
and debentureholders.
13. The Company has not granted loans and advances on the
basis of security by way of pledge of shares, debentures
and other securities.
14. According to the information and explanations given to
us, the Company has not given any guarantee for loans
taken by others from banks or financial institutions.
15. In our opinion, the term loans taken during the year
have been applied for the purposes for which they were
obtained.
us, and on an overall examination of the Balance sheet of
the Company, we report that no funds raised on shortterm basis have been used for long-term investment.
17. The Company has not made any preferential allotment of
shares to parties and companies covered in the Register
maintained under section 301 of the Companies Act,
1956.
us and the records examined by us, securities/ charges
have been created in respect of the debentures issued.
19. During the year, the Company has not raised money by
public issue(s).
20. To the best of our knowledge and belief and according to
the information and explanations given to us, no fraud on
or by the Company, was noticed or reported during the
year.
(P. B. Pardiwalla)
Partner
2008-2009
37
Balance sheet as at 31st March, 2009

(Rupees in lacs)
Schedule
As at
31st March, 2009
As at
31st March, 2008
SOURCES OF FUNDS
Shareholders funds
Share capital
1,009.54
1,009.54
Reserves and surplus
21,891.96
18,229.11
22,901.50
19,238.65
5,264.27
9,175.44
Loan funds
Secured loans
Deferred tax liabilities (net)

Total
1,714.76
1,464.76
29,880.53
29,878.85
23,838.00
22,966.83
8,620.88
7,393.43
469.73
14,747.39
15,573.40
2,648.42
2,738.73
17,395.81
18,312.13
1,624.58
1,624.62
APPLICATION OF FUNDS
Fixed assets
Gross block
less, depreciation
less, impairment
Net block
Capital work-in-progress
Investments
Current assets, loans and advances

Inventories
6,087.72
6,802.55
Sundry debtors
6,076.46
7,143.27
Cash and bank balances
1,480.98
2,228.85
Loans and advances
10,256.47
8,249.28
23,901.63
24,423.95
12,163.81
13,665.54
less,Current liabilities and provisions

Current liabilities
10
Provisions
11
Net current assets

Total
Significant accounting policies
16
Notes on accounts
17
877.68
816.31
13,041.49
14,481.85
10,860.14
9,942.10
29,880.53
29,878.85
As per our attached Report of even date

for Deloitte Haskins & Sells
(P. B. Pardiwalla)
Partner

38
2008-2009
H.A. Mafatlal
Chairman
S.D. Kakade
Managing Director
N.B. Mankad
Company Secretary
T. M. M. Nambiar
V. P. Mafatlal
S. S. Lalbhai
A. K. Srivastava
P. N. Kapadia
R. Sankaran
S. S. Khanolkar
S. M. Kulkarni
Directors
Profit and Loss account for the year ended 31st March, 2009
Schedule
INCOME
Turnover (gross)
less, excise duty
Turnover (net)
Processing charges
Other income
(Decrease) / Increase in stocks of finished goods and process stocks
12
13
Total
EXPENDITURE
Purchase of trading goods
Manufacturing and Other expenses
Excise duty
Depreciation
Depreciation on immovable properties
Impairment
Interest
14
15
Total
Profit before exceptional items and tax

Exceptional items
Amount under wage settlement
Compensation under voluntary retirement scheme
Capital work-in-progress written off
Profit before tax
Provision for tax
Current tax (including wealth-tax, Rs. 1.48 lacs, previous year, Rs. 1.41 lacs)
Deferred tax
Fringe benefit tax
Short provision for tax in respect of earlier year
Profit after tax
Surplus brought forward from previous year
Amount available for appropriations
APPROPRIATIONS
Transferred to general reserve
Transferred to debenture redemption reserve
Transferred to contingency reserve (refer note 3.b.ii of schedule 17)
Interim dividend
Proposed dividend
Surplus carried to Balance sheet
Earnings per share (refer note 17 of schedule 17):
basic - Rs.
diluted - Rs.
Notes on accounts
(P. B. Pardiwalla)
Partner
H.A. Mafatlal
Chairman
Year ended
31st March, 2009
(Rupees in lacs)
Year ended
31st March, 2008
43,728.35
2,169.27
41,559.08
228.99
41,788.07
473.83
(872.42)
41,389.48
31,325.06
2,513.36
28,811.70
284.84
29,096.54
447.66
(229.55)
29,314.65
63.00
30,899.12
(220.84)
1,248.46
0.03
469.73
863.36
33,322.86
8,066.62
158.11
25,367.81
(268.94)
1,148.13
0.03
889.57
27,294.71
2,019.94
(174.71)
(582.58)
7,309.33
(506.15)
1,513.79
(2,501.48)
(250.00)
(29.00)
(2,780.48)
4,528.85
1,013.42
5,542.27
(147.41)
(504.29)
(30.50)
(43.16)
(725.36)
788.43
1,292.52
2,080.95
453.00
112.00
250.00
505.00
505.00
172.53
1,997.53
3,544.74
83.50
261.35
250.00
404.00
68.68
1,067.53
1,013.42
44.84
44.84
7.81
7.81
16
17
S.D. Kakade
Managing Director
N.B. Mankad
Company Secretary
T. M. M. Nambiar
V. P. Mafatlal
S. S. Lalbhai
A. K. Srivastava
P. N. Kapadia
R. Sankaran
S. S. Khanolkar
S. M. Kulkarni
Directors
2008-2009
39
Cash flow statement for the year ended 31st March, 2009
(Rupees in lacs)
A.
Year ended
31st March, 2009
Year ended
31st March, 2008
7,309.33
1,513.79
1,248.49
1,148.16
Impairment
469.73
Capital work-in-progress written off
582.58
30.23
10.21
Provision for doubtful debts / advances written back
(18.37)
(36.09)
Interest expense
863.36
889.57
(329.33)
(189.47)
46.33
(1.82)
0.16
0.03
(28.90)
(48.16)
CASH FLOW FROM OPERATING ACTIVITIES

Profit before tax
adjustments for,
Depreciation
Loss on sale of fixed assets (net)
Interest income
Foreign exchange (gain)/ loss on year end revaluation
Share of loss in the partnership firm where the Company is a partner
Dividend on long-term investments (non-trade)
Profit on sale of long term investments (non trade)
Excess provision of earlier years written back
Provision for doubtful debts / advances
Operating profit before working capital changes
Decrease / (Increase) in trade receivables
Decrease / (Increase) in inventories
(1.85)
8.96
19.69
10,176.30
3,285.53
1,144.30
(2,533.26)
(860.49)
84.38
(851.21)
(Decrease) / Increase in trade and other payables
(1,652.90)
3,549.54
290.61
(695.42)
Cash generated from Operations
10,466.91
2,590.11
Direct taxes and fringe benefit tax paid
(2,510.78)
(295.44)
7,956.13
2,294.67
(1,407.54)
(2,169.05)
(0.19)
(0.03)
Net cash generated from operating activities

CASH FLOW FROM INVESTING ACTIVITIES
Purchase of fixed assets
Capital contribution in partnership firm where Company is a partner (current)
(0.16)
(0.03)
(1,846.64)
(251.00)
466.76
Advances to Sunanda Industrial Machinery Ltd.
(1,438.00)
Sale of long term investments (net)
137.12
19.44
31.39
Amounts paid for acquiring MIL debts from KMBL on assignment basis
Advances to Sulakshana Securities Ltd.
Sale of fixed assets

Dividend income
28.90
48.16
Interest income
169.23
280.13
(3,287.96)
(2,643.55)
Net cash (used in) investing activities
40
(18.53)
714.83
Decrease / (Increase) in loans and advances
B.
(6.27)
2008-2009
Cash flow statement for the year ended 31st March, 2009
(Rupees in lacs)
C.
Year ended
31st March, 2009
Year ended
31st March, 2008
0.02
0.26
(588.05)
349.64
Repayments of other borrowings
(2,089.29)
(2,065.86)
Proceeds from other borrowings (net)
(1,121.88)
944.21
316.51
355.36
(1,045.62)
(465.14)
(902.99)
(979.78)
(5,431.30)
(1,861.31)
Net (decrease) in cash and cash equivalents
(763.13)
(2,210.19)
Cash and cash equivalents at the beginning of the year
2,198.49
4,408.68
Cash and cash equivalents at the end of the year
1,435.36
2,198.49
1,480.98
2,228.85
less, interest accrued on bank deposits
45.19
30.51
Foreign exchange (gains) and losses
(0.43)
0.15
1,435.36
2,198.49
CASH FLOW FROM FINANCING ACTIVITIES

Calls in arrears received during the year (including share premium)
Repayment of debenture
Proceeds from long term borrowings
Compensation received pursuant to Montreal Protocol for phasing out production of

Ozone Depleting Substances - Capital reserve no. 2
Dividend paid (including Corporate dividend tax thereon)
Interest expense
Net cash (used in) financing activities
Notes,
1
Reconciliation of cash and cash equivalents

As per Balance sheet - schedule 8
As per cash flow statement

2
The following are treated as non-cash transactions:

a. Interest aggregating to Rs. 26.56 lacs (previous year, Rs. 80.70 lacs) capitalised during the year.
b. Issue of Zero Coupon Secured Redeemable at par Non-Convertible Debentures during the year,
aggregating to Rs. nil (previous year, Rs. 700.00 lacs)

(P. B. Pardiwalla)
Partner
H.A. Mafatlal
Chairman
S.D. Kakade
Managing Director
N.B. Mankad
Company Secretary
T. M. M. Nambiar
V. P. Mafatlal
S. S. Lalbhai
A. K. Srivastava
P. N. Kapadia
R. Sankaran
S. S. Khanolkar
S. M. Kulkarni
Directors
2008-2009
41
Schedules forming part of the accounts

(Rupees in lacs)
Schedule 1 SHARE CAPITAL

Authorised
3,50,00,000 equity shares of Rs.10/- each
Issued and subscribed
1,00,99,889 equity shares of Rs. 10/- each, fully paid-up (refer note below)
less, Calls in arrears
Total
As at
31st March, 2009
As at
31st March, 2008
3,500.00
3,500.00
1,009.99
0.45
1,009.54
1,009.99
0.45
1,009.54
Note,
Includes 49,99,999 equity shares of Rs. 10/- each allotted as fully paid up to the shareholders of Mafatlal Industries Limited (MIL) pursuant
to its scheme of demerger, without payment being received in cash.
Schedule 2 RESERVES AND SURPLUS
Capital reserve no. 1
Balance of excess of assets over liabilities and reserves taken over
pursuant to the scheme of demerger of MIL
As per last Balance sheet
Compensation received pursuant to the Montreal Protocol for phasing out production of ozone
depleting substances
add, received during the year
Share premium account
less, amount in arrears (net of receipts during the year, Rs. 0.02 lacs; previous year, Rs. 0.22 lacs)
Contingency reserve
Reserve created in terms of a corporate guarantee given
add, transferred from Profit and loss account during the year
Debenture redemption reserve
less, transferred to General reserve
General reserve
add, transferred from Debenture redemption reserve
Surplus in Profit and Loss account
Total
42
2008-2009
8,035.17
8,035.17
5,550.47
316.51
5,866.98
5,195.11
355.36
5,550.47
2,374.08
2.23
2,371.85
2,374.08
2.25
2,371.83
750.00
250.00
1,000.00
500.00
250.00
750.00
261.35
112.00
261.35
81.35
292.00
261.35
246.87
453.00
81.35
781.22
3,544.74
21,891.96
163.37
83.50
246.87
1,013.42
18,229.11

(Rupees in lacs)
Notes
As at
As at
31st March, 2009 31st March, 2008
Schedule 3 SECURED LOANS

Debentures
423,000 Zero Coupon Secured Redeemable at par Non-Convertible
Debentures of Rs. 100/- each
(Redeemable in three equal annual instalments at the end of the third, fourth
and fifth years from the date of allotment, i.e. 23rd August, 2006)
Nil (as at 31st March, 2008, 700,000) Zero Coupon Secured Redeemable at
par Non-convertible Debentures of Rs. 100/- each
423.00
423.00
423.00
700.00
1,123.00
Term loan accounts
2,476.96
4,566.25
Cash credit accounts
2,364.31
3,486.19
4,841.27
8,052.44
5,264.27
9,175.44
Loans and advances from Banks
Total
Notes,
1. Secured by first mortgage on the Companys immovable property at first floor of Kalpataru Point, Sion, Mumbai.
2. In the previous year, secured by pledge of investment in the equity shares of Mafatlal Denim Limited
3. Secured by charges created / to be created on all the fixed assets at Bhestan and certain fixed assets at Dewas, both present and future (excluding land
under development at Bhestan). Further secured by 9,00,00,000 preference shares held by the Company / another company in MIL pledged / to be pledged
in favour of the banks. Pending creation of the pledge on 4,00,00,000 preference shares, the Company has given a negative lien there-against.
4. Secured by hypothecation of certain stocks and book debts of the Company, both present and future and second charge created / to be created on all the
fixed assets of the company situated at Bhestan and certain fixed assets at Dewas.
Schedule 4 FIXED ASSETS

Asset category
(Rupees in lacs)
Gross Block
Depreciation
As at Additions/ Deductions/
As at
Upto
1st April, adjustments adjustments 31st March, 31st March,
2008
2009
2008
Land
Buildings
Plant and machinery
Impairment
For the Deductions/

Upto
year adjustments 31st March,
2009
Net Block
For the
As at
As at
year 31st March, 31st March,
2009
2008
11.56
11.56
11.56
11.56
1,059.11
546.87
1,605.98
132.71
22.12
154.83
1,451.15
926.40
0.88
5,792.82
11.33
11,575.18
12,238.30
17,082.81
298.19
1.67
17,379.33
4,844.51
949.19
Furniture, fittings and

office equipment
320.08
32.49
14.69
337.88
142.63
21.76
1.55
162.84
175.04
177.45
Vehicles
273.24
63.61
43.92
292.93
81.18
25.35
15.70
90.83
202.10
192.06
Assets retired from

active use *
Buildings
316.31
316.31
119.73
8.62
128.35
140.05
47.91
196.58
3,843.49
3,843.49
2,041.69
218.07
2,259.76
300.16
1,283.57
1,801.80

office equipment
42.19
0.68
5.46
37.41
25.47
2.07
1.09
26.45
10.50
0.46
16.72
Vehicles
18.04
4.93
13.11
5.51
1.28
1.79
5.00
7.69
0.42
12.53
22,966.83
941.84
70.67
23,838.00
7,393.43
1,248.46
21.01
8,620.88
469.73
14,747.39
15,573.40
17,830.32
5,215.35
78.84
22,966.83
6,282.54
1,148.13
37.24
7,393.43
15,573.40
2,648.42
2,738.73
Plant and machinery
Total
As at and for the
year ended
31st March, 2008
(including capital advances)
* Retired from active use w.e.f. 31st March, 2009
2008-2009
43

(Rupees in lacs)
As at
As at
Schedule 5 INVESTMENTS (long term)
(a) Non-trade investments (unquoted)
(i)
Subsidiaries
1,50,000 equity shares of Sulakshana Securities Limited of Rs. 10/- each, fully paid-up
15.00
15.00
less, provision for diminution in value
15.00
15.00
9.03
9.03
1,552.73
1,552.73
1.50
1.50
6,000.00
6,000.00
7,563.26
7,563.26
(ii) Other investments

4,81,600 equity shares of Cebon Apparel Private Limited of Rs. 10/- each, fully paid-up
1,77,47,072 equity shares of Mafatlal Denim Limited of Rs. 10/- each, fully paid-up
150 * 11% Corporate bonds - series IV of Housing Development Finance Corporation
Limited of Rs. 1,000/- each, fully paid-up
6,00,00,000 ** Optionally Convertible Fully Redeemable Non-Cumulative preference
shares of Rs. 10/- each, fully paid-up of Mafatlal Industries Limited (MIL)
(iii) Capital contribution in Urvija Associates, a Partnership Firm
5,940.00
5,940.00
1,623.26
1,623.26
0.80
0.80
1,624.06
1,624.06
2.58
2.58
2.03
1.99
0.03
0.03
2.06
2.02
0.52
0.56
1,624.58
1,624.62
(refer note 22 of schedule 17)

(b) Immovable properties
less, depreciation
(i)
(ii) for the year
Total
Note,
Immovable properties charged in connection with loan taken by another company.
*
pending transfer in the Companys name and not available for physical verification.
** 2,00,00,000 Optionally Convertible Fully Redeemable Non-Cumulative preference shares of MIL have been pledged as additional
securities for loans taken by the Company. For the balance 4,00,00,000 shares, the Company has given a negative lien pending creation
of pledge.
44
2008-2009

(Rupees in lacs)
As at
As at
Schedule 6 INVENTORIES
Stores and spares
611.24
519.03
Raw materials
3,495.37
3,429.99
Process stocks
132.91
253.69
Finished goods
1,848.20
2,597.94
Stock-in-trade
Trading goods
Total
1.90
5,476.48
6,283.52
6,087.72
6,802.55
199.05
165.84
5,953.18
7,065.14
6,152.23
7,230.98
75.77
87.71
6,076.46
7,143.27
6,076.46
7,143.27
75.77
87.71
6,152.23
7,230.98
8.14
5.95
193.42
280.62
1,279.36
1,942.22
1,472.78
2,222.84
0.06
0.06
1,480.98
2,228.85
Schedule 7 SUNDRY DEBTORS (unsecured)

Debts outstanding for a period exceeding six months
Other debts
less, provision
Total
Note,
Considered good
Considered doubtful
Schedule 8 CASH AND BANK BALANCES

Cash on hand
Balances with scheduled banks
- in current accounts (refer notes below)
- in fixed deposit accounts (including interest accrued Rs. 45.19 lacs;
as at 31st March, 2008, Rs. 30.51 lacs)
(on fixed deposit receipts of Rs. 46.00 lacs, a bank has lien;
as at 31st March, 2008, Rs. 457.00 lacs)
Post Office savings bank account (security deposit)
(maximum amount Rs. 0.06 lac; as at 31st March, 2008, Rs. 0.06 lac)
Total
Notes,
1.
Certain current accounts with banks, which have been transferred from MIL pursuant to its scheme of demerger, are in the process of
being transferred in the Companys name.
2.
Out of the above, unutilised monies from the first and final call on equity shares made by the Company in an earlier year aggregate to
Rs. 1.62 lacs (as at 31st March, 2008, Rs. 1.59 lacs).
2008-2009
45

(Rupees in lacs)
As at
As at
Schedule 9 LOANS AND ADVANCES
(Unsecured unless otherwise stated)
Loan to subsidiary company (refer note 3.b.i of schedule 17)
2,778.07
2,527.07
7,390.39
5,597.05
30.08
30.24
5.19
2.48
Iraq Project work-in-progress
162.70
162.70
Advance tax (net of provision)
335.18
373.73
1.37
10,702.98
8,693.27
446.51
443.99
10,256.47
8,249.28
10,256.47
8,249.28
446.51
443.99
10,702.98
8,693.27
Sulakshana Securities Limited
2,778.07
2,527.07
Maximum amount outstanding during the year
2,778.07
2,993.83
25.37
33.55
33.55
37.37
10,536.32
13,146.59
10,536.32
13,146.59
1,243.50
110.88
68.58
79.59
303.24
303.24
12.17
25.24
12,163.81
13,665.54
Advances recoverable in cash or in kind or for value to be received

(including secured Rs. 2,865.61 lacs, previous year Rs.nil) (refer note 4 of schedule 17)
Capital contribution in the partnership firm where the Company is a partner (current)
Balances with Central Excise
Fringe benefit tax (net)

less, provision
Total
Notes,
(1) Considered good
Considered doubtful
(2) Loans and advances in the nature of loans, due from:
Subsidiary Company:
Others:
Staff
(interest bearing with repayment schedules beyond seven years)
Maximum amount outstanding during the year
Schedule 10 CURRENT LIABILITIES
Sundry creditors
- total outstanding dues to micro and small enterprises (refer note 14 of schedule 17)
- total outstanding dues to creditors other than micro and small enterprises
Other liabilities *
Advances from customers
Advance against project contracts
Interest accrued but not due on loans
Total
* includes Rs. 1,119.00 lacs (previous year Rs. Nil) secured by pledge of investments
of a group company.
46
2008-2009

(Rupees in lacs)
As at
As at
Schedule 11 PROVISIONS
For tax (net of advance tax)
7.02
22.27
2.23
51.32
122.86
Provision for leave encashment
228.49
196.27
Proposed dividend
505.00
404.00
For fringe benefit tax (net)

Provision for gratuity

Total
85.85
68.68
877.68
816.31
Year ended
Year ended
Schedule 12 OTHER INCOME
Interest
- on bank deposits, etc. (TDS, Rs. 17.44 lacs; previous year, Rs. 11.62 lacs)
121.37
128.47
- on advances (TDS, Rs. 46.05 lacs; previous year, Rs. 13.29 lacs)
207.96
61.00
329.33
189.47
28.90
48.16
Rent
28.80
28.80
18.53
Insurance claims
16.93
12.99
Provision for doubtful debts / advances written back / debts written off recovered
18.37
36.09
6.27
1.85
45.23
111.77
473.83
447.66
Profit on sale of long term investment (non trade)
Excess provision of earlier years written back (net)

Miscellaneous income
Total
Schedule 13 (DECREASE) / INCREASE IN STOCKS OF FINISHED GOODS AND PROCESS STOCKS

Stocks as at 31st March, 2009
Finished goods
Trading goods
Process stocks
1,848.20
2,597.94
1.90
132.91
253.69
1,981.11
2,853.53
2,597.94
2,840.62
1.90
23.58
253.69
218.88
2,853.53
3,083.08
(872.42)
(229.55)
less,
Stocks as at 1st April, 2008
Finished goods
Trading goods
Process stocks
(Decrease) / Increase
2008-2009
47

(Rupees in lacs)
Year ended
31st March, 2]009
Year ended
31st March, 2008
20,314.23
15,800.04
1,821.46
1,586.52
Contribution to provident fund and other funds
240.48
293.33
Welfare expenses
128.54
131.30
2,190.48
2,011.15
Stores, spares and packing materials consumed
1,506.26
1,809.88
Power and fuel
2,193.75
1,960.45
2.36
14.46
58.31
45.57
174.24
173.23
14.55
7.10
Schedule 14 MANUFACTURING AND OTHER EXPENSES

Raw materials consumed
Payments to and provisions for employees
Salaries, wages and bonus
Operating and Other expenses
Processing charges
Rent
Rates and taxes
Repairs to buildings
Repairs to machinery
196.08
190.35
Insurance
74.41
107.20
Communication expenses
73.85
72.72
Commission and discount
379.16
431.70
1,422.54
1,265.32
30.23
10.21
Transport and freight charges (net)

Provision for doubtful debts / advances
8.96
19.69
15.00
10.00
Directors sitting fees
6.90
6.70
0.16
0.03
652.38
268.32
1,585.27
1,163.69
Donations
Legal and professional fees

Miscellaneous expenses
8,394.41
7,556.62
30,899.12
25,367.81
On fixed loans
341.50
489.81
On cash credit accounts
486.37
394.81
35.49
4.95
863.36
889.57
Total
Schedule 15 INTEREST
On Others
Total
48
2008-2009

Schedule 16
SIGNIFICANT ACCOUNTING POLICIES
1.
Fixed assets
Fixed assets are recorded at cost of acquisition or construction. They are stated at historical cost less accumulated depreciation and
impairment loss, if any.
2.
Depreciation
Depreciation on fixed assets is provided for on straight-line basis in accordance with the Companies Act, 1956 (refer note 5 of schedule 17).
3.
Impairment loss
Impairment loss is provided to the extent the carrying amount(s) of assets exceed their recoverable amount(s). Recoverable amount is
the higher of an assets net selling price and its value in use. Value in use is the present value of estimated future cash-flows expected to
arise from the continuing use of the asset and from its disposal at the end of its useful life. Net selling price is the amount obtainable from
sale of the asset in an arms length transaction between knowledgeable, willing parties, less the costs of disposal.
4.
Investments
Long-term investments are carried at cost. Provision is made to recognize a diminution, other than temporary, in the carrying amount of
long-term investments.
5.
Inventories
Items of inventory are valued at cost or net realizable value, which ever is lower. Cost is determined on the following basis:
Raw materials, stores and spares
Weighted average
Process stocks and finished goods
At material cost plus appropriate value of overheads
Trading goods
FIFO
6.
7.
Retirement and other employee benefits

a.
The Company contributes towards Provident fund, Family Pension fund and Superannuation fund which are defined contribution
schemes. Liability in respect thereof is determined on the basis of contribution as required under the statutes / rules.
b.
Gratuity liability, a defined benefit scheme, and provision for leave encashment is accrued and provided for on the basis of actuarial
valuations made at the year end.
Foreign currency transactions

Transactions in foreign currency are recorded at the original rates of exchange in force at the time the transactions are effected. At the
year-end, monetary items denominated in foreign currency and forward exchange contracts are reported using closing rates of exchange.
Exchange differences arising thereon and on realization / payment of foreign exchange are accounted, in the relevant year, as income or
expense.
In case of forward exchange contracts, or other financial instruments that are in substance forward exchange contracts, the premium
or discount arising at the inception of the contracts is amortized as expense or income over the life of the contracts. Gains / losses on
settlement of transactions arising on cancellation / renewal of forward exchange contracts are recognized as income or expense.
8.
Borrowing costs
Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the
cost of such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use. All other
borrowing costs are charged to revenue.
9.
Revenue recognition
Revenue (income) is recognized when no significant uncertainty as to its determination or realization exists. Turnover includes carbon credits
which are recognized on delivery thereof or sale of rights therein as the case may be, in terms of the contracts with the respective buyers.
10. Taxes on income

Tax expense comprises of both current and deferred tax at the applicable enacted / substantively enacted rates. Current tax represents
the amount of income-tax payable / recoverable in respect of the taxable income / loss for the reporting period. Deferred tax represents
the effect of timing differences between taxable income and accounting income for the reporting period that originate in one period and
are capable of reversal in one or more subsequent periods.
2008-2009
49

11. Provisions and contingencies
A provision is recognized when the Company has a legal and constructive obligation as a result of a past event, for which it is probable
that cash outflow will be required and a reliable estimate can be made of the amount of the obligation. A contingent liability is disclosed
when the Company has a possible or present obligation where it is not probable that an outflow of resources will be required to settle
it. Contingent assets are neither recognized nor disclosed.
12. Employee stock option
Measurement and disclosure of the employee share-based payment plans is done in accordance with the Guidance Note on Accounting
for Employee Share-based Payments, issued by The Institute of Chartered Accountants of India. Compensation expense is amortized
over the vesting period of the option on a straight line basis. The Company measures compensation cost relating to employee stock
options using the intrinsic value method.
Schedule 17
NOTES ON ACCOUNTS
As at
31st March, 2009
1.
2.
a.
b.
c.
d.
e.
Estimated amount of contracts remaining to be executed on capital account and not

provided for
Contingent liabilities in respect of:
Excise matters disputed in appeal
These relate to MODVAT on capital purchases (pending before the Assistant
Commissioner) and permit fee on purchase of alcohol (pending before the High Court)
Claims against the Company not acknowledged as debts
Labour matters involving issues like regularization of employment,
termination of employment, compensation against severance, etc.
Disputed bills of vendors not accounted for
Demand for maintenance charges
Sales-tax matters disputed in appeal
These relate to classification of goods and consequent dispute on the rates of sales-tax
(pending at various stages from Assistant Commissioner to High Court)
Income tax matters disputed in appeal
In all the above matters, the Company is hopeful of succeeding and as such does not
expect any significant liability to crystallize.
Corporate guarantee given for settlement of Mafatlal Industries Limited (MIL) dues
(refer note 3.b.ii of schedule 17)
f.
(Rupees in lacs)
As at
31st March, 2008
292.00
403.41
91.93
92.33
23.34
8.84
23.34
8.84
6.81
174.13
371.72
176.95
1,000.00
1,000.00
Indemnity given to the buyer of a property sold by Sulakshana Securities Limited (SSL)
against any claim which may arise on the property during the settlement of balance
MIL dues transferred to SSL (refer note 3.a.ii of schedule 17). Principal amount of such
Amount not
outstanding dues in SSL as at 31st March, 2009 is Rs. NIL lacs (as at 31st March, 2008
ascertainable
Rs.63.00 lacs).
3
The Board for Industrial & Financial Reconstruction (BIFR) declared Mafatlal Industries Limited (MIL) a sick industrial undertaking and
a.
sanctioned a scheme for its rehabilitation (SS). Pursuant to this:
(i)
the Chemical Division of MIL was demerged and vested in the Company with effect from the appointed date (1st March, 2002),
as a going concern, and effect given to in the accounts in the relevant financial year;
(ii) Sulakshana Securities Limited (SSL), the wholly-owned subsidiary of the Company, took over certain identified assets and term
loan liabilities of MIL with the objective of repaying them by disposing off the assets thus transferred.
b. In terms of the settlements reached by MIL/ SSL for the discharge of term loan liabilities of MIL, as referred to in 3(a)(ii) above:
(i)
the Company advanced monies, from time to time, and issued debentures aggregating to Rs. 2,778.07 lacs (previous year Rs.2,527.07
lacs) (interest free) at year end.
(ii) the Company gave a corporate guarantee of Rs, 1,000.00 lacs against which a contingency reserve of Rs. 1,000.00 lacs has been
created equitably over four years from 2005-2006 as required by the lenders.
c) SSL has during the year, completed repayment of the term loan liabilities taken over from MIL. The settlement of monies advanced is
dependent on the sale and realization of assets remaining with SSL as mentioned in 3(a)(ii) above.
50
2008-2009

4
The Company decided to assist MIL in its rehabilitation efforts in view of its substantial investment in MILs shares and has from time to
time taken several steps which, broadly are as follows:
(a) Advanced monies to a group company and issued Companys debentures, aggregating to Rs. 2,230.13 lacs (previous year Rs.2,196.67
lacs) at year end to enable settlement of loan liabilities of MIL.
(b) Taken over loan liabilities of MIL of Rs. 6,534.12 lacs, at a value of Rs. 2,865.61 lacs (at year end).
MIL presently is in the last leg of implementation of a modified rehabilitation scheme. The settlement of the amounts in (a) and (b) above
is dependent on the successful implementation of the modified rehabilitation scheme, when the same is sanctioned by BIFR.
Depreciation has been provided for on all fixed assets on straight-line basis in accordance with the provisions of the Companies Act,
1956, at the rates and in the manner specified in schedule XIV of the Act. In respect of Diethyl Aniline, Diethyl/ Monoethyl Aniline,
Speciality Chemicals, Cryolite, Aluminium Fluoride, Refrigerant Gases, Mafron113, ABF Plants, Fluoroaniline Plants and Captive Power
Plant depreciation has been provided for at the rate applicable to continuous process plants.
(Rupees in lacs)
6. a. Managerial remuneration:
Salaries
Year ended
Year ended
31st March 2009 31st March 2008
135.78
96.62
Contribution to provident and other funds
21.88
14.58
Perquisites
29.67
14.19
Commission
166.00
57.48
Total
353.33
182.87
7,309.33
1,513.79
6.90
6.70
353.33
182.87
Note,
(i) The above excludes contribution for gratuity and leave encashment as the
incremental liability has been accounted for by the Company as a whole.
(ii) Of the above, Rs. 244.13 lacs (Previous Year Rs. 57.48 lacs) is subject to
approval of shareholders.
b. Calculation of net profits under section 349 of the Companies Act, 1956:
Profit before tax
add,
Directors remuneration (including commission)
Provision for doubtful debts/ advances
8.96
19.69
7,678.52
1,723.05
less,
Provision for doubtful debts and advances written back
18.37
36.09
Profit on sale of long term investment (non-trade)
18.53
Capital profit on sale of fixed assets
3.14
18.37
57.76
7660.15
1,665.29
115.00
24.98
To, the Managing Director @ 0.13 % (previous year, 1.00%)
10.00
16.65
To, the Finance Director @ 0.26 % (previous year, nil)
20.00
To, the Non-executive directors @ 0.27 % (previous year, 0.95%)
21.00
15.85
166.00
57.48
Net profit as per section 349 of the Companies Act, 1956

Commission payable
To, the Chairman @ 1.50 % (previous year, 1.50%)
Total
2008-2009
51

(Rupees in lacs)
7.
Payment to auditors:
Year ended
Year ended
Audit fees
8.00
8.00
Tax audit fees
2.75
2.75
- taxation matters
9.75
- company law matters
1.29
As advisor or in any other capacity, in respect of:
In any other manner (certification work, etc.)
5.45
5.95
Service-tax
3.23
1.22
Expenses
0.22
0.08
30.69
18.00
Total
The above payments include Rs. 6.12 lacs (Previous year Rs. nil) paid to a firm where a partner of the firm is a partner.
8.
(a) The company has taken office and residential premises under operating lease or leave and license agreements. These are generally
cancelable in nature and range between 11 months to 36 months. These leave and license agreements are generally renewable or
cancelable at the option of the Company or the lessor. The lease payment recognised in the profit and loss account is Rs. 58.31 lacs
(previous year Rs 45.57 lacs).
(b) Premises shown as investments have been given on operating lease for a period of sixty months. The other details are as under:
(Rupees in lacs)
Particulars
As at
31st March, 2009
As at
31st March, 2008
Gross block as at the year end
2.58
2.58
Accumulated depreciation as at the year end
2.06
2.02
Depreciation charged during the year
0.03
0.03
MIL was executing a project in Iraq when hostilities broke out between Iraq and Kuwait in 1990-91,resulting in suspension of project
work. In view of the post war conditions and the sanctions imposed by the United Nations and the Government of India, suspended
operations could not be resumed. The customers bankers have asked for extension of bank guarantees for advance payment and
performance and the State Bank of India (SBI), in turn, had claimed that the funds deposited with them in respect of the aforesaid project
are subject to lien. During the previous year, in lieu of alternate securities provided by group companies, SBI released lien on the funds
deposited with them for subsequent appropriation thereof in connection with the transaction described in note 4 above. In view of the
prevailing uncertain circumstances, the receipts and payments under the contracts, transferred to the Company pursuant to the SS of
MIL, continue to be carried forward and necessary adjustments would be made on the status of the project becoming clearer.
10. Major components of deferred tax (liabilities) and assets are as under:
(Rupees in lacs)
Difference between books and tax written down values of fixed assets
Provision for diminution in value of investments
Unabsorbed depreciation
Others
Total
52
2008-2009
As at
31st March, 2009
(2,629.90)
177.52
679.80
57.82
(1,714.76)
As at
31st March, 2008
(2,504.41)
180.72
679.80
168.93
10.20
(1464.76)

11. In an earlier year, the workers of Navin Fluorine, Bhestan had been on an illegal and unjustified strike in contravention of the Industrial
Disputes Act. The Labour Commissioner of Gujarat, in his report to the Ministry of Labour, had concurred with the decision of declaring
the strike illegal and unjustified. The workers had made a reference to the Conciliation Officer on the justification of the strike which
was pending with the Industrial Tribunal, Gujarat. During the previous year, the Company reached a settlement with the workers and
staff, including workers whose services were terminated in earlier years. Pursuant to the settlement, apart from revision in the wages/
salaries and other terms and conditions of service, one time compensation has been paid to workers / staff, including retrenched workers
aggregating to Rs. NIL (previous year, Rs. 506.15 lacs) which has been disclosed as an exceptional item.
12
a. Derivative instruments
The Company has entered into forward contracts to offset foreign currency risks arising from the amounts denominated in
currencies other than the Indian Rupee. The counter party to such forward contracts is a bank. These contracts are entered into to
hedge the foreign currency risks on firm commitments. Details of forward contracts outstanding as at the year end:
Currency
US Dollars
US Dollars
As at the year end

Exposure to
Rupees
Foreign
buy / sell
in lacs currency in lacs
Buy
Sell
(2052.96)
(51.50)
Note: Figures in brackets are for the previous year.

b. Net exchange difference in respect of forward contracts to be credited in subsequent accounting year amounts to Rs. NIL
(as at 31st March, 2008, credited Rs. 7.20 lacs).
c. Foreign currency exposure at the year end not hedged by derivative instruments
(Amount in lacs)
As at
As at
Receivables against export of goods and services
Rupees
3,416.13
2,243.41
US Dollars
33.05
Pound Sterlings
0.14
Euros
25.87
35.87
Advance received from customers
Rupees
20.26
US Dollars
0.51
Payables against import of goods and services
Rupees
2,187.15
3,838.31
US Dollars
42.80
95.77
Advance payment to suppliers
Rupees
142.44
141.36
US Dollars
2.70
3.40
Euros
0.11
Yens
10.74
13.
14.
15.
d. The net amount of exchange loss included in the Profit and Loss account for the year is Rs. 338.96 lacs (previous year loss,
Rs.30.72 lacs).
Research and development expenditure debited to the Profit and Loss account by charge to relevant heads of account amount to
Rs. 188.97 lacs (previous year, Rs. 141.80 lacs).
The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprise
Development Act, 2006 and hence disclosure requirements in this regard as per Schedule VI of the Companies Act, 1956 could not be
provided.
Excise duty deducted from turnover represents excise duty collected on sale of goods. Excise duty shown under expenditure
represents the aggregate of excise duty borne by the Company and difference between excise duty on opening and closing stocks of
finished goods.
2008-2009
53

16. Segment information
Primary
Business is the primary segment of the Company, comprising of chemicals only.
Secondary
The Company has two geographical segments based upon location of its customers - within and outside India:
Particulars
Revenues
Segment assets
Cost incurred on acquisition
of fixed assets
17.
As at and for the year ended

31st March, 2009
Domestic
Exports
Total
19,665.30
24,063.05
43,728.35
Within India Outside India
Total
35,901.07
3,578.83
39,479.91
851.52
(Rupees in lacs)
31st March, 2008
Domestic
Exports
Total
19,033.85
12,291.21 31,325.06
Within India
Outside India
Total
36,316.78
3,816.72 40,133.50
851.52
2,249.75
2,249.75
Earnings per share

Earnings per share is calculated by dividing the profit attributable to the equity shareholders by the weighted average number of equity
shares outstanding during the year, as under:
Profit attributable to equity shareholders Rupees in lacs
Weighted average number of equity shares outstanding during the year
Current year
4528.75
10,099,889
Previous year
788.43
10,099,889
Basic earnings per share Rupees

44.84
7.81
Diluted earnings per share Rupees
44.84
7.81
Nominal value per share Rupees
10.00
10.00
Note: Stock options granted to certain executives not being dilutive have not been considered for the purpose of computing diluted
earnings per share.
18.
Interest capitalized during the year, Rs.26.56 lacs (previous year, Rs. 80.70 lacs)
19.
The Company has not made any remittances in foreign currencies on account of dividends during the year and does not have
information as to the extent to which remittances in foreign currencies on account of dividends have been made by or on behalf of
non-resident shareholders. The particulars of dividends paid to non-resident shareholders are as follows:
54
Year to which dividend relates

Number of non-resident shareholders
Number of shares held by them on which dividend is due
Amount remitted to bank accounts in India of non-resident shareholders Rupees in lacs
Year ended
31st March 2009
2007-08
249
282,789
11.31
Year ended
31st March 2008
2006-07
221
4,62,674
18.51
Year to which dividend relates

Number of non-resident shareholders
Number of shares held by them on which dividend is due
Amount remitted to bank accounts in India of non-resident shareholders Rupees in lacs
Year ended
31st March 2009
Interim 2008-09
253
148,158
7.41
Year ended
31st March 2008
2008-2009

20.
21.
22.
23.
Out of the rights issue made in 2004-05, 109 equity shares could not be offered on rights basis due to the non-availability of details of
beneficial holders from depositories. The same are kept in abeyance.
The Company had made a rights issue of equity shares in an earlier year. The first and final call of Rs. 30/- per share (including premium
of Rs. 25/-) was made during an earlier year. The proceeds have been used to part finance infusion of funds into MIL and for general
corporate purposes. Unutilized monies as at the year end, Rs. 1.62 lacs (as at 31st March, 2008, Rs. 1.59 lacs)
Investment in Partnership Firm, Urvija Associates
As at 31st March, 2008
As at 31st March, 2009
Name of the Partners
Capital
% share of
Capital
% share of
(Rupees in lacs)
profit/ loss
(Rupees in lacs)
profit/ loss
0.80
80.00
0.80
80.00
0.10
10.00
Mayflower Textiles Private Limited
0.10
10.00
0.10
10.00
Myrtle Textiles Private Limited
0.10
10.00
Employee benefits
Contributions are made to Recognized Provident Fund / Government Provident Fund and Family Pension Fund which covers all regular
employees. Contribution is also made in respect of executives to a Recognized Superannuation Fund. While both the employees and
the Company make predetermined contributions to the Provident Fund, contribution to the Family Pension Fund and Superannuation
Fund are made only by the Company. The contributions are normally based on a certain proportion of the employees salary. Amount
recognized as expense in respect of these defined contribution plans, aggregate to Rs. 135.47 lacs (previous year, Rs. 130.91 lacs).
ASB Guidance on Implementing AS 15, Employee Benefits (revised 2005) states that benefits involving employer established provident
funds, which require interest shortfalls to be recompensed, are to be considered as defined benefit plans. Pending the issuance of the
guidance note from the Actuarial Society of India, the companys actuary has expressed inability to reliably measure provident fund
liabilities. Accordingly the company is unable to exhibit the related information.
Contributions are made to a Recognized Gratuity Fund in respect of gratuity and provision is made for leave encashment based upon
actuarial valuation done at the end of every financial year using Projected Unit Credit method and it covers all regular employees.
Major drivers in actuarial assumptions, typically, are years of service and employee compensation. Gains and losses on changes in
actuarial assumptions are accounted for in the Profit and Loss account.
(Rupees in lacs)
In respect of gratuity (funded) :
Reconciliation of liability recognized in the Balance sheet

Present value of commitments
Fair value of plan assets
Net liability in the Balance sheet
Movement in net liability recognized in the Balance sheet
Net liability as at beginning of the year
Net expense recognized in the Profit and Loss account
Contribution during the year
Net liability as at end of the year
Expense recognized in the Profit and Loss account
Current service cost
Interest cost
Expected return on plan assets
Actuarial (gains)/ losses
Expense charged to the Profit and Loss account
Return on plan assets
Actuarial gains/ (losses)
Actual return on plan assets
Current year
Previous year
(663.68)
612.36
(51.32)
(689.05)
566.19
(122.86)
(122.86)
(61.32)
132.86
(51.32)
(145.80)
(127.86)
150.80
(122.86)
27.38
52.43
(51.04)
32.55
61.32
25.32
49.03
(47.40)
100.91
127.86
51.04
(15.52)
35.52
47.40
(35.67)
11.73
2008-2009
55

Reconciliation of defined-benefit commitments
Commitments as at beginning of the year
Interest cost
Paid benefits
Commitments as at end of the year
Reconciliation of plan assets
Plan assets as at beginning of the year
Contributions during the year
Paid benefits
Plan assets as at end of the year
Current year
Previous year
689.05
27.38
52.43
(122.20)
625.77
25.32
49.03
(76.31)
17.03
663.68
65.24
689.05
566.19
51.04
132.86
(122.20)
(15.52)
612.36
479.97
47.40
150.80
(76.31)
(35.67)
566.19
The actuarial calculations used to estimate commitments and expenses in respect of gratuity are based on the following assumptions
which if changed, would affect the commitments size, funding requirements and expense:
Discount rate
7.50%
8.00%
8.00%
8.00%
Expected rate of salary increase
5.50%
4.00%
Mortality
LIC (1994-96) Ultimate
The fair value of the plan assets is distributed in the following manner:
71 % in deposits with a nationalized bank
29 % various debt instruments
24. The company is restructuring its organic chemicals activities including redeploying some of the assets of its Dewas unit in other projects
currently under implementation. For the said purpose, the company has appointed a firm of consultants. Due to lack of market demand
and pending finalisation of its plans; the company is in the process of dismantling its plants at Dewas other than the common facilities.
Accordingly, the company is of the view that it does not require any disclosure under AS 24 Discontinuing Operations. Necessary
provision for impairment has been made on the basis of a valuation done by a firm of registered valuers.
25. Employee Stock Option Scheme
56
a.
The NFIL Employee Stock Option Scheme has been approved by the Board of Directors of the Company on 1st May 2007.
b.
The vesting period is over four years from the date of grant, commencing after one year from the date of grant.
c.
Exercise Period would commence one year from date of grant and will expire on completion of ten years from the date of
vesting.
d.
The options will be settled in equity shares of the company.
e.
The company used the intrinsic value method to account for ESOPs.
f.
g.
The exercise price has been determined to be the market price on the days preceding the dates of grants.
Consequently, no compensation cost has been recognized by the company in accordance with the Guidance Note on Accounting
for Employee Share-based payments issued by the Institute of Chartered Accountants of India.
2008-2009

h.
Details of movement of options:

As at
31st March, 2009
As at
31st March, 2008
Nos.
Nos.
56100
NIL
Options granted during the year
NIL
58600
Options vested during the year
9075
NIL
Options exercised during the year
NIL
NIL
Options forfeited during the year
NIL
NIL
Options lapsed / surrendered during the year
19800
2500
Options outstanding at the end of the year
36300
56100
Particulars
Options outstanding at the beginning of the year
Had fair value method been used, the compensation cost would have been higher by Rs. 11.03 lacs (previous year Rs. 16.27 lacs),
profit after tax would have been lower by Rs. 7.26 lacs (previous year Rs. 14.68 lacs) and EPS - both basic and diluted - would
have been Rs. 44.77 per share (previous year Rs. 7.66 per share).
Weighted Average exercise price of the above options is Rs. 379/- per share.
Modification of ESOP
The remuneration committee resolved by circular resolution on 25th March 2009 that the Employee Stock Option Scheme
2007 of the Company be amended by modifying the Exercise Period in substitution of the existing provisions. The exercise
period would commence one year from the date of grant and will expire on completion of ten years from the date of vesting of
options.
26.
Related party transactions

Names of related parties where control exists
Sulakshana Securities Limited wholly owned subsidiary company
Urvija Associates a partnership firm where the Company is a majority partner
Key management personnel
Shri Hrishikesh A. Mafatlal (in the capacity of an individual/ trustee)
Shri Vishad P. Mafatlal (in the capacity of an individual/ karta)
Shri Atul K. Srivastava
Shri Vinesh P. Sadekar (upto 31.05.2008)
Shri Satish D Kakade (w.e.f. 06.10.2008)
Shri Shekhar Khanolkar (w.e.f. 01.07.2008)
Relatives of key management personnel
Shri Arvind N. Mafatlal (in the capacity of an individual/ karta/ trustee)
Smt. Sushilaben A. Mafatlal
Smt. Rekha H. Mafatlal
Smt. Aarti Chaddha
Ms. Anjali H. Mafatlal
Mr. Priyavrata H. Mafatlal
Ms. Padmaja Mafatlal
2008-2009
57

Associate
Mafatlal Denim Limited
Enterprises over which key management personnel and their relatives are able to exercise significant influence
Mafatlal Industries Limited
Mafatlal Fabrics Private Limited
National Organic Chemical Industries Limited
Mafatlal Impex Private Limited
Vibhadeep Investments and Trading Limited
Sushripada Investments Private Limited
Shamir Texchem Private Limited
Marigold International Private Limited
Pamil Investments Private Limited
Navlekh Investments Limited
Milap Texchem Private Limited
Surekha Holdings Private Limited
Krishnadeep Housing Development Private Limited
Sunanda Industrial Machinery Limited
Details of transactions with related parties during the year/ previous year
Nature of transactions
Sale of finished goods
Interest Income
Sunanda Industrial Machinery Ltd
Purchase of cloth for uniform
Managerial remuneration
Shri Hrishikesh A. Mafatlal
Shri Vishad P.Mafatlal
Shri Vinesh Sadekar
Shri Satish Kakade
Shri Shekar Khanolkar
58
2008-2009
43.43
9.87

Rental Income
(Rupees in lacs)
Total
43.43
9.87
1.33
0.84
1.33
0.84
32.21
31.77
32.21
31.77
205.21
58.67
205.21
58.67
4.70
4.70
143.19
37.43
3.50
2.50
83.76
47.78
17.27
81.81
43.34
44.79
143.19
37.43
3.50
2.50
83.76
47.78
17.27
81.81
43.34
44.79

Sitting fees
Shri Vishad P. Mafatlal
Capital contribution in a partnership firm

(Urvija Associates)
- current
Dividend paid
Others
As at the year end
Amounts due to
Shri Vinesh P. Sadekar
Shri Satish Kakade
(Rupees in lacs)
Total
0.80
0.50
0.16
0.03
0.16
0.03
0.16
0.03
0.16
0.03
251.00
2,865.61
251.00
2,138.00
2,138.00
Repayment of Advance from

Sulakshana securities limited
2,865.61

0.80
0.50
Share of loss in a partnership firm

Urvija Associates
Advances given to
466.76
171.74
466.76
171.74
97.67
18.61
50.96
22.65
29.20
12.82
20.05
8.90
97.67
18.61
50.96
22.65
29.20
12.82
64.94
28.70
25.84
11.48
19.05
8.32
0.66
0.66
115.00
24.98
3.50
2.50
16.65
10.00
20.00
115.00
24.98
3.50
2.50
16.65
10.00
20.00
2008-2009
59

Amounts due from
2910.58
44.95
30.09
30.25
2778.07
2527.07
380.37
380.37
380.37
380.37
2230.13
2196.67
5.20
70.58
Charge has been created on immovable property of
Refer note
the Company for loan obtained by National Organic in schedule 5
Chemical Industries Limited
Provision for amounts receivable (Note 1)
(Rupees in lacs)
Total
2,910.58
44.95
1.61
0.64
30.09
30.25
2,778.07
2,527.07
2,230.13
2,196.67
5.20
70.58
1.61
0.64
Urvija Associates
Guarantees/ indemnity given for
1.
Refer notes
2.e/ f of
schedule 17
2.
Associate
3.
Related parties where control exists
4.
5.
Notes,
1.
There are no amounts written off or written back during the year in respect of debts due from or to related parties. In an earlier year,
provision for doubtful advance of Rs. 380.37 lacs was made for Sulakshana Securities Ltd.
2.
Figures in italics are those as at and for the year ended 31st March, 2008
60
2008-2009

27
Year ended 31st March, 2009
(a) Fluorspar
Unit
tons
Quantity
34,285
Rupees in lacs
6,113.70
Quantity
36,081
Rupees in lacs
4,262.26
(b) Chloromethanes
tons
12,687
2,782.26
13,438
3,212.85
(c) Spor 11
tons
1,032
2,833.44
1,092
2,096.36
(d) Sulphur
tons
10,385
2,144.93
10,595
1,248.80
(e) Others
Total
28
6,439.90
4,979.77
20,314.23
15,800.04
Quantitative information regarding classes of goods manufactured

Unit
(a) Organic Chemicals
tons
Installed
capacity
9,031
(b) Synthetic cryolite, aluminium

fluoride and fluorocarbon
gases
(c) Hydrofluoric acid and other
fluorine chemicals
(d) Sulphuric acid and oleum
tons
29,010
12,535
29,010
12,180
tons
32,155
17,395
32,155
21,418
tons
39,600
27,886
39,600
28,885
29
Production *
Production *
370
Installed
capacity
9,031
1,002
including production internally consumed
Note,
Installed capacity (on three shift basis) as certified by the management.
Quantitative information regarding opening and closing stocks of finished goods
Opening stock
(b) Synthetic cryolite, aluminium
fluoride and fluorocarbon gases
(c) Hydrofluoric acid and other
fluorine chemicals
(d) Sulphuric acid and oleum
Total
Closing stock
Unit
Quantity
Rupees in lacs
Quantity
Rupees in lacs
tons
117
533.69
23
36.33
158
388.71
117
533.69
858
755
634
815
818.45
938.08
1,189.47
1,490.24
889
858
393
634
751.68
818.45
1,025.68
1,189.47
943
999
56.33
23.59
360
943
34.51
56.33
tons
tons
tons
2,597.94
2,840.62
1,848.20
2,597.94
Previous year figures are in italics
2008-2009
61

30
31
Quantitative information regarding goods traded in

Opening stock
Unit - tons Rupees in lacs
(a) Mafron gases
1
1.90
7
23.58
(b) Others
Total
1.90
23.58
Previous year figures are in italics
Closing stock
1
1.90
1.90
Quantitative information regarding sales turnover

(b) Synthetic cryolite, aluminium fluoride
fluorocarbon gases and related carbon credits
(c) Hydrofluoric acid and other fluorine chemicals
(d) Others (including sulphuric acid and oleum)
Total
32
Purchases
20
63.00
46
144.64
20
13.47
63.00
158.11

288
164.29
11,963
26,250.41
9,739

Unit - tons
Rupees in lacs
229
832.12
11,396
15,142.72
16,887.88
425.77
43,728.35
12,050
15,102.78
247.44
31,325.06
Value of imports and value of raw materials, stores, spares and packing materials consumed
(Rupees in lacs)
(a)
Year ended
31st March, 2009
Year ended
31st March, 2008
10,052.04
10,040.51
Stores, spares and packing materials
14.72
Capital goods
29.60
119.40
CIF value of imports

Raw materials
(b)
Consumption of raw materials and stores, spares and packing materials

Rupees in lacs
Percentage of
consumption
Rupees in lacs
Percentage of
consumption
Imported
14,209.33
69.95
10,277.85
65.05
Indigenous
6,104.90
30.05
5,522.19
34.95
20,314.23
100.00
15,800.04
100.00
4.53
0.30
1.67
0.09
1,501.73
99.70
1,808.21
99.91
1,506.26
100.00
1,809.88
100.00
Raw materials
Stores, spares and packing materials

Imported
Indigenous
62
2008-2009

33
Expenditure in foreign currency
(a)
(b)
(c)
(d)
34
Travelling expenses
Commission
Others
Year ended
31st March, 2009
21.59
93.65
41.14
552.71
Year ended
31st March, 2008
19.81
68.45
213.40
Year ended
31st March, 2009
23,583.35
10.98
(Rupees in lacs)
Year ended
31st March, 2008
11,922.21
14.37
Earnings in foreign exchange
(a)
(b)
(c)
35
(Rupees in lacs)
FOB value of exports / carbon credits

Contract Research Income
Others
Previous year figures have been regrouped, wherever necessary, to correspond with those of the current year.
Signatures to schedule 1 to 17

(P. B. Pardiwalla)
Partner
H.A. Mafatlal
Chairman
S.D. Kakade
Managing Director
N.B. Mankad
Company Secretary
T.
V.
S.
A.
P.
R.
S.
S.
M. M. Nambiar
P. Mafatlal
S. Lalbhai
K. Srivastava
N. Kapadia
Sankaran
S. Khanolkar
M. Kulkarni
Directors
2008-2009
63
Balance sheet abstract

Balance sheet abstract and Companys general business profile
I. Registration details
Registration no.
1
1
5
4
Balance sheet date
State code
3
1
0
3
2
0
0
9
II. Capital raised during the year (amount in Rupees thousands)
Public issue
N
I
L
Bonus issue
N
I
L
III. Position of mobilisation and deployment of funds (amount in Rupees thousands)
Total liabilities
4
2
9
2
2
0
2
Sources of funds
Paid-up capital
1
0
0
9
5
4
Secured loans
5
2
6
1
7
Application of funds
Net fixed assets
1
7
3
Net current assets
1
0
8
Accumulated losses
Rights issue
Total assets
4

2
1
8
Unsecured loans
Investments
2
9
0
3
4
Product description
H
Y
D
R
O
Item code no. (ITC code)
2
8
1
1
1
Product description
Y
1
6
2
Miscellaneous expenditure
N
I
L
IV. Performance of the Company (amount in Rupees thousands)
Turnover
Total expenditure
4
3
7
2
8
3
5
3
4
0
8
+ (-) Profit/ (loss) before tax
+ (-) Profit/ (loss) after tax
7
3
0
9
3
3
4
5
2
9
9
Earnings per share (Rupees)
Dividend %
( Refer note 17 of schedule 17)
V. Generic names of two principal products / services of the Company (as per monetary terms)
Item code no. (ITC code)
N
Private placement
1
F
H.A. Mafatlal
Chairman
S.D. Kakade
Managing Director
N.B. Mankad
Company Secretary
T.
V.
S.
A.
P.
R.
S.
S.
M. M. Nambiar
P. Mafatlal
S. Lalbhai
K. Srivastava
N. Kapadia
Sankaran
S. Khanolkar
M. Kulkarni
Directors

64
2008-2009
SECTION 212
Statement pursuant to the exemption received under section 212(8) of the Companies Act, 1956 relating to the Subsidiary
Companies for the financial year ended 31st March, 2009
Sr. No. Name of the Subsidiary Company
Sulakshana Securities Limited
(Wholly owned subsidiary)
Extent of the Holding Companys interest in Subsidiary :No of Shares
150,000
% of Capital
100%
(Rupees in lacs)
1
Capital
15.00
2
Reserves
Nil
Debit Balance of Profit & Loss A/c
1,169.84
3
Total Assets
(Fixed Assets + Investments + Current Assets)
1,636.32
4
Total Liabilities
(Debts + Current Liabilities)
2,791.17
5
Details of Investments
0.00
6
Income
29.17
7
Profit before Tax
(179.52)
8
Provision for Tax
3.58
9
Profit after Tax
(183.10)
10
Proposed Dividend
Nil
H.A. Mafatlal
Chairman
S.D. Kakade
Managing Director
N.B. Mankad
Company Secretary
T.
V.
S.
A.
P.
R.
S.
S.
M. M. Nambiar
P. Mafatlal
S. Lalbhai
K. Srivastava
N. Kapadia
Sankaran
S. Khanolkar
M. Kulkarni
Directors
2008-2009
65
Consolidated Financials
66
2008-2009
Consolidated Auditors report

To, the Board of Directors of Navin Fluorine International Limited
1. We have audited the attached Consolidated Balance sheet of Navin Fluorine International Limited Group as at 31st March, 2009 and also
the Consolidated Profit and Loss account and the Consolidated Cash-flow statement for the year ended on that date, annexed thereto.
These financial statements are the responsibility of Navin Fluorine International Limiteds management and have been prepared by the
management on the basis of separate financial statements and other financial information regarding components. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3. We did not audit the financial statements of an associate whose net carrying cost of investment as at the end of previous year is Rs. 718.01
lacs (Refer Note No 3(a)(iii) of schedule 17) and the subsidiaries, whose financial statements to the extent reflected in consolidated
financial statements includes Rs. 1,661.16 lacs as at 31st March, 2009 (Rs. 1,682.18 lacs as at 31st March, 2008) of total assets, Rs. 29.16
lacs of total revenue (previous year Rs. 26.85 lacs) and net cash outflows of Rs. 1.10 lacs (previous year Rs 14.15 lacs) for the year ended
on that date. These financial statements and other financial information of the subsidiaries and associate (for the previous year) have been
audited by other auditors whose reports have been furnished to us and our opinion is based solely on the report of the other auditors.
4. We report that the consolidated financial statements have been prepared by the Navin Fluorine International Limiteds management
in accordance with the requirements of Accounting Standard (AS) 21, Consolidated Financial Statements and AS 23, Accounting for
Investments in Associates in Consolidated Financial Statments notified by Companies (Accounting Standards) Rules, 2006 subject to:i.
Note 3(a)(iii) regarding non availability of accounts of the associate for the year ended 31st March, 2009, for consolidation in contravention
of the provisions of AS 23, Accounting for Investments in Associates in Consolidated Financial Statements and;
ii. Note 19 of schedule 17 regarding the parent companys view on disclosure under AS 24 (Discontinuing Operations) in respect of its plant
at Dewas owing to which no disclosures in terms of AS 24 have been made.
5. Attention is invited to the following in schedule 17, out of which points (ii) and (iii) were also the subject matter of our report similarly modified
in the previous year:
i.
Note 3(a)(iii) regarding non availability of accounts of the associate for the year ended 31st March, 2009, for consolidation in contravention
of the provisions of AS 23, Accounting for Investments in Associates in Consolidated Financial Statements. The impact of the same is not
ascertainable;
ii. Note 17, regarding recognition of deferred tax asset of Rs. 285.94 lacs in the previous year by the associate in respect of unabsorbed depreciation
and carry forward losses. As the accounts of the associate for the current year have not been drawn up, the impact of the above on the current
year is not ascertainable; investment in associate as at the end of the previous year and profit of the previous year is higher by the said
amount;
iii. Note 20, regarding non-accounting of rent/ recovery of expenses, Rs. Nil (aggregate to date, Rs. 108.83 lacs), previous year, Rs. Nil
(aggregate to date as at 31st March, 2008, Rs. 108.83 lacs); Consequently profit of the current and previous year is lower by Rs. 83 lacs.
6. We further report that without considering item 5(i) & 5(ii) above, the effect of which on the financial statements for the year ended 31st March,
2009 could not be determined, had the observations made by us in item 5(iii) above been considered, profit would have been of Rs. 4,429.33 lacs,
as against the reported profit of Rs. 4,345.75 lacs (previous year, a loss of Rs. 145.53 lacs, as against the reported profit of Rs. 56.83 lacs), reserves
and surplus would have been Rs. 21,857.34 lacs, as against the reported figure of Rs. 21,773.76 lacs (as at 31st March, 2008, Rs. 18,091.65
lacs, as against the reported figure of Rs. 18,294.01 lacs), Loans and Advances would have been Rs. 7,992.85 lacs, as against the reported
figure of Rs. 7,884.02 lacs (as at 31st March, 2008, Rs. 6,227.21 lacs, as against the reported figure of Rs. 6,118.38 lacs), Provisions would have
been Rs.906.51 lacs, as against the reported figure of Rs. 881.26 lacs (as at 31st March, 2008, Rs. 842.52 lacs as against the reported figure of
Rs. 817.27 lacs) and Investments as at 31st March, 2008, would have been Rs. 503.16 lacs, as against the reported figure of Rs. 789.10 lacs.
In view of the foregoing and more particularly para 5(i) above, based on our audit and on consideration of reports of other auditors on
separate financial statements, and on the other financial information of the components, and to the best of our information, and according
to the explanations given to us, in our opinion, the attached Consolidated Financial Statements do not give a true and fair view in
conformity with the accounting principles generally accepted in India:
a) in the case of the Consolidated Balance sheet, of the state of affairs of the Navin Fluorine International Limited Group as at 31st
March, 2009;
b) in the case of the Consolidated Profit and Loss account, of the profit for the year ended on that date; and
c) in the case of the Consolidated Cash-flow statement, of the cash-flows for the year ended on that date.
(P. B. Pardiwalla)
Partner
2008-2009
67
Consolidated Balance sheet as at 31st March, 2009

Rupees in lacs
As at
31st March, 2009
As at
31st March, 2008
1
2
1,009.54
21,773.76
22,783.30
0.10
1,009.54
18,294.01
19,303.55
0.14
5,264.27
1,714.76
29,762.43
9,175.44
1,464.76
29,943.89
27,114.08
8,825.56
469.73
17,818.79
2,648.42
20,467.21
789.06
26,242.91
7,569.01
18,673.90
2,738.73
21,412.63
789.10
Schedule
SOURCES OF FUNDS
Shareholders funds
Share capital
Minority interest
Loan funds
Secured loans
Total
APPLICATION OF FUNDS
Fixed assets
Gross block
less, depreciation
less, impairment
Net block
Investments
Current assets, loans and advances
Inventories
Sundry debtors
Cash and bank balances
Loans and advances
6
7
8
9
6,087.72
6,076.46
1,512.59
7,884.02
21,560.79
6,802.55
7,143.27
2,261.71
6,118.38
22,325.91
less, Current liabilities and provisions

Current liabilities
Provisions
10
11
12,173.37
881.26
13,054.63
8,506.16
29,762.43
13,766.48
817.27
14,583.75
7,742.16
29,943.89
Net current assets

Total
16
Notes on accounts
17

(P. B. Pardiwalla)
Partner

68
2008-2009
H.A. Mafatlal
Chairman
S.D. Kakade
Managing Director
N.B. Mankad
Company Secretary
T. M. M. Nambiar
V. P. Mafatlal
S. S. Lalbhai
A. K. Srivastava
P. N. Kapadia
R. Sankaran
S. S. Khanolkar
S. M. Kulkarni
Directors
Consolidated Profit and Loss account for the year ended 31st March, 2009
Schedule
INCOME
Turnover (gross)
less, excise duty
Turnover (net)
Processing charges
Other income
(Decrease)/Increase in stocks of finished goods and process stocks
12
13
Total
EXPENDITURE
Purchase of trading goods
Manufacturing and Other expenses
Excise duty
Depreciation
Depreciation on immovable properties
Impairment
Additional amount paid for settlement of secured term liabilities of
Mafatlal Industries Limited (refer note no. 7. b. i of schedule 17)
Interest
14
15
Profit before exceptional items and tax

Exceptional items
Amount under wage settlement
Compensation under Voluntary Retirement Scheme
CWIP written off
Profit before tax
Provision for tax
Current tax (including wealth-tax, Rs. 1.48 lacs, previous year, Rs. 1.41 lacs)
Deferred tax
Fringe benefit tax
Short provision for tax in respect of earlier year
Profit after tax
Current years share of losses in associate (refer note no. 3. a. iii of schedule 17)
Minority interest
Surplus brought forward from previous year
Amount available for appropriation
Appropriations
Transferred to General reserve
Transfer to Debenture Redemption Reserve
Transferred to Contingency reserve (refer note 5.b.ii of schedule 17)
Interim dividend
Proposed dividend
Corporate dividend tax thereon
Surplus carried to Balance sheet
Earnings per share (refer note 14 of schedule 17):
basic - Rs.
diluted - Rs.
Notes on accounts
(P. B. Pardiwalla)
Partner
16
17
H.A. Mafatlal
Chairman
S.D. Kakade
Managing Director
N.B. Mankad
Company Secretary
Year ended
31st March, 2009
Rupees in lacs
Year ended
31st March, 2008
43,728.35
2,169.27
41,559.08
228.99
41,788.07
503.00
(872.42)
41,418.65
31,325.06
2,513.36
28,811.70
284.84
29,096.54
471.64
(229.55)
29,338.63
63.00
30,925.84
(220.84)
1,277.56
0.03
469.73
158.11
25,386.90
(268.94)
1,177.22
0.03
151.60
864.67
33,531.59
7,887.06
898.23
27,351.55
1,987.08
(174.71)
(582.58)
7,129.77
(506.15)
1,480.93
(2,505.06)
(250.00)
(29.00)
(2,784.06)
4,345.71
0.04
4,345.75
1,078.32
5,424.07
(150.87)
(504.29)
(30.50)
(43.16)
(728.82)
752.11
(695.29)
0.01
56.83
2,089.02
2,145.85
453.00
112.00
250.00
505.00
505.00
172.53
1,997.53
3,426.54
83.50
261.35
250.00
404.00
68.68
1,067.53
1,078.32
43.03
43.03
0.56
0.56
T. M. M. Nambiar
V. P. Mafatlal
S. S. Lalbhai
A. K. Srivastava
P. N. Kapadia
R. Sankaran
S. S. Khanolkar
S. M. Kulkarni
Directors
2008-2009
69
Consolidated Cash flow statement for the year ended 31st March, 2009
A.
Cash flow from operating activities

Profit before tax
adjustments for,
Depreciation
Impairment
CWIP written off
Provision for doubtful debts/ advances written back
Mafatlal Industries Limited (refer note no. 7.b.i of schedule 17)
Interest expense
Interest income
Foreign Exchange (Gain)/loss on year end revaluation
Profit on sale of long term investment (non trade)
Operating profit before working capital changes
(Increase)/ decrease in trade receivables
(Increase) in inventories
Decrease/ (increase) in loans and advances
(Decrease) in trade and other payables
B.
Cash generated from Operations

Direct taxes and fringe benefit tax paid
Net cash generated from operating activities
Cash flow from investing activities
Purchase of fixed assets
Sale of long term investments (net)
Amount paid for acquiring MIL debts from KMBL on assignment basis
Advances to Sunanda Industrial Machinery Ltd.
Sale of fixed assets
Rupees in lacs
Year ended
31st March, 2008
7,129.77
1,480.93
1,277.59
469.73
582.58
1,177.25
30.23
(18.37)
10.21
(36.09)
151.60
864.67
(329.33)
46.33
(28.90)
(6.27)
8.96
10,178.59
1,144.30
714.83
74.88
(1,710.04)
223.97
10,402.56
(2,511.85)
7,890.71
898.23
(189.47)
(1.82)
(48.16)
(15.66)
(1.85)
19.69
3,293.26
(2,533.26)
(860.49)
(857.83)
3448.37
(803.21)
2,490.05
(300.50)
2,189.55
(1,407.55)
(2,169.05)
712.01
(1,846.64)
(1,438.00)
19.43
31.39
Dividend income
28.90
48.16
Interest income
169.23
280.13
(3,036.63)
(2,535.36)
Net cash (used in) investing activities
70
Year ended
31st March, 2009
2008-2009
Consolidated Cash flow statement for the year ended 31st March, 2009
Rupees in lacs
C.
Cash flow from financing activities

Calls in arrears received during the year (including share premium)
Repayments of debenture
Proceeds from long term borrowings
Repayments of long-term borrowings
(Repayments)/ proceeds from other borrowings (net)
Compensation received pursuant to Montreal Protocol for
phasing out production of Ozone Depleting Substances - Capital reserve no. 2
Dividend paid (including Corporate dividend tax thereon)
Mafatlal Industries Limited (refer note no. 7.b.i of schedule 17)
Interest paid
Net cash (used in)/ generated from financing activities
Net (decrease)/ increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Notes,
Reconciliation of cash and cash equivalents
As per Balance sheet - schedule 8
less, interest accrued on bank deposits
Foreign exchange (gain) and losses
As per Cash-flow statement
The following are treated as non-cash transactions:
a. Interest aggregating to Rs. 26.56 lacs (previous year, Rs. 80.70 lacs)
capitalised during the year.
b. Issue of Zero Coupon Secured Redeemable at par Non-Convertible
Debentures during the year by the parent company, aggregating to Rs.nil
(previous year Rs.700.00 lacs)
Year ended
31st March, 2009
Year ended
31st March, 2008
0.02
(588.05)
(2,089.29)
(1,121.88)
0.26
349.64
(2,065.86)
944.21
316.51
(1,045.62)
355.36
(465.14)
(151.60)
(938.55)
(5,618.46)
(764.38)
2,231.35
1466.97
(988.44)
(1,869.97)
(2,215.78)
4,447.13
2,231.35
1,512.59
45.19
(0.43)
1,466.97
2,261.71
30.51
0.15
2,231.35

(P. B. Pardiwalla)
Partner
H.A. Mafatlal
Chairman
S.D. Kakade
Managing Director
N.B. Mankad
Company Secretary
T. M. M. Nambiar
V. P. Mafatlal
S. S. Lalbhai
A. K. Srivastava
P. N. Kapadia
R. Sankaran
S. S. Khanolkar
S. M. Kulkarni
Directors
2008-2009
71
Schedules forming part of the consolidated accounts

Rupees in lacs
As at
31st March, 2009
As at
31st March, 2008
3,500.00
3,500.00
1,009.99
0.45
1,009.54
1,009.99
0.45
1,009.54
Schedule 1
SHARE CAPITAL
Authorised
3,50,00,000 equity shares of Rs.10/- each
Issued and subscribed
1,00,99,889 equity shares of Rs. 10/- each, fully paid-up (refer note below)
less, Calls in Arrears
Total
Note,
Includes 49,99,999 equity shares of Rs. 10/- each allotted as fully paid up to the shareholders of Mafatlal Industries Limited (MIL) pursuant to
its scheme of demerger, without payment being received in cash.
Schedule 2
RESERVES AND SURPLUS
Balance of excess of assets over liabilities and reserves taken over by the
parent company pursuant to the scheme of demerger of MIL
8,035.17
8,035.17
Compensation received by the parent company pursuant to the Montreal
Protocol for phasing out production of Ozone Depleting Substances
5,550.47
5,195.11
add, received during the year
316.51
355.36
5,866.98
5,550.47
Share premium account
2,374.08
2,374.08
less, amounts in arrears (net of receipts during the year, Rs. 0.02 lacs;
2.23
2.25
previous year, Rs. 0.22 lacs)
2,371.85
2,371.83
Contingency reserve
Reserve created in terms of a corporate guarantee given by the parent company
750.00
500.00
add, transferred from profit and loss account during the year
250.00
250.00
1,000.00
750.00
Debenture Redemption Reserve
As per Last Balance Sheet
261.35
add, transferred from profit and loss account during the year
112.00
261.35
less, transferred to General Reserve
81.35
292.00
261.35
General reserve
246.87
163.37
add, transferred from Profit and Loss account during the year
453.00
83.50
add, transferred from Debenture redemption reserve
81.35
781.22
246.87
Surplus in Profit and Loss account
3,426.54
1,078.32
Total
21,773.76
18,294.01
72
2008-2009
Schedule 3
SECURED LOANS
Debentures
423,000 Zero Coupon Secured Redeemable at par NonConvertible Debentures of Rs.100/- each
(Redeemable in three equal annual instalments at the end of the third,
fourth and fifth years from the date of allotment, i.e. 23rd August, 2006)
Nil (as at 31st March, 2008, 700,000) Zero Coupon Secured
Redeemable at par Non-convertible Debentures of Rs. 100/- each
Loans and advances from Banks
Rupee term loan accounts
Cash credit accounts
As at
31st March, 2009
Rupees in lacs
As at
31st March, 2008
423.00
423.00
700.00
3
4
2,476.96
2,364.31
4,841.27
5,264.27
4,566.25
3,486.19
8,052.44
9,175.44
Total
Notes,
1. Secured by first mortgage on the parent companys immovable property at first floor of Kalpataru Point, Sion, Mumbai.
2. Secured by pledge of parent companys investment in the equity share of Mafatlal Denim Limited
3. Secured by charges created/ to be created on all the fixed assets, both present and future, at Bhestan and certain fixed assets at Dewas,
both present and future (excluding land under development at Bhestan). Further secured by 9,00,00,000 preference shares held by
the Company/ another company in MIL pledged/ to be pledged in favour of the banks. Pending creation of the pledge on 4,00,00,000
preference shares, the Company has given a negative lien there-against.
4. Secured by hypothecation of certain stocks and book debts of the Company, both present and future and second charge created/ to be
created on all the fixed assets of the company situated at Bhestan and certain fixed assets at Dewas.
2008-2009
73

Schedule 4
FIXED ASSETS
Asset category
(Rupees in lacs)
Gross block
Depreciation
Impairment
Net Block
As at
Additions Deductions/
As at
Upto 31st For the Deductions/
Upto
for the
As at
As at
1st April,
adjustments 31st March, March, 2008 year adjustments 31st March,
Year
31st March, 31st March,
2008
2009
2009
2009
2008
1,490.99
1,490.99
1,490.99
1,490.99
Goodwill on
consolidation
Land
11.56
Buildings
2,844.20
546.87
Plant and machinery
17,082.81
298.19
320.08
32.49
office equipment
Vehicles
273.24
63.61
Assets retired from
active use *
Buildings
316.31
Plant and machinery
3,843.49
42.19
0.68
office equipment
Vehicles
18.04
Total
26,242.91
941.84
As at and for the year 21,106.40
5,215.35
ended 31st March,
2008
(including capital
advances)
* Assets were retired from active use on 31st March, 2009.
74
2008-2009
1.67
14.69
11.56
3,391.07
17,379.33
337.88
308.29
4,844.51
142.63
51.22
949.19
21.76
0.88
1.55
359.51
5,792.81
162.85
11.33
-
11.56
3,031.56
11,575.18
175.04
11.56
2,535.91
12,238.30
177.45
43.92
292.93
81.18
25.35
15.70
90.83
202.10
192.06
5.46
316.31
3,843.49
37.41
119.73
2,041.69
25.47
8.62
218.07
2.07
1.09
128.35
2,259.76
26.45
140.05
300.16
10.50
47.91
1,283.57
0.46
196.58
1,801.80
16.72
4.93
70.67
78.84
13.11
27,114.08
26,242.91
5.51
1.28
7,569.01 1,277.56
6,429.03 1,177.22
1.79
21.01
37.24
5.00
8,825.56
7,569.01
7.69
469.73
-
0.42
17,818.79
18,673.90
12.53
18,673.90
2,648.42
2,738.73

Rupees in lacs
As at
31st March, 2009
As at
31st March, 2008
718.01
718.01
1,413.30
695.29
718.01
9.03
9.03
1.50
1.50
6,000.00
6,728.54
5,940.00
788.54
6,000.00
6,728.54
5,940.00
788.54
2.58
2.58
2.03
0.03
2.06
0.52
789.06
1.99
0.03
2.02
0.56
789.10
611.24
519.03
3,495.37
132.91
1,848.20
5,476.48
3,429.99
253.69
2,597.94
1.90
6,283.52
6,087.72
6,802.55
Schedule 5
INVESTMENTS (long term)
(a) Non-trade investments (unquoted)
Other investments
Associate
1,77,47,072 equity shares of Mafatlal Denim Limited
of Rs. 10/- each, fully paid-up
less, share of current years loss (refer note 3.a.iii of schedule 17)
Others
4,81,600 equity shares of Cebon Apparel Private Limited of Rs. 10/- each, fully paid-up
150 * 11% Corporate bonds - series IV of Housing Development
Finance Corporation Limited of Rs. 1,000/- each, fully paid-up
6,00,00,000 ** Optionally Convertible Fully Redeemable Non-Cumulative
preference shares of Rs. 10/- each, fully paid-up of MIL
(b) Immovable properties
less, depreciation
(i) As per last Balance sheet
(ii) for the year
Total
Note,
Immovable properties charged in connection with loan taken by another company.
* pending transfer in the name of the parent company
** 2,00,00,000 Optionally Convertible Fully Redeemable Non-Cumulative preference shares of MIL have been pledged as additional
securities for loans taken by the parent company. For the balance 4,00,00,000 shares, the parent company has given a negative lien
pending creation of pledge.
Schedule 6
INVENTORIES
Stores and spares
Stock-in-trade
Raw materials
Process stocks
Finished goods
Trading goods
Total
2008-2009
75

Rupees in lacs
Schedule 7
SUNDRY DEBTORS
(unsecured)
Debts outstanding for a period exceeding six months
Other debts
less, provision
Total
Note,
Considered good
Considered doubtful
Schedule 8
CASH AND BANK BALANCES
Cash on hand
Balances with scheduled banks
- in current accounts (refer note 2 below)
- in fixed deposit accounts (including interest accrued Rs. 45.19 lacs;
as at 31st March, 2008, Rs.30.51 lacs)
(on fixed deposit receipts of Rs. 46.00 lacs, banks have lien; as at
31st March, 2008, Rs. 457.00 lacs)
Post Office savings bank account (security deposit)
As at
31st March, 2009
As at
31st March, 2008
199.05
5,953.18
6,152.23
75.77
6,076.46
165.84
7,065.14
7,230.98
87.71
7,143.27
6,076.46
75.77
6,152.23
7,143.27
87.71
7,230.98
8.28
6.12
224.89
313.31
1,279.36
1,942.22
1,504.25
0.06
2,255.53
0.06
1,512.59
2,261.71
(maximum amount Rs. 0.06 lac; as at 31st March, 2008, Rs. 0.06 lac)
Total
Notes,
1.
Certain current accounts with bank, which have been transferred from MIL pursuant to its scheme of demerger, are in the process of
being transferred in the parent companys name.
2.
Out of the above, unutilised monies out of the first and final call on equity shares made by the parent company in an earlier year
aggregate to Rs. 1.62 lacs (as at 31st March, 2008, Rs. 1.59 lacs).
76
2008-2009

Rupees in lacs
As at
31st March, 2009
As at
31st March, 2008
7,406.13
5,603.61
5.19
162.70
374.77
1.37
7,950.16
66.14
7,884.02
2.48
162.70
413.21
6,182.00
63.62
6,118.38
7,884.02
66.14
7,950.16
6,118.38
63.62
6,182.00
10,545.83
10,545.83
13,184.53
13,184.53
1,243.55
68.58
303.24
12.17
12,173.37
110.88
63.00
79.59
303.24
25.24
13,766.48
PROVISIONS
For tax (net of advance tax)
For Fringe benefit tax (net)
Provision for gratuity
Provision for leave encashment
Proposed dividend
10.60
51.32
228.49
505.00
85.85
23.23
2.23
122.86
196.27
404.00
68.68
Total
881.26
817.27
Schedule 9
LOANS AND ADVANCES
(unsecured)
Advances recoverable in cash or in kind or for value to be received
(including secured Rs. 2,865.61 lacs; previous year Rs.nil) (refer note 6 of schedule 17)
Balances with Central Excise
Iraq Project work-in-progress
Advance tax (net of provision)
Fringe benefit tax (net)
less, provision
Total
Note,
Considered good
Considered doubtful
Schedule 10
CURRENT LIABILITIES
Sundry creditors
- total outstanding dues of micro and small enterprises
- total outstanding dues of creditors other than micro and small enterprises
Other liabilities *
Settled values of secured term liabilities of MIL
Advances from customers
Advance against project contracts
Interest accrued but not due on loans
Total
* includes Rs. 1,119.00 lacs (previous year Rs. Nil) secured by pledge of group company investments.
Schedule 11
2008-2009
77

Rupees in lacs
Schedule 12
OTHER INCOME
Interest
- on bank deposits, etc. (TDS, Rs. 17.44 lacs; previous year, Rs. 11.62 lacs)
- on advances (TDS, Rs. 46.05 lacs; previous year, Rs. 13.29 lacs)
Rent from property
Air-conditioning charges and other receipts
Profit on sale of long term investments (non-trade)
Insurance claims
Provision for doubtful debts / advances written back / debts written off recovered
Miscellaneous income
Total
Year ended
31st March, 2009
Year ended
31st March, 2008
121.37
207.96
329.33
28.90
42.99
14.98
16.93
18.37
6.27
45.23
503.00
128.47
61.00
189.47
48.16
42.18
13.47
15.66
12.99
36.09
1.85
111.77
471.64
1,848.20
132.91
1,981.11
2,597.94
1.90
253.69
2,853.53
2,597.94
1.90
253.69
2,853.53
(872.42)
2,840.62
23.58
218.88
3,083.08
(229.55)
Schedule 13
(DECREASE)/ INCREASE IN STOCKS OF FINISHED GOODS AND PROCESS
STOCKS
Stocks as at 31st March, 2009
Finished goods
Trading goods
Process stocks
less,
Stocks as at 1st April, 2008
Finished goods
Trading goods
Process stocks
(Decrease)/Increase
78
2008-2009

Rupees in lacs
Year ended
31st March, 2009
Year ended
31st March, 2008
20,314.23
15,800.04
1,821.46
240.48
128.54
2,190.48
1,586.52
293.33
131.30
2,011.15
Operating and Other expenses

Stores, spares and packing materials consumed
Power and fuel
Processing charges
Rent
Rates and taxes
Repairs to buildings
Repairs to machinery
Property maintenance expenses
Insurance
Communication expenses
Commission and discount
1,506.26
2,193.75
2.36
58.31
174.24
14.55
196.08
19.98
74.41
73.85
379.16
1,809.88
1,960.45
14.46
45.57
173.23
7.10
190.35
17.89
107.20
72.72
431.70
Transport and freight charges (net)

Donations
1,422.54
30.23
8.96
15.00
1,265.32
10.21
19.69
10.00
6.90
657.77
1,586.78
8,421.13
30,925.84
6.70
268.32
1,164.92
7,575.71
25,386.90
On fixed loans
341.50
489.81
On cash credit accounts

On secured term liabilities of MIL
On Others
Total
486.37
1.31
35.49
864.67
394.81
8.66
4.95
898.23
Schedule 14
MANUFACTURING AND OTHER EXPENSES
Payments to and provisions for employees
Salaries, wages and bonus
Contribution to provident fund and other funds
Welfare expenses

Miscellaneous expenses
Total
Schedule 15
INTEREST
2008-2009
79

Schedule 16
SIGNIFICANT ACCOUNTING POLICIES

1.
Fixed assets
Fixed assets are recorded at cost of acquisition or construction. They are stated at historical cost less accumulated depreciation and
impairment loss, if any.
2.
Depreciation
Depreciation on fixed assets is provided on the straight-line basis in accordance with the Companies Act, 1956. (refer note 4 of schedule
17)
3.
Impairment loss
Impairment loss is provided to the extent the carrying amount(s) of assets exceed their recoverable amount(s). Recoverable amount is
the higher of an assets net selling price and its value in use. Value in use is the present value of estimated future cash-flows expected to
arise from the continuing use of the asset and from its disposal at the end of its useful life. Net selling price is the amount obtainable from
sale of the asset in an arms length transaction between knowledgeable, willing parties, less the costs of disposal.
4.
Investments
Long-term investments are carried at cost. Provision is made to recognize a diminution, other than temporary, in the carrying amount
of long-term investments.
5.
Inventories
Items of inventory are valued at cost or net realizable value, which ever is lower. Cost is determined on the following basis:
Raw materials, stores and spares
Weighted average
Process stocks and finished goods
At material cost plus appropriate value of overheads
Trading goods
FIFO
6.
Retirement and other employee benefits
a.
Contributions are made towards Provident fund, Family Pension fund and Superannuation fund, which are defined contribution schemes.
Liability in respect thereof is determined on the basis of contribution as required under the statute/ rules.
b.
Gratuity liability, a defined benefit scheme, and provision for leave encashment is accrued and provided for on the basis of actuarial
valuations made at the year end.
7.
Foreign currency transactions

Transactions in foreign currency are recorded at the original rates of exchange in force at the time the transactions are effected. At the
year-end, monetary items denominated in foreign currency and forward exchange contracts are reported using closing rates of exchange.
Exchange differences arising thereon and on realization/ payment of foreign exchange are accounted, in the relevant year, as income or
expense.
In case of forward exchange contracts, or other financial instruments that are in substance forward exchange contracts, the premium
or discount arising at the inception of the contracts is amortized as expense or income over the life of the contracts. Gains/ losses on
settlement of transactions arising on cancellation/ renewal of forward exchange contracts are recognized as income or expense.
8.
Borrowing costs
Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the
cost of such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use. All other
borrowing costs are charged to revenue.
9.
Revenue recognition
Revenue (income) is recognized when no significant uncertainty as to its determination or realization exists. Turnover includes carbon
credits which are recognized on delivery thereof or sale of right therein as the case may be, in terms of the contract with the respective
buyers.
80
2008-2009

10. Taxes on income
Tax expense comprise both current and deferred tax at the applicable enacted/ substantively enacted rates. Current tax represents the
amount of income-tax payable/ recoverable in respect of the taxable income/ loss for the reporting period. Deferred tax represents the
effect of timing differences between taxable income and accounting income for the reporting period that originate in one period and are
capable of reversal in one or more subsequent periods.
11. Provisions and contingencies
A provision is recognized when there is a legal and constructive obligation as a result of a past event, for which it is probable that cash
outflow will be required and a reliable estimate can be made of the amount of the obligation. A contingent liability is disclosed when there
is a possible or present obligation where it is not probable that an outflow of resources will be required to settle it. Contingent assets are
neither recognized nor disclosed.
12. Employee stock option
Measurement and disclosure of the employee share-based payment plans is done in accordance with the Guidance Note on Accounting
for Employee Share-based Payments, issued by The Institute of Chartered Accountants of India. Compensation expense is amortized
over the vesting period of the option on a straight line basis. The Company measures compensation cost relating to employee stock
options using the intrinsic value method.
Schedule 17
NOTES ON ACCOUNTS
Rupees in lacs
As at
As at
1.
2.
Estimated amount of contracts remaining to be executed on capital account and not provided for
Contingent liabilities in respect of:
a. Excise matters disputed in appeal
These relate to MODVAT on capital purchases (pending before the Assistant Commissioner)
and permit fee on purchase of alcohol (pending before the High Court)
b. Sales-tax matters disputed in appeal
These relate to classification of goods and consequent dispute on the rates of sales-tax (pending
at various stages from Assistant Commissioner to High Court)
c. Claims against the Group not acknowledged as debts
Labour matters involving issues like regularization of employment, termination of employment,
compensation against severance, etc.
Disputed bills of vendors not accounted for
Demand for maintenance charges
d. Income tax matters disputed in appeal

In all the above matters, the Group is hopeful of succeeding and as such does not expect any
significant liability to crystallize.
e. Corporate guarantees given by the parent company for settlement of Mafatlal Industries
Limited (MIL) dues (refer note 5.b)
f. Indemnity given by the parent company to the buyer of a property sold by Sulakshana Securities
Limited (SSL) against any claim which may arise on the property during the settlement of
balance MIL dues transferred to SSL (refer note 7 of schedule 17). Principal amount of such
outstanding dues in SSL as at 31st March, 2009 is Rs. NIL lacs (as at 31st March, 2008 Rs. 63.00
lacs).
3. a. The consolidated financial statements of Navin Fluorine International Limited (the parent
company - NFIL) and its subsidiaries and an associate have been prepared in accordance with
Accounting Standard (AS) 21 on Consolidated Financial Statements and AS 23 on Accounting
for Investments in Associates in Consolidated Financial Statements issued by the Institute of
Chartered Accountants of India. The details of such enterprises are as under:
292.00
403.41
91.93
92.33
174.13
176.95
23.34
8.84
-
8.84
6.81
431.37
53.19
1,000.00
1,000.00
Amount not
ascertainable
2008-2009
81

Subsidiaries
Sulakashana Securities Limited - SSL (a company incorporated in India)
Urvija Associates (a partnership firm in India)
Associate a company incorporated in India
Mafatlal Denim Limited MDL
% holding of Date of financial

NFIL
statements
st
100.00 31 March, 2009
80.00 31st March, 2009
49.99
Refer note (iii)

below
Notes,
(i) There has been no change in the percentage holding of NFIL in any of the above
(ii) Previous year financial statements are for the year ended 31st March, 2008 .
(iii) The accounting year of MDL is in the process of being extended; consequently MDL has not drawn up accounts for the year
ended 31st March, 2009.
The parent company was a venturer in Molex Mafatlal Private Ltd. along with SSL, holding 49 % (refer note 23). During the previous
year, the shares held by the parent company were sold to co-venturer as per the terms of Joint Venture Agreement.
b. In respect of MDL:
Carrying value
Less: Capital Reserve
Post acquisition share in reserves and surplus as at the date of the financial statements
(see Note 3.a.iii above)
Carrying amount of investment as at the year end
Rupees in lacs
Year ended
Year ended
2,514.12
2,514.12
(961.39)
(961.39)
(834.72)
718.01
(834.72)
718.01
Earlier MDL was a Joint Venture and the Capital reserve on consolidation of Joint Venture was netted of with Goodwill on consolidation.
As the Joint Venture has become an associate, the same has been regrouped into investments.
4.
Depreciation has been provided for on all fixed assets on straight-line basis in accordance with the Companies Act, 1956, at the rates
and in the manner specified in schedule XIV of this Act. In respect of Dimethyl Aniline, Diethyl/ Monoethyl Aniline, Speciality Chemicals,
Cryolite, Aluminium Fluoride, Refrigerant Gases, Mafron 113, ABF Plants, Fluoroaniline Plants and Captive Power Plant, depreciation
has been provided for at the rate applicable to continuous process plants.
5.
a. The Board for Industrial & Financial Reconstruction (BIFR) declared Mafatlal Industries Limited (MIL) a sick industrial undertaking and
sanctioned a scheme for its rehabilitation (SS). Pursuant to this:
(i) the Chemical Division of MIL was demerged and vested in the Company with effect from the appointed date (1st March, 2002),
as a going concern, and effect given to in the accounts in the relevant financial year;
(ii) Sulakshana Securities Ltd (SSL) the wholly-owned subsidiary of the Company, took over certain identified assets and term loan
liabilities of MIL with the objective of repaying them by disposing off the assets thus transferred.
b. In terms of the settlements reached by MIL/ SSL in the discharge of term loan liabilities of MIL taken over under 5(a)(ii) above:
(i) the parent company advanced monies, from time to time, and issued debentures aggregating to Rs. 2,778.07 lacs (previous year
Rs. 2527.07 lacs) (interest free) at year end.
(ii) the parent company gave a corporate guarantee of Rs, 1,000.00 lacs against which a contingency reserve of Rs. 1,000.00 lacs has
been created equitably over four years from 2005-2006 as required by the lenders.
c. SSL has during the year, completed repayment of the term loan liabilities taken over from MIL. The settlement of monies advanced is
dependent on the sale and realization of assets remaining with SSL as mentioned in 5(a)(ii) above .
6
The parent company decided to assist MIL in its rehabilitation efforts in view of its substantial investment in MILs shares and has from
time to time taken several steps which, broadly are as follows:
(i) Advanced monies to a group company and issued Companys debentures, aggregating to
Rs. 2,230.13 lacs (previous year Rs. 2196.67 lacs) at year end to enable settlement of loan liabilities of MIL.
(ii) Taken over loan liabilities of MIL of Rs. 6,534.12 lacs, at a value of Rs. 2,865.61 lacs (at year end).
MIL presently is in the last leg of implementation of a modified rehabilitation scheme. The settlement of the amounts in (a) and
(b) above is dependent on the successful implementation of the modified rehabilitation scheme, when the same is sanctioned by
BIFR.
82
2008-2009

7
a. As mentioned in Note 5 above, BIFR had declared MIL a sick industrial undertaking and sanctioned a scheme of rehabilitation (SS). In
the SS, SSL was identified as a special purpose vehicle into which the Real Estate and Investment Business of MIL was demerged for
settlement of MILs secured term lenders at the values determined in the SS. Against this demerger, the shareholders of MIL were to
be issued one equity share of Rs. 10/- each fully paid-up in the Company for every 500 shares of Rs. 100/- each fully paid-up held in
MIL as consideration for the demerger, aggregating to Rs. 1.00 lac. Accordingly, assets valued as per SS of Rs. 14,905.59 lacs along with
settled values of secured term liabilities of the like amount had been transferred to the Company on the Appointed Date (1st April,
2002) and effect given in the accounts in the relevant year.
b. i.
The balance of secured term liabilities of MIL in respect of liabilities of Rs. 63.00 lacs is settled during the year along with
additional payment of Rs. 152.91 lacs (including interest of Rs 1.31 lacs) as a full and final settlement thereof.
ii. In respect of other settled values of secured term liabilities of MIL transferred to the Company settlement had been reached in
the previous years.
For paying off settlement amounts, monies have been borrowed from the parent company. In terms of the SS, the parent company
has residuary rights on the assets of SSL as available to a guarantor under section 140 and 141 of Indian Contract Act, for all payments
made by it towards such repayment of dues.
c. Asset Sale Committee in SSL had been constituted for settling the liabilities transferred from MIL.
8.
As mentioned in note 7 above, SSL has been identified as a special purpose vehicle in the process of implementation of the SS of MIL.
Therefore, though the accumulated losses have exceeded its shareholders funds as at 31st March, 2009, the accounts of the Company
have been prepared on going concern basis. Further the market value of the immovable property is much higher than the cost.
9.
a.
The parent company has taken office and residential premises under operating lease or leave and license agreements. These are
generally cancelable in nature and range between 11 months to 36 months. These leave and license agreements are generally
renewable or cancelable at the option of the Company or the Lessor. The lease payment recognized in the profit and loss account
is Rs. 58.31 lacs (Previous Year Rs. 45.57 lacs).
b.
Premises shown as investments by the parent company have been given on non-cancellable operating lease for a period of sixty
months. The other details are as under (amounts in Rupees in lacs):
Particulars
As at
31st March, 2009
2.58
2.06
0.03
Gross block as at the year end

Accumulated depreciation as at the year end
Depreciation charged during the year
As at
31st March, 2008
2.58
2.02
0.03
10. MIL was executing a project in Iraq when hostilities broke out between Iraq and Kuwait in 1990-91, resulting in suspension of project
work. In view of the post war conditions and the sanctions imposed by the United Nations and the Government of India, suspended
operations could not be resumed. The customers bankers have asked for extension of bank guarantees for advance payment and
performance and the State Bank of India (SBI), in turn, had claimed that the funds deposited with them in respect of the aforesaid project
are subject to lien. During the previous year, in lieu of alternate securities provided by group companies, SBI released lien on the funds
deposited with them for subsequent appropriation
thereof in connection with the transaction described in note 6 above. In view of
the prevailing uncertain circumstances, the receipts and payments under the contracts, transferred to the Company pursuant to the SS
of MIL, continue to be carried forward and necessary adjustments would be made on the status of the project becoming clearer.
11. Major components of deferred tax assets and (liabilities) are as under:
Difference between book and tax written down values of fixed assets
Provision for diminution in value of investments
Unabsorbed depreciation
Others
Total
As at
31st March, 2009
(2629.90)
177.52
679.80
57.82
(1,714.76)
Rupees in lacs
As at
31st March, 2008
(2,504.41)
180.72
679.80
168.93
10.20
(1,464.76)
12. In an earlier year, the workers of the parent companys Navin Fluorine Unit at Bhestan had been on an illegal and unjustified strike
in contravention of the Industrial Disputes Act. The Labour Commissioner of Gujarat, in his report to the Ministry of Labour, had
2008-2009
83

concurred with the decision of declaring the strike illegal and unjustified. The workers had made a reference to the Conciliation Officer
on the justification of the strike which was pending with the Industrial Tribunal, Gujarat. During the previous year, the Company reached
a settlement with the workers and staff, including workers whose services were terminated in earlier years. Pursuant to the settlement,
apart from revision in the wages/ salaries and other terms and conditions of service, one time compensation has been paid to workers/ staff,
including retrenched workers aggregating to Rs. nil lacs (previous year, Rs. 506.15) which has been disclosed as an exceptional item.
13.
Managerial remuneration:
Year ended
31st March 2009
135.78
21.88
29.67
166.00
353.33
Year ended
31st March 2008
96.62
14.58
14.19
57.48
182.87
Salaries
Contribution to provident and other funds
Perquisites
Commission
Total
Note,
(i) The above excludes contribution for gratuity and leave encashment as the incremental liability has been accounted for by the
Company as a whole.
(ii) Of the above, Rs. 244.13 lacs (Previous Year Rs. 57.48 lacs) is subject to approval of shareholders.
14. Earnings per share is calculated by dividing the profit attributable to the equity shareholders by the weighted average number of equity
shares outstanding during the year, as under:
Profit attributable to equity shareholders Rupees in lacs
Weighted average number of equity shares outstanding during the year
Basic / Diluted earnings per share Rupees
Nominal value per share Rupees
Current year
4345.75
10,099,889
43.03
10.00
Previous year
56.83
10,099,889
0.56
10.00
Note,
Stock options granted to certain executives not being dilutive have not been considered for the purpose of computing diluted earnings
per share.
15. Interest capitalized during the year, Rs. 26.56 lacs (previous year, Rs. 80.70 lacs)
16. Research and development expenditure debited to the Profit and Loss account by charge to relevant heads of account amount to
Rs. 188.97 lacs (previous year, Rs. 141.80 lacs).
17. Share of losses in associate as at 31st March, 2008, is after recognizing deferred tax credit of Rs. 285.94 lacs in respect of unabsorbed
depreciation and carry forward losses based on the internal financial projections about availability of sufficient future taxable profits
against which the deferred tax asset can be realized. As explained in note no. 3.a.iii, the accounts of the associate for the curent year have
not been drawn up.
18. Out of the rights issue made by the parent company during 2004-05, 109 equity shares could not be offered on rights basis in view of the
non-availability of details of beneficial holders from depositories. The same are kept in abeyance.
19. The company is restructuring its organic chemicals activities including redeploying some of the assets of its Dewas unit in other projects
currently under implementation. For the said purpose, the company has appointed a firm of consultants. Due to lack of market demand
and pending finalisation of its plans; the company is in the process of dismantling its plants at Dewas other than the common facilities.
Accordingly, the company is of the view that it does not require any disclosure under AS 24 Discontinuing Operations. Necessary
provision for impairment has been made on the basis of a valuation done by a firm of registered valuers.
20. Before transfer of assets to SSL by MIL (refer no. 5 above) pursuant to its SS, MIL had issued notices to its tenants/ (now) ex-tenants in
its building at Nariman Point, Mumbai for revision in rent/ recovery of expenses. Pending settlement with them, rent, of Rs. Nil, previous
year, Rs. Nil, (aggregate to date Rs. 66.43 lacs, as at 31st March, 2008, Rs. 66.43 lacs) and recovery of expenses, of Rs. Nil, previous year,
Rs. Nil (aggregate to date, Rs. 42.40 lacs, as at 31st March, 2008, Rs. 42.40 lacs), have not been accounted for the year, on legal advice.
21. Excise duty deducted from turnover represents excise duty collected on sale of goods. Excise duty shown under expenditure represents
the aggregate of excise duty borne by the Group and difference between excise duty on opening and closing stocks of finished goods.
22. SSLs current account with the Bank of Baroda had been attached by the Income-tax authorities in the earlier years against their demands
and an amount of Rs. 7.18 lacs has been withdrawn by them towards such demands and during the year a sum of Rs. 0.11 lac is further
withdrawn by the Income tax department.
84
2008-2009

23. Pursuant to the SS of MIL (refer Note 5 above), 5,748,832 equity shares of Rs. 10/- each, at an aggregate value of Rs. 574.88 lacs
(determined in the SS) in Molex Mafatlal Micron Private Limited (a joint venture between MIL and Molex, USA) had been transferred to
SSL. During the previous year, the Company sold all the shares to Co-Venturer as per the terms of Joint Venture agreement.
24. SSL has applied for the change of name to Registrar of Companies from Sulakshana Securities Pvt Ltd to Sulakshana Securities Ltd.
25. Employee Stock Option Scheme
a.
b.
c.
d.
e.
f.
g.
h.
The NFIL Employee Stock Option Scheme has been approved by the Board of Directors of the Company on 1st May 2007.
The vesting period is over four years from the date of grant, commencing after one year from the date of grant.
Exercise Period would commence one year from date of grant and will expire on completion of ten years from the date of
vesting.
The options will be settled in equity shares of the company.
The company used the intrinsic value method to account for ESOPs.
The exercise price has been determined to be the market price on the days preceding the dates of grants.
Consequently, no compensation cost has been recognized by the company in accordance with the Guidance Note on Accounting
for Employee Share-based payments issued by the Institute of Chartered Accountants of India.
Details of movement of options:
Particulars
As at
31st March, 2008
Nos.
Nos.
56100
NIL
Options granted during the year
NIL
58600
Options vested during the year
9075
NIL
NIL
NIL
Options forfeited during the year
NIL
NIL
NIL
NIL
Options outstanding at the beginning of the year
As at
31st March, 2009
Options lapsed during the year
19800
2500
Options outstanding at the end of the year
36300
56100
Had fair value method been used, the compensation cost would have been higher by Rs. 11.03 lacs (previous year Rs 16.27 lacs),
Profit after tax would have been lower by Rs. 7.26 lacs (previous year Rs. 14.68 lacs) and EPS both basic and diluted - would
have been Rs. 42.96 per share (previous year Rs. 0.42 per share).
Weighted Average exercise price of the above options is Rs. 379/- per share.
Modification of ESOP
The remuneration committee resolved by circular resolution on 25th March 2009 that the Employee Stock Option Scheme 2007
of the Company be amended by modifying the Exercise Period in substitution of the existing provisions. The exercise period would
commence one year from the date of grant and will expire on completion of ten years from the date of vesting of options.
26
a.
Derivative instruments
The Group has entered into forward contracts to offset foreign currency risks arising from the amounts denominated in currencies
other than the Indian Rupee. The counter party to such forward contracts is a bank. These contracts are entered into, to hedge
the foreign currency risks on firm commitments. Details of forward contracts outstanding as at the year end:
As at the year end
Exposure to buy/
Rupees in lacs
Foreign
Currency
sell
currency
in lacs
US Dollars
Buy
US Dollars
Sell
(2052.96)
(51.50)
Note: Figures in brackets are for the previous year
2008-2009
85

b. Net exchange difference in respect of forward contracts to be credited in subsequent accounting year amounts to Rs. NIL lacs (as
at 31st March, 2008, credited, Rs. 7.20 lacs)
c. Foreign currency exposure at the year end not hedged by derivative instruments
Amounts in lacs
As at
As at
27.
86
Receivables against export of goods and services

Rupees
3416.13
2243.41
US Dollars
33.05
Pound Sterlings
0.14
Euros
25.87
35.87
Advance received from customers
Rupees
20.26
US Dollars
0.51
Payables against import of goods and services
Rupees
2187.15
3,838.31
US Dollars
42.80
95.77
Advance payment to suppliers
141.36
Rupees
142.44
2.70
3.40
US Dollars
0.11
Euros
Yens
10.74
d. The net amount of exchange loss included in the Profit and Loss account for the year is Rs. 338.96 lacs (previous year loss,
Rs. 30.72 lacs).
Employee benefits
Contributions are made to Recognized Provident Fund / Government Provident Fund and Family Pension Fund which covers
all regular employees. Contribution is also made in respect of executives to a Recognized Superannuation Fund. While both the
employees and the Company make predetermined contributions to the Provident Fund, contribution to the Family Pension Fund
and Superannuation Fund are made only by the Company. The contributions are normally based on a certain proportion of the
employees salary. Amount recognized as expense in respect of these defined contribution plans, aggregate to Rs. 135.47 lacs
(previous year, Rs. 130.91 lacs).
ASB Guidance on Implementing AS 15, Employee Benefits (revised 2005) states that benefits involving employer established
provident funds, which require interest shortfalls to be recompensed, are to be considered as defined benefit plans. Pending the
issuance of the guidance note from the Actuarial Society of India, the companys actuary has expressed inability to reliably measure
provident fund liabilities. Accordingly the company is unable to exhibit the related information.
Contributions are made to a Recognized Gratuity Fund in respect of gratuity and provision is made for leave encashment based
upon actuarial valuation done at the end of every financial year using Projected Unit Credit method and it covers all regular
employees. Major drivers in actuarial assumptions, typically, are years of service and employee compensation. Gains and losses on
changes in actuarial assumptions are accounted for in the Profit and Loss account.
In respect of gratuity (funded) :
Rupees in lacs
Current year
Previous year
Reconciliation of liability recognized in the Balance sheet
Present value of commitments
(663.68)
(689.05)
Fair value of plan assets
612.36
566.19
Net liability in the Balance sheet
(51.32)
(122.86)
Movement in net liability recognized in the Balance sheet
Net liability as at beginning of the year
(122.86)
(145.80)
Net expense recognized in the Profit and Loss account
(61.32)
(127.86)
Contribution during the year
132.86
150.80
Net liability as at end of the year
(51.32)
(122.86)
2008-2009

Expense recognized in the Profit and Loss account
27.38
25.32
Interest cost
52.43
49.03
(51.04)
(47.40)
32.55
100.91
Expense charged to the Profit and Loss account
61.32
127.86
Return on plan assets
51.04
47.40
(15.52)
(35.67)
Actual return on plan assets
35.52
11.73
Reconciliation of defined-benefit commitments
Commitments as at beginning of the year
689.05
625.77
27.38
25.32
Interest cost
52.43
49.03
Paid benefits
(122.20)
(76.31)
17.03
65.24
Commitments as at end of the year
663.68
689.05
Reconciliation of plan assets
Plan assets as at beginning of the year
566.19
479.97
51.04
47.40
Contributions during the year
132.86
150.80
Paid benefits
(122.20)
(76.31)
(15.52)
(35.67)
Plan assets as at end of the year
612.36
566.19
The actuarial calculations used to estimate commitments and expenses in respect of gratuity are based on the following assumptions
which if changed, would affect the commitments size, funding requirements and expense:
Discount rate
7.50%
8.00%
8.00%
8.00%
Expected rate of salary increase
5.50%
4.00%
Mortality
LIC (1994-96) Ultimate
The fair value of the plan assets is distributed in the following manner:
- 71 % in deposits with a nationalized bank
- 29 % various debt instruments
28. Related party transactions
Names of related parties and description of relationship where transactions have taken place during the year/ previous year
Shri Hrishikesh A. Mafatlal (in the capacity of an individual/ trustee)
Shri Vishad P. Mafatlal (in the capacity of an individual/ karta)
Shri Vinesh P. Sadekar (upto 31.05.2008)
Shri Satish D. Kakade (w.e.f. 06.10.2008)
Shri Shekhar Khanolkar (w.e.f. 01.07.2008)
Shri Arvind N. Mafatlal (in the capacity of an individual/ karta/ trustee)
Smt. Sushilaben A. Mafatlal
Smt. Rekha H. Mafatlal
Smt. Aarti Chaddha
Ms. Anjali H. Mafatlal
Mr. Priyavrata H. Mafatlal
Ms. Padmaja Mafatlal
2008-2009
87

Associate
Shamir Texchem Private Limited
Marigold International Private Limited
Pamil Investments Private Limited
Navlekh Investments Limited
Vibhadeep Investments and Trading Limited
Milap Texchem Private Limited
Sushripada Investments Private Limited
Krishnadeep Housing Development Private Limited
Sudas Manufacturing & Trading Limited
Arvi Associates Private Limited
Shripad Associates Private Limited
Sarvamagala Holdings Private Limited
Sale of finished goods
Rental Income
Interest Income
Purchase of cloth for uniform

Managerial remuneration
Shri Vinesh Sadekar
Shri Satish Kakade
Shri Shekhar Khanolkar
88
2008-2009
43.43
9.87

Property Maintenance Expenses
(Rupees in lacs)
5
Total
43.43
9.87
1.33
0.84
1.33
0.84
19.98
17.89
19.98
17.89
32.21
31.77
32.21
31.77
205.21
58.67
205.21
58.67
4.70
4.70
143.19
37.43
3.50
2.50
83.76
47.78
17.27
81.81
43.34
44.79
143.19
37.43
3.50
2.50
83.76
47.78
17.27
81.81
43.34
44.79

Sitting fees
Advances given to
Repayment of Advance from
Dividend paid
Others
As at the year end
Amounts due to
0.80
0.50
2,874.80
6.55
2,138.00
171.74
171.74
97.67
18.61
50.96
22.65
29.20
12.82
20.05
8.90
97.67
18.61
50.96
22.65
29.20
12.82
64.94
28.70
25.84
11.48
19.05
8.32
0.66
0.66
115.00
24.98
3.50
2.50
16.65
10.00
20.00
115.00
24.98
3.50
2.50
16.65
10.00
20.00
Shri Vinesh P. Sadekar

Shri Satish Kakade
2,926.32
81.50
(Rupees in lacs)
5
Total
2,874.80
6.55
2,138.00
4
0.80
0.50
Amounts due from

2,926.32
81.50
1.61
0.64
1.61
0.64
2,230.13
2,196.67
5.20
70.58
2,230.13
2,196.67
5.20
70.58
2008-2009
89

Charge has been created on immovable property of the
Company for loan obtained by National Organic Chemical
Industries Limited
Guarantees/ indemnity given for
1
Refer
note in
schedule 5
(Rupees in lacs)
5
Total
refer
notes
2.f/ g of
schedule
17
1.
2.
Associate
3.
Related parties where control exists
4.
5.
Notes,
1.
There are no provision for doubtful debts or amounts written off or written back in respect of debts due from or to related parties.
2.
Figures in italics are those as at and for the year ended 31st March, 2008
29. Segment information

Primary
Business is the primary segment of the Company, comprising of chemicals only.
Secondary
The Company has two geographical segments based upon location of its customers - within and outside India:
Particulars
Revenues
Segment assets
Cost incurred on acquisition of fixed assets
30.
(Rupees in lacs)
31st March, 2009
31st March, 2008
Domestic
Exports
Total
Domestic
Exports
Total
19,665.30
24,063.05
43,728.35
19,033.85
12,291.21
31,325.06
Within India Outside India
Total Within India Outside India
Total
36,560.45
851.52
3,578.83
40,139.28
851.52
36,285.51
2,249.75
3,816.72
40,102.23
2,249.75
Previous year figures have been regrouped, wherever necessary, to correspond with those of the current year.
Signatures to schedules 1 to 17

(P. B. Pardiwalla)
Partner
90
2008-2009
H.A. Mafatlal
Chairman
S.D. Kakade
Managing Director
N.B. Mankad
Company Secretary
T. M. M. Nambiar
V. P. Mafatlal
S. S. Lalbhai
A. K. Srivastava
P. N. Kapadia
R. Sankaran
S. S. Khanolkar
S. M. Kulkarni
Directors
FORM OF PROXY
NAVIN FLUORINE INTERNATIONAL LIMITED
Registered Office: 1st Floor, Kalpataru Point, Kamani Marg, Sion (East), Mumbai 400022.
(Folio Nos. DP ID*, Client ID* & Name of the Shareholder /
Jointholders in BLOCK LETTERS to be furnished below)
DP ID*
Client ID*
Folio
No. of Shares held
I/We _______________________________________________________________ of ____________________________________ being a

member / members of NAVIN FLUORINE INTERNATIONAL LIMITED hereby appoint _____________________________________ of
_________________ or failing him ________________________ of ______________________ as my/our proxy to vote for me/us and on
my/our behalf at the Eleventh Annual General Meeting of the Company to be held on Monday the 15th June 2009 at 3.00 p.m. at S.N.D.T
Womens University, Patkar Hall 1, Nathibai Damodar Thackersey Road, Churchgate, Mumbai 400020 and at any adjournment thereof.
As witness my/our hand(s) this ____________________________ day of ___________________ 2009.
Signature by the said ______________________________
Please affix
15 paise
Revenue
Stamp
Note: The proxy must be returned so as to reach the Registered Office of the Company not less than 48 hours before the time for holding
the aforesaid meeting.
* Applicable for investors holding shares in Electronic (Demat) Form.
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------
NAVIN FLUORINE INTERNATIONAL LIMITED

Registered Office: 1st Floor, Kalpataru Point, Kamani Marg, Sion (East), Mumbai 400022.
ATTENDANCE SLIP
PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL. Joint shareholders
may obtain additional attendance slips on request. (Folio Nos., DP ID*, Client ID* & Name of the Shareholder / Jointholders / Proxy in BLOCK
LETTERS to be furnished below).
Shareholder
DP ID*
Client ID*
Folio
No. of Shares held
Proxy
I hereby record my presence at the Eleventh Annual General Meeting of the Company to be held on Monday the 15th June 2009 at 3.00 p.m.
at S.N.D.T Womens University, Patkar Hall 1, Nathibai Damodar Thackersey Road, Churchgate, Mumbai 400020.
SIGNATURE OF THE
SHAREHOLDER OR PROXY ____________
NOTES:
(1) Shareholders/Proxy holders are requested to bring the Attendance Slip with them when they come to the Meeting and hand it over at
the gate after affixing their signature on it.
(2) Shareholders are requested to advise, indicating their Folio Nos. DP ID*, Client ID*, the change in their address, if any, to the
Registrar & Share Transfer Agents, at Sharepro Services (India) Pvt. Ltd., Samhita Warehousing Complex, 2nd Floor, Gala No. 52 to 56,
Bldg. No. 13 A - B, Near Sakinaka Telephone Exchange, Andheri-Kurla Road, Sakinaka, Mumbai - 400 072.
* Applicable for investors holding shares in Electronic (Demat) Form.
Forward-looking statement
In this Annual Report forward-looking information if
any, is for enabling investors to comprehend the
prospects of the Company and take informed
investment decisions. This report may contain
forward-looking statements based on the
management's plans and assumptions done in the
ordinary course of conducting its business. These
statements predominantly use words such as
'anticipate', 'estimate', 'expects', 'projects', 'intends',
'plans', 'believes', and words of similar substance in
connection with any discussion of future

performance.
There is no certainty that these plans will be realized,
although we believe we have been prudent in our
assumptions. In addition the achievement of results is
subject to risks, uncertainties and inaccuracies in our
assumptions. Actual results could be materially
different from those anticipated or projected Should
known or unknown uncertainties materialize, or
should underlying assumptions prove inaccurate.
About us
Vision
Navin Fluorine operates an extensive and diverse

fluorochemicals portfolio of specialties, refrigerants
and bulk fluorides with strong market presence and
exciting prospects
We at Navin Fluorine, are committed to be a worldclass, customer-focused and innovative organization

in the field of fine and specialty chemicals and to be the
partner of choice to the chemical, refrigerant, crop
and life sciences companies.
Mission and ethics
Contents
01 Corporate Information 02 Notice 10 Summarised Financial Data 11 Directors' Report 21 Corporate
Governance Report
Loss Account
Section 212
29 Management discussion and analysis 35 Auditors' Report 38 Balance Sheet 39 Profit and
40 Cash flow Statement 42 Schedules 64 Balance Sheet abstract 65 Statement pursuant to

67 Consolidated financial statement
Cover Page : R & D Centre at Surat Plant
Printed by :
Western Press Pvt. Ltd.
www.westernpress.in

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Navin Fluorine International Limited

Annual Report 2008-09

Sustainable Growth Through Innovation

connection with any discussion of future

Navin Fluorine operates an extensive and diverse

We at Navin Fluorine, are committed to be a worldclass, customer-focused and innovative organization

Mission and ethics

40 Cash flow Statement 42 Schedules 64 Balance Sheet abstract 65 Statement pursuant to

Cover Page : R & D Centre at Surat Plant

Navin Fluorine International Limited

11th Annual General Meeting

Shareholders intending to require information about

Shareholders are requested to bring their copy of the

Navin Fluorine International Limited

some Members of the Company signifying their intention

Navin Fluorine International Limited

effect from 6th October 2008 on the terms and conditions

A MEMBER ENTITLED TO ATTEND AND VOTE IS

The relevant Explanatory Statement pursuant to Section

The Register of Members and the Share Transfer Books

The dividend as recommended by the Board of Directors,

No Director seeking appointment / re-appointment at

Copies of documents mentioned in the Explanatory

By Order of the Board,

Dated: 30th April 2009

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

Navin Fluorine International Limited

None of the Directors of the Company is concerned or

None of the Directors, except Shri Satish Kakade, is concerned

In respect of Item No.6

In respect of Item No.8

Shri Shekhar Khanolkar aged 40 years is a B.E., MMS.

Shri Shekhar Khanolkar is in charge of the bulk and specialty

Shri Shekhar Khanolkar was appointed by the Board of

The Board of Directors of the Company at their meeting

(a) Basic Salary:

Fully furnished house or House Rent Allowance

Mediclaim Policy, Personal Accident Insurance,

Navin Fluorine International Limited

(d) He will also be entitled to the following:

None of the Directors of the Company except Shri Shekhar

Free use of the Companys car for the business

The Board of Directors recommend passing of the Special

Free telephone facility at residence.

Shri Satish Kakade is overall in-charge of the business of

iii. Reimbursement of expenses actually and

Other particulars pertaining to the Company which are

In the case of absence or inadequacy of profits, in any

A copy of the Letter of Appointment issued to Shri Shekhar

In respect of Item No.9

The Board of Directors of the Company at their meeting

(a) Basic Salary:

Navin Fluorine International Limited

Fully furnished house or House Rent Allowance

Mediclaim Policy, Personal Accident Insurance,

(d) He will also be entitled to the following:

Free use of the Companys car for the business

Free telephone facility at residence.

iii. Reimbursement of expenses actually and

Commission, up to 1% of the net profit of the Company,

The Board may alter or vary the above referred terms

Navin Fluorine International Limited

Annexure A to the EXPLANATORY STATEMENT