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Insilco Ltd.

Notes to Accounts

BSE: 500211ISIN: INE901A01011INDUSTRY: Mining/Minerals

BSE   Rs 8.36   Open: 8.79   Today's Range 8.36
8.89
-0.43 ( -5.14 %) Prev Close: 8.79 52 Week Range 6.00
14.74
You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 52.43 Cr. P/BV 1.42 Book Value (Rs.) 5.87
52 Week High/Low (Rs.) 15/6 FV/ML 10/1 P/E(X) 0.00
Bookclosure 11/09/2024 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2024-03 

(x) Provisions and contingent liabilities

Provisions are recognized when the company has a present legal or constructive obligation as a result of past
events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be
reliably estimated. Provisions are not recognized for future operating losses. Where there are a number of similar
obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of
obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item
included in the same class of obligations may be small.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle
the present obligation at the end of the reporting period. The discount rate used to determine the present value is a
pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.
The increase in the provision due to the passage of time is recognized as interest expense.

Contingent Liabilities: Contingent liabilities are disclosed when:

- there is a possible obligation arising from past events, the existence of which will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company,
or

- a present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount cannot be made.

Contingent assets: Contingent assets are disclosed when the inflow of economic benefit is probable.

(y) Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. Normally at initial recognition, the transaction price is the best
evidence of fair value.

However, when the Company determines that transaction price does not represent the fair value, it uses inter-alia
valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure
fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All financial assets and financial liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy. This categorization is based on the lowest level input that is significant to
the fair value measurement as a whole:

• Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

• Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement
is directly or indirectly observable.

• Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable.

Financial assets and financial liabilities that are recognized at fair value on a recurring basis, the Company determines
whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each
reporting period.

(z) Employee benefits

(i) Short-term obligations

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

(ii) Other long-term employee benefits obligations

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

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

(iii) Post-employment obligations

The Company operates the following post-employment schemes:

• Defined benefit plans such as gratuity

• Defined contribution plans such as provident fund, superannuation and national pension scheme

Defined benefit plans

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

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

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

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

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments
are recognized immediately in the statement of profit and loss as past service cost.

Defined contribution plans

• Provident Fund:

Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no
obligation, other than the contribution payable to the provident fund. The Company recognizes contribution
payable to the provident fund scheme as expenditure, when an employee renders the related service, in
the statement of profit and loss.

• Superannuation:

The Company has taken group policy with Life Insurance Corporation of India (LIC) to fund its liability
towards employee’s superannuation. Superannuation fund is administered by LIC and contributions made
to the fund are recognized as expenditure in the statement of profit and loss. The Company has no further
obligations under the plan beyond its monthly contributions.

• National Pension Scheme:

The Company has registered under the National Pension Scheme to provide postretirement benefit to
employees. This is an optional scheme available to employees. The Company has no further obligations
under the plan beyond its monthly contributions, which is recognized as expenditure when made, in the
statement of profit and loss.

• Bonus Plan

The Company recognizes a liability and an expense for bonuses. The Company recognize a provision
where contractually obliged or where there is a past practice that has created a constructive obligation.
Also refer Note 14.

• Termination benefits

Termination benefits are payable when employment is terminated by the company before the normal
retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The
company recognize termination benefits at the earlier of the following dates: (a) when the Company can no
longer withdraw the offer of those benefits: and (b) when the entity recognizes costs for a restructuring that
is within the scope of Ind AS 37 and involves the payment of terminations benefits. In the case of an offer
made to encourage voluntary redundancy, the termination benefits are measured based on the number of
employees expected to accept the offer.

(aa) Contributed equity

Equity shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
shown as a deduction, net of tax, from the proceeds.

(bb) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing:

• The net profit or loss for the period attributable to equity shareholders

• by the weighted average number of equity shares outstanding during the period. The weighted average
number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus
element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed
the number of equity shares outstanding, without a corresponding change in resources.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account:

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

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

(cc) Rounding of amounts

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

Note 2: Critical estimates and judgements

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal
the actual results. Management also needs to exercise judgement in applying the Company’s accounting policies. This
note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are
more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally
assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with
information about the basis of calculation for each affected line item in the financial statements.

Critical estimates and judgements

The areas involving critical estimates and judgements are:

• Estimation of useful life and residual values of property, plant and equipment - Note 3(a)

• Classification of property, plant and equipment as non-current assets - Note 3(a)

• Impairment of property, plant and equipment and intangible assets- Notes 3(a), 5 and 33

• Determination of lease term - Note 3(b)

• Impairment of Right of Use asset - Notes 3(b) and 33

• Fair value of investment properties - Note 4

• Classification of non-current assets as held for sale- Note 33 and 11 (a)

• Impairment of trade receivables - Note 9(a)

• Estimation of defined benefit obligation - Note 14(a) and 14(b)

• Estimation of provision for waste disposal - Note 13(d)

• Provision for litigations and contingent liabilities - Notes 13 (d) and 26

• Recognition of deferred tax assets and liabilities and tax expense - Notes 15 and 24

• Preparation of financial statements not on a going concern - Note 33

• Estimation of amount payable to employees under retention agreement - Note 14

• Recognition of transfer levy charges and interest thereon - Note 34

Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including
expectations of future events that may have a financial impact on the Company and that are believed to be reasonable
under the circumstances.

(ii) Post-employment obligations

Gratuity

Under the gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure
at 15 days of last drawn salary for each completed year of service. The completion of continuous service of 5 years
shall not be applicable for an employee who attains the age of superannuation or normal age of retirement before
completion of the continuous service of 5 years. The Company has funded the gratuity liability with Life Insurance
Corporation of India (LIC) except in case of certain new employees, whose gratuity liability is unfunded. Rate of
return is as given by the insurance Company. The overall expected rate of return on assets is determined based on
the market prices prevailing on that date, applicable to the period over which the obligation is to be settled.

The reconciliation of opening and closing balances of the present value of the defined benefit obligations are as
below:

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions
constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When
calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method
(present value of the defined benefit obligation calculated with the projected unit credit method at the end of the
reporting period) has been applied as when calculating the defined benefit liability recognised in the balance
sheet.

The methods and types of assumptions used in preparing the sensitivity analyses have changed as compared
to the prior period. All the actuarial assumptions has been mentioned as N.A. in the current year as no actuarial
valuation has been performed considering the Company is in voluntary liquidation and all employees retired on
December 31, 2022. Accordingly, sensitivity analysis has been disclosed as N.A. as none of the above
assumptions are used in computing the liability.

(j) Risk exposure

Valuations are performed on certain basic set of pre-determined assumptions and other regulatory frame work
which may vary over time. Thus, the Company is exposed to various risks in providing the above gratuity benefit
which are as follows:

Interest rate risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will
result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the
value of the liability (as shown in financial statements).

Liquidity risk: This is the risk that the Company is not able to meet the short-term gratuity payouts. This may
arise due to non availability of enough cash / cash equivalents to meet the liabilities or holding of illiquid assets
not being sold in time.

Salary escalation risk: The present value of the defined benefit plan is calculated with the assumption of salary
increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants
from the rate of increase in salary used to determine the present value of obligation will have a bearing on the
plan’s liability.

Demographic risk: The Company has used certain mortality and attrition assumptions in valuation of the liability.
The Company is exposed to the risk of actual experience turning out to be worse as compared to the assumptions.

Asset liability mismatching or market risk: The duration of the liability is longer compared to duration of
assets, exposing the Company to market risk for volatilities/ fall in interest rate.

Investment risk: The probability or likelihood of occurrence of losses relative to the expected return on any
particular investment.

(iii) Defined contribution plans

• Provident Fund: Retirement benefit in the form of provident fund is a defined contribution scheme. The Company
has no obligation, other than the contribution payable to the provident fund. The Company recognizes contribution
payable to the provident fund scheme as expenditure, when an employee renders the related service.

• Superannuation: The Company has taken group policy with Life Insurance Corporation of India (LIC) to fund its
liability towards employee’s superannuation. Superannuation fund is administered by LIC and contributions
made to the fund are charged to revenue. The Company has no further obligations under the plan beyond its
monthly contributions.

• National Pension Scheme: The Company has registered under the National Pension Scheme to provide post
retirement benefit to employees. This is an optional scheme available to employees. The Company has no
further obligations under the plan beyond its monthly contributions.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices (in active market) the closing
Net Asset Value (NAV) of which the Company can access as on measurement date. The mutual funds are measured
using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates.
If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in
level 3.

Valuation technique used to determine fair value

There are no transfers between levels 1 and 2 during the year.

The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the
reporting period.

The carrying amounts of trade payables, cash and cash equivalents, other bank balances, other financial assets and
other financial liabilities are considered to be the same as their fair values, due to their short-term nature.

Majorly, the security deposits are redeemable on demand and hence the fair values of security deposits are
approximately equivalent to the carrying amount.

The fair values of loan to employees are based on discounted cash flows using a current perquisite valuation tax rate.
They are classified as level 3 fair values in the fair value hierarchy since significant inputs required to fair value an
instrument are not observable. There is no material difference between carrying amount and fair value of loan to
employees as on March 31,2024 and March 31,2023.

Note 27 : Financial risk management

The Board of Directors of the Company has overall responsibility for the determination of the Company’s risk management
objectives and policies. The Company’s overall risk management policy during the suspension of operations and the
ongoing voluntary liquidation process of the Company, as described in notes 33, focusses on conservation of cash,
management of other financial assets and liabilities; and regulatory and governmental processes.

The Company’s historic activities exposed it to liquidity risk, credit risk and market risk (foreign exchange and price). The
Company’s financial instruments comprise of cash and cash equivalents, deposits with bank and other items such as
prepayments and other receivable, accruals and other payables which arose from its operations. This note presents
information about the Company’s exposure to each of the above risks, the Board’s objectives, policies and processes for
measuring and managing risk and management of capital. Further quantitative disclosures are included throughout these
financial statements. The Company held no derivative financial instruments as at March 31,2024 (Previous Year: Nil). A
summary of the main risks is set out below:

(A) Credit risk

Credit risk mainly arises from cash and cash equivalents, deposits with banks, security deposits with others as well
as well as credit exposures to customers. The maximum exposure arising from these financial assets is their carrying
value as disclosed in the balance sheet.

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Company’s receivables from customers and deposits
with banking institutions. The carrying amounts of financial assets represent the maximum credit risk exposure.

The Company considers the probability of default upon initial recognition of asset and whether there has been a
significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a
significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting
date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive
forwarding-looking information.

A default on a financial asset is when the counterparty fails to make contractual payments within 180 days when they
fall due. This definition of default is determined by considering the business environment in which entity operates and
other macro-economic factors.

Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or
failing to engage in a repayment plan with the Company. The Company categorises a loan or receivable for write off
when a debtor fails to make contractual payments greater than 3 years past due. Where loans or receivables have
been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due.
When recoveries are made , these are recognised in statement of profit and loss.

Where there has not been significant increase in credit risk in financial assets (other than trade receivables) expected
credit loss is measured on 12 months ECL approach. In case of significant increase in credit risk lifetime expected
credit loss approach is used. For trade receivables, expected credit loss is calculated using lifetime credit loss approach
(simplified approach).

(a) Credit risk management

Cash & cash equivalents and bank deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks
and diversifying bank deposits account in different banks across the country. Also, no impairment loss has been
recorded in respect of fixed deposits that are with recognised commercial banks and are not past due.

Other financial assets measured at amortised cost

Other financial assets measured at amortised cost include security deposits and other assets. Credit risk related to
these other financial assets is managed by monitoring the recoverability of such amounts continuously.

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Company. Credit risk arises primarily from financial assets such as trade receivables, investment in mutual funds,
other balances with banks, loans and other receivables.

The Company has developed guidelines for the management of credit risk from trade receivables. The Company’s
primary customers are with good credit ratings. Clients are subjected to credit assessments as a precautionary
measure, and the adherence of all clients to payment due dates is monitored on an on-going basis, thereby practically
eliminating the risk of default.

Credit risk arising from other balances with banks is limited and there is no collateral held against these because the
counterparties are banks and recognized financial institutions with high credit ratings assigned by the international
credit rating agencies.

The average credit period on sales of products is 30 - 90 days. Credit risk arising from trade receivables is managed
in accordance with the Company’s established policy, procedures and control relating to customer credit risk
management. Credit quality of a customer is assessed and accordingly individual credit limits are defined/modified.

Note 28 : Segment Information:

Description of segments and principal activities

The Company has been engaged in the manufacture of a single product viz. Precipitated Silica.

Operating segments are reported in a manner consistent with the internal reporting to the Chief Operating Decision Maker
(CODM) of the Company. The Company has identified Board of Directors as CODM. The CODM is responsible for allocating
resources and assessing performance of the operating segments. The Company has monthly review and forecasting
procedure in place and CODM reviews the operations of the Company as a whole, hence there are no reportable segments
as per Ind AS 108 “Operating Segments”. The Company’s operations remian shut down from October 27, 2019 as described
in Note 33.

i) The Company did not have any revenue from operations during current and previous year.

ii) All the non-current assets of the Company are located in India.

Note 29 : Capital management

For the purpose of the Company’s capital management, capital includes issued capital and all other equity reserves
attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is
to maintain an optimal capital structure so as to maximize shareholder value.

The Company has only one class of equity shares and has no debt. Consequent to such capital structure, there are no
externally imposed capital requirements.

Note 30 :

a) Preparation of financial statements not on a going concern

The Uttar Pradesh Pollution Control Board (“UPPCB”) had, in October 2019 denied the Company’s application for
renewal of Consent to Operate its plant at Gajraula, Uttar Pradesh under the Water (Prevention and Control of
Pollution) Act, 1974 and the Air (Prevention and Control of Pollution) Act, 1974 (“Consent to Operate”) inter alia on
the following ground:

“The unit is using fresh water for dilution of effluent to achieve the norms of Sodium Absorption Ratio (SAR) 26. The
study carried out by /IT Roorkee has not recommended any feasible method for treatment of the effluent to achieve
the prescribed norms. The process of dilution with fresh water cannot be allowed. Keeping the facts in view the
Consent to operate water/air application is hereby rejected. Unit may submit final report of I IT, Roorkee to Central
Pollution Control Board, (CPCB) and seek suitable direction.”

The Company thus suspended the operations of its plant located at Gajraula in October 2019. The Company filed
fresh applications on November 21,2019, for Consent to Operate, however, the same were dismissed by the UPPCB
vide order dated February 4, 2020. The Company challenged the aforesaid order by separate appeals under Section
28 of the Water (Prevention & Control of Pollution) Act, 1974 and Section 31 of the Air (Prevention & Control of
Pollution) Act, 1981 respectively before the Special Secretary, Department of Environment, Forest and Climate, Uttar
Pradesh against the orders of UPPCB. However, the Special Secretary vide its order dated December 4, 2020,
dismissed the appeals filed by the Company. The operations at the plant located at Gajraula, Uttar Pradesh, which is
the only plant of the Company, has remained suspended since October 2019.

The Board had reviewed the legal options available and was of the view that there were no merits in pursuing the
matter any further. The Board of the Company reviewed various options of the way forward for the Company. The
Board is of the opinion that there is no availability of business prospects nor any long-term financial resources that
presents a financially viable alternative to carry on the business activities of the Company or to resume the operations
of the Company in the foreseeable future. The Board granted in principle approval for the voluntary liquidation of the
Company in its meeting dated March 30, 2021. The Board further passed a resolution dated May 31, 2021 and
accorded its consent to voluntarily liquidate the Company in accordance with Section 59 of the Insolvency and
Bankruptcy Code, 2016 and the regulations made thereunder. The Board of Directors were of the view that there are
no realistic alternatives for resumption of the Company’s operations and accordingly, use of the going concern basis
of accounting in the preparation of the financial statements is considered inappropriate and the financial statements
for the year ended March 31, 2023 and the financial results for the quarter/nine months ended December 31,2023
and December 31,2022 have not been prepared on a going concern.

b) Voluntary liquidation process:

(i) The Board of Directors of the Company had decided to initiate the voluntary liquidation process as envisaged
under the provisions of the Insolvency & Bankruptcy Code, 2016 (“Code”). In this regard, the Board granted its
in - principle approval for initiating the voluntary liquidation process of the Company in its meeting dated March
30, 2021 and accordingly on May 31,2021, the consent of the Board of Directors was accorded to initiate the
voluntarily liquidation process of the Company in accordance with the provisions of Section 59 of the Code and
appoint an Mr. Chandra Prakash, an Insolvency Professional who is duly registered with the Insolvency and
Bankruptcy Board of India, as the Liquidator of the Company to conduct its liquidation process. The decision of
the Board was also followed by requisite resolutions being approved by the shareholders of the Company in the
Extra-Ordinary General Meeting held on June 25, 2021 in accordance with Section 59(3)(c)(i) of the Code.
Furthermore, on June 29, 2021 the said resolutions have also been approved by the creditors of the Company
representing two-thirds in value of the debt of the Company as required under the Section 59(3) of the Code.

(ii) Accordingly, with effect from June 25, 2021, the Company is under voluntary liquidation process and Mr. Chandra
Prakash (having registration no. IBBI/IPA-002/IP-N00660/2018-2019/12023) has been appointed as the Liquidator
of the Company, who is discharging his functions and duties provided in the Code and the IBBI (Voluntary
Liquidation Process) Regulations, 2017 (“VL Regulations”). Subsequently, the Board of Directors with the approval
of the members and creditors of the Company appointed Ms. Kapila Gupta, (having registration no. IBBI/I PA-
001 /IP-P-02564/2021 -2022/13955) an Insolvency Professional who is duly registered with the Insolvency and
Bankruptcy Board of India, as the Liquidator of the Company to replace Mr. Chandra Prakash as the liquidator
of the Company.

(iii) Upon its appointment as the Liquidator, the Liquidator published a public announcement calling upon all the
stakeholders of the Company to submit their claims. The Public Announcement was published in accordance
with Regulation 14 of the VL Regulations on June 30, 2021 and the last date of submission of claims as per the
public announcement was July 25, 2021 (i.e. 30 days of the Liquidation Commencement Date).

As per the claims received by the Liquidator and consequent verification of the same, the status of claims as on
May 29, 2024 is as under:

(iv) The Board of Directors had, in the Board Meeting dated May 31, 2021, authorised the Liquidator to sell the
immovable and movable properties and actionable claims of the Company in the voluntary liquidation process,
by public auction or private contract, with power to transfer the properties to any person or body corporate as a
whole, or in parts as per Regulation 31 of the VL Regulations. Accordingly, the Liquidator in exercise of the
powers under Section 35 of the Code, had published a Sale Notice on August 23, 2021, wherein Expression of
Interests (EOI) were invited from prospective bidders to participate in the sale of the assets of the Company on
a “100% cash, as is where is and without recourse basis”. A Process Document containing details of assets,
process for participation in the sale and terms and conditions of the sale was also uploaded on the website of
the Company, for the benefit of the prospective bidders. The last date for submission of the EOIs was September
09, 2021 which was later extended to October 1, 2021 vide Addendum 1 to the Process Document dated
September 09, 2021. The eligible bidders who had submitted a full and complete set of EOI and pre-bid documents
in accordance with the Process Document, were allowed to access to the virtual data room and also site-visits
of the Plant of the Company. The Prospective Bidders were required to carry out their own comprehensive due
diligence in respect of the assets of Company and were deemed to have full knowledge of the title, conditions
etc. of the assets of the Company.

(v) In furtherance to the Sale Notice and the Process Document, an E-Auction Sale Notice was also issued by the
Liquidator on November 16, 2021 for sale of assets pertaining to the plant situated at Gajraula, Uttar Pradesh
(“Gajraula Plant”) and Non-Agricultural Freehold land admeasuring approx. 2,083 sq. yds. situated at Mehsana,
Gujarat (“Mehsana Land”). Pursuant to the E-Auction Sale Notice, the eligible bidders, who had duly submitted
the applicable Earnest Money Deposits (EMDs) for the respective assets, were invited to participate in the E-
Auction of the aforesaid assets of the Company. The said E-Auction was conducted on November 26, 2021 and
the results are as under:

a) Only one bid for INR 42 Cr (Reserve Price being INR 42 Cr) was received for composite sale of rights to the
leasehold land admeasuring approx. 67 acres located at Gajraula Industrial Area, Uttar Pradesh along with
the buildings and structures standing on the lands and all other fixed assets of the Company including
Plant & Machinery, Furniture & Fixtures, inventory etc. pertaining to Gajraula Plant (‘Disposal Group of
assets’). Accordingly, the bidder was declared a successful bidder and a Letter of Intent (LOI) was issued
by the Liquidator. As per the terms of the LOI, the successful bidder has paid the entire consideration of Rs.
42.00 Cr. by April 28, 2022.

A Sale Certificate dated April 14, 2023 has been issued by the Liquidator for transfer of the leasehold rights
for Gajraula Land of the Company on an “as is where is basis”, “as is what is basis”, “whatever there is
basis” and “no recourse” basis to the M/s. Dykes and Dunes Enterprises Private Limited (“Successful
Bidder”), which inter alia required the Successful Bidder to enter into a new lease deed with Uttar Pradesh
State Industrial Development Authority (“UPSIDA”) and complete all processes with UPSIDA or otherwise
to give effect to the transfer.

The Company has executed a surrender of lease deed in favour of UPSIDA for surrender of the leasehold
land in favour of UPSIDA on November 04, 2023.

Separately, a sale deed dated November 06, 2023 has been executed between the Company and the
Successful Bidder for transfer of the plant, built up area and structures on the leasehold land (but excluding
the leasehold land) in favour of the Successful Bidder.

The Successful Bidder has forwarded to the Company the Transfer Memorandum dated November 18,
2023 received by it from UPSIDA. The Company has issued letter dated November 27, 2023 to the Successful
Bidder confirming that pursuant to the sale deed and the surrender of lease deed the Company has
relinquished possession of the land, building & other assets in respect of the Gajraula Land.

Pursuant to such surrender, the Successful Bidder has informed the Company that the Successful Bidder
has executed a fresh lease deed with UPSIDA in respect of the grant of leasehold rights in the land in
favour of the Successful Bidder, and has shared the lease deed dated December 16, 2023 executed with
UPSIDA for the same.

Based on the above facts, the Company has booked the net gain from the aforementioned slump sale of
assets of the Company.

b) Company has sold Non-Agriculture Freehold Land at Mehsana Gujarat (Mehsana Land) Land by way to a
private sale for a consideration INR 23 Lakhs, which was higher than the Reserve Price fixed for the
Mehsana Land. The transfer processes and execution of definitive documents for transfer of Mehsana
Land was completed and the sale was recognised in the books during the quarter ended June 30, 2022.

(vi) Pursuant to Regulation 37 of VL Regulations, in the event of the liquidation process continues for a period of
more than 12 (twelve) months, the liquidator is required to hold a meeting of the contributories of the Company
within 15 (fifteen) days from the end of the 12 (twelve) months from the liquidation commencement date, and at
the end of every succeeding twelve months till dissolution of the Company. Accordingly, pursuant to Regulation
37(2)(a) of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process), Regulations, 2017),
the Liquidator held 1st Annual Contributories Meeting of Insilco Limited (Under Voluntary Liquidation) on July
11, 2022 and subsequently 2nd Annual Contributories Meeting was held on July 06, 2023 through Video
Conferencing (VC)/Other Video Visual Means (OAVM) wherein an Annual Status Report indicating progress in
liquidation of the Company was presented to the contributories attending the meeting.

c) Adjustments to carrying values and classification of assets and liabilities

(i) The Company’s management has assessed carrying value of assets and liabilities and based on current estimates,
following adjustments have been made in the books of account:

a) Impairment loss to the carrying values of Property, Plant and Equipment’s (PPE) and Intangible assets
aggregating to INR 1,424 Lakhs has been recognized in the books of account based on valuation report of
an external independent valuer during the year ended March 31,2021. The valuation is considered to be
level 3 in the fair value hierarchy due to unobservable inputs used in the valuation. Valuation of PPE has
been carried out on the basis of following key assumptions:

(i) Since the Zero Liquid Discharge (ZLD) is a mandatory requirement for setting up a new plant, the
plant can no longer operate for manufacturing of silica. In view of the same the liquidation values of
the assets have been considered by the independent valuer while making the estimate of recoverable
amount. The basis for liquidation value approach considers the amount that would be realized when
an asset or groups of assets are sold on a piecemeal basis that is without consideration of benefits (or
detriments) associated with a going-concern business. A forced sale basis transaction with a shortened
marketing period is considered for this valuation where the tangible assets are sold quickly, often for
an extremely low percentage of their original cost.

(ii) For buildings, the method is based on estimation of the cost spent in reproducing the present day
structure and thereafter applying liquidation discount in line with market norms and it is assumed that
steel structure will fetch more value than the Reinforced Cement Concrete (RCC) on a piecemeal
basis.

(iii) For Plant and Machinery and Other Assets, market approach of valuation has been adopted for
estimating the reinstatement value/GCRC (gross current replacement cost). Combination of
replacement method and comparison method is used for carrying out the valuation. Liquidation value
analysis is carried out in line with market experience and expertise. These assets were categorised
between specialised for silica plant and general items. The assets specific to the silica plant are
considered at scrap value as per the independent valuers’ report. whereas for general items the
balance useful life and type of asset has been considered for estimation of liquidation value by the
independent valuer.

b) Right of use assets (ROU) relating to leasehold land have been carried at cost as no loss is expected
based on valuation report of an external independent valuer and LOI to the successful bidder. Sales
comparison method under market approach of valuation has been adopted by the valuer for estimating the
fair value of land. In an active or open market, the identical type of land parcel with similar characteristics
are used for valuation. In case of unavailability of direct comparable, relevant adjustments are carried out
on available quotes or transaction details with consideration of different factors affecting values of land for
estimating the fair value. In order to determine the value of land parcel actual sales instances in the area
have been considered. The rate for the subject property has been arrived by adjusting the factor for elapsed
lease, size of the property and applying liquidation discount in line with market norms. Liquidation value
analysis is carried out in line with market experience and expertise. The valuation is considered to be level
3 in the fair value hierarchy due to unobservable inputs used in the valuation. (Also refer note 3 (B)).

c) Write down adjustment to the carrying values of Stores and spares aggregating to INR 130 Lakhs has been
recognized in the books of account during the year ended March 31, 2021 based on valuation report of an
external independent valuer. Valuation of stores and spares has been carried out on the basis of following
key assumptions:

- For spares of general plant and machinery scrap value is considered as per the expert valuation
report. For spares related to specialised plant and machinery NIL value has been considered.

d) Other assets have been recognised at current realizable value as per the Management’s current estimate
and loss allowance has been recognised during the year aggregating Rs. 4,899 (‘000) (Previous year Rs.
11,567 (’000)).

Note 31:

Proceedings before the Labour Court, Rampur

Consequent to the failure of conciliation proceedings between the Company and certain former employees in relation to
complaints of the former employees seeking their reinstatement in the Company along with certain other reliefs from the
Company, claiming that their services were illegally terminated by paying the voluntary retirement scheme (“VRS”) and
that the VRS was not specifically asked for by the employees.

Thereafter, the Company has on October 21, 2022 received 35 (Thirty-five) summons in Hindi language, each dated
October 17, 2022, from the Labour Court, Rampur, Uttar Pradesh (“Labour Court”), in relation to the applications filed by
the ex-employees of the Company.

Thereafter, noting that all the complaints pertain to the same subject matter, Case No. 24 of 2022 being Bijender Singh v
Insilco Ltd. was designated as the lead matter.

As on date, authority letters have been filed on behalf of the Company for all complaints. The local counsel has received
the written statements on behalf of the Company for all the cases, which are to be exchanged with the former employees’
own written statements. Further, we have been informed that the local counsel has filed the written statements on behalf
of the Company and has received the written statements on behalf of the ex-employees for all the cases, except that of (a)
Mr. Rohit Kumar Baliyan (Adj. Case No.28/2022), who has not yet filed a written statement; and that of (b) Mr. Zakir
Hussain (Adj. Case No. 32/2022), who we understand to have died and in his stead, his wife has filed an application for
being impleaded into the proceedings as his legal heir, and no written statement has been filed on behalf of Mr. Zakir
Hussain.

As such, we note that the ex-employees have sought the following prayers, vide their respective written statements: (a)
reinstatement to their old employment at the Company, on a continuous basis from the date of termination of employment,
along with full salary and other allowances payable to them from the date of the termination; and (b) interest at a rate of
20% per annum on the salary pertaining to the period when the ex-employees were allegedly out of work.

Furthermore, the local counsel has received the rejoinders on behalf of the Company for all the cases, which are to be
exchanged with the former employees’ rejoinders to the written statements filed on behalf of the Company. It has been
informed to us that while the local counsel has submitted the rejoinders on behalf of the Company in all the cases before
the Labour Court, the rejoinders on behalf of the ex-employees are yet to be submitted to the Labour Court for exchange
with the Company.

We have received certain objection applications that have been filed on behalf of the workmen, objecting to the signing of
the Company’s written statement by the Liquidator, Ms. Kapila Gupta, and seeking rejection of the Company’s written
statement on such grounds. We have filed individual replies to the aforementioned objection applications.

The Company has also filed applications before the Labour Court seeking that the Workmen be directed to refund the
amounts deposited by them under the VRS 2021 in order to continue prosecution of their claims before the Labour Court,
as well as applications seeking urgent hearing of the matter owing to the impending liquidation of the Company.
Pursuant to the hearing on March 14, 2024, the Ld. Labour Court was pleased to dismiss the objections raised by the
workmen regarding the pleadings filed on behalf of Insilco being signed by the Liquidator of the Company, in the favour of
Insilco.

The matters are now posted to the following date: May 23, 2024 for disposal of the application for refund of the amounts
received by the workmen under the VRS.

Note 32 :

a) During the quarter ended June 30, 2023, Mr.Rajeev Agarwal had been appointed as the Chief Financial Officer of the
Company by the members in their Extra-Ordinary General Meeting held on June 27, 2023.

b) in pursuant to the provisions of Section 196, 197 and 203 read with Schedule V of the Companies Act 2013, rules
made thereunder and all other applicable provisions, if any of the Companies Act, 2013 and Article 92 of the Articles
of Association of the Company, Mr. Vinod Paremal has been re-appointed as the Managing Director of the Company
w.e.f. 01.05.2023 by the Board of Directors in its meeting held on 24.04.2023 for a further term of 2 years without any
remuneration, which was approved by the members of the Company in their adjourned Extra-Ordinary General
Meeting held on 31.07.2023.

Note 34 :

Clarification has been sought by The Bombay Stock Exchange regarding Movement in Price dated 09.09.2022. Company
has replied to the said letter on 07.10.2022 mentioning that the Company is Under Voluntary Liquidation w.e.f. 25th June
2021 and there is no material relevant information / event having a bearing on the operations / performance of the Company
which requires disclosures as per Regulations 30 of SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015 (“Listing Regulations”). Further they have added that since the Shares of the Company are freely traded on the
Bombay Stock Exchange, the Company is unable to comment on the Movement in Share Price of the Company. Pursuant
to this Bombay stock exchange has suspended the trading in the share of company w.e.f., 07th October 2022.

Note 35:

a) Additional regulatory information required by Schedule III

(i) Details of benami property held

No proceedings have been initiated on or are pending against the group for holding benami property under the
Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(ii) Borrowing secured against current assets

The Company did not have any borrowings from banks and financial institutions on the basis of security of
current assets. Further, the Company has not been sanctioned working capital limits in excess of Rs. 5 crores,
in aggregate from banks and financial institutions on the basis of security of current assets.

(iii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any
government authority.

(iv) Relationship with struck off companies

The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act,
1956.

(v) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(vi) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or
previous financial year.

(vii) Utilisation of borrowed funds and share premium

The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

(viii) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments
under the Income Tax Act, 1961, that has not been recorded in the books of account.

(ix) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous
year.

(x) Valuation of PP&E, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible
assets or both during the current or previous year. Further, the Company has chosen cost model for its Property,
Plant and Equipment (including Right of Use assets) and intangible assets.

(xi) Corporate social responsibility expenditure

The Company is not required to spend corporate social responsibility expenditure during the year.

b) Other regulatory information

(i) Title deeds of immovable properties not held in name of the company

There are no immovable properties held as on 31.03.2024.

(ii) Registration of charges or satisfaction with Registrar of Companies

There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the
statutory period.

(iii) Utilisation of borrowings availed from banks and financial institutions

The Company has not obtained any borrowings from banks and financial institutions during the year.

(iv) Cash loss

The Company has incurred cash losses of Rs. NIL in the financial year and of Rs. 80,747 (‘000) in the immediately
preceding financial year. Cash loss is computed after adjusting Depreciation and amortisation expense and
Impairment loss on Property, Plant and Equipment and intangible assets from Loss after tax.

Note 36:

Pursuant to amendment in Schedule III to the Companies Act, 2013 by Ministry of Corporate Affairs vide its notification
dated March 24, 2021, the comparative figures as disclosed in these financial statements have been regrouped/reclassified,
wherever necessary, to make them comparable to current period figures.

For Shiv & Associates For and on behalf of the Board of Directors

Chartered Accountants of Insilco Limited (Under Liquidation)

Firm Registration No.: 009989N

Sd/- Sd/- Sd/-

Manish Gupta Sonia Prashar Paremal Narayanan Vinod

Partner Director Managing Director

Membership No. 095518 DIN: 06477222 DIN: 08803466

Place: New Delhi Place: Mumbai

Sd/- Sd/-

Rajeev Agarwal Geetika Varshney

Chief Financial Officer Company Secretary

Place: Noida Place: New Delhi

Sd/-

Kapila Gupta

Liquidator of Insilco Limited

[Registration no.IBBI/IPA-001/IP-P-02564/2021-2022/13955]
Place: New Delhi Place: Noida

Date: May 29, 2024 Date: May 29, 2024

 
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