Insilco Ltd Management Discussions

Overall Review

Due to rejection of the Companys application for grant of "Consent to Operate" by Uttar Pradesh Pollution Control Board (UPPCB) vide its orders dated October 22, 2019, the Company had filed fresh applications dated November 21, 2019, for obtaining the Consent to Operate, however, the same were also dismissed by the UPPCB vide its order dated February 4, 2020. The Board of your Company, after due consideration, unanimously agreed not to pursue the matter any further. With effect from June 25, 2021, the Company is under Voluntary Liquidation Process pursuant to the terms of Section 59 of the Insolvency and Bankruptcy Code, 2016 and the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 ("VL Regulations") with effect from June 25, 2021 and Mr. Chandra Prakash (having registration no. IBBI/IPA-002/IP-N00660/2018-2019/12023) was appointed as the Liquidator of the Company.

Subsequently, consent of the members of the Company was accorded on 22^nd November 2022 to replace Mr. Chandra Prakash as the Liquidator of the Company and appoint Ms. Kapila Gupta, being an Insolvency Professional and duly registered with the Insolvency and Bankruptcy Board of India and holding Registration Number: IBBI/IPA-001/IP-P-02564/ 2021-2022/13955, as the Liquidator of the Company for the purpose of its voluntary liquidation process on the terms and conditions as placed before the Board.

Industry Structure and Developments

Sales of Precipitated Silica during the year were Nil (previous year Nil). The Production during the year was Nil (previous year Nil).

Discussion on financial performance with respect to operational performance

The Board of Directors are of the view that the use of the going concern basis of accounting in the preparation of the financial statements is not appropriate and therefore, the financial statements for the year ended March 31, 2024 have not been prepared on a going concern basis. The Company management has assessed carrying value of assets and liabilities and based on current estimates, certain adjustments have been made in the books of account during the year ended March 31, 2024.

A. Financial Position

1. Non-Current Assets:

(i) Property, Plant and Equipment (PPE) & Other Intangible Assets

The Property, plant and equipments aggregating to Rs. Nil Millions as on March 31, 2024 as compared to Rs.0.19 Millions in the previous year. It included IT and other miscellaneous assets at March 31, 2024, which has been either sold or discarded during the year.

2. Current Assets

(i) Inventories

Inventories amount to Rs. Nil Million as on March 31, 2024 as compared to Rs. 2.37 Million as on March 31, 2023.

(ii) Financial Assets

Cash and Cash Equivalents and Other Bank Balances

As at March 31, 2024, the Company had a Cash and Cash Equivalents and Other Bank Balances of Rs. 383.61 Million. This represents ~ 88% of total assets.

Loan and Other Financial Assets

Loan and Other Financial Assets amount to Rs. 52.22 Million as on March 31, 2024 as compared to Rs. 1.98 Million (mainly includes INR 1.93 Million towards interest accrued on fixed deposits) as on March 31, 2023.

(iii) Other Current Assets

Other current assets amount to Rs. Nil Million as on March 31, 2024 as compared to Rs. 11.06 Million as on March 31, 2023.

(iv) Assets classified as held for sale

Assets amount to Rs. Nil Million as on March 31, 2024 as compared to Rs. 61.34 Million as on March 31, 2023 includes the following:

The Company has recognised sale of assets (including leasehold rights & inventory) during the year.

3. Equity Share Capital

The Company has one class of shares - equity shares of par value of Rs. 10/- each. The authorized share capital of the Company is Rs. 657.15 Million divided into 65,715,000 equity shares of Rs. 10/- each. The issued, subscribed and paid-up share capital stood at Rs. 627.15 Million as on year ended March 31, 2024.

During the year, there is no change in share capital of the Company.

4. Other equity

Reserves and Surplus

The balance retained in the Profit & Loss Account as on March 31, 2024 is Rs. (230.72) Million as compared to Rs. (544.35) Million as on March 31, 2023. The book value per share at the end of the year is Rs. 6.32 as compared to Rs. 1.32 at the end of previous year.

5. Non-Current Liabilities Financial Liabilities (i) Lease Liabilities

Both current & previous year includes Rs. Nil towards Lease Liabilities.

Employee benefit obligations

Both current & previous year includes Rs. Nil towards Employee benefit obligations.

6. Current Liabilities

The Company owes an amount of Rs. 39.39 Million as on March 31, 2024 as compared to Rs. 463.24 Million as on March 31, 2023. Current liabilities include the following:

* Advance towards sale consideration of assets (net of fee on realizable value) has been recongised as gain on sale of assets (including leasehold rights & inventory) during the year.

B. Results of Operations

1. Turnover

The detail of turnover of the Company is as per table given below:

2. Net Profit/Loss After Tax

The total comprehensive Profit/(Loss) for the year ended March 31, 2024 is Rs. 313.64 Million (includes Rs. 337.11 Millions gain on sale of assets (including leasehold rights & inventory) as compared to loss of Rs. (80.93) Million in previous year.

3. Earnings Per Share

The basic EPS during the year is Rs. 5.00 per share as against Rs. (1.29) per share in the previous year.

4. Employee Benefits Expense

The employees remuneration and benefits for the year ended March 31, 2024 are Rs. 6.07 Million as compared to Rs. 17.44 Million for the year ended March 31, 2023.

5. Depreciation and impairment

Depreciation and impairment for the year March 31, 2024 are Rs. 0.09 Millions as compare to Rs. 0.18 Millions for the year ended March 31, 2023.

6. Other Expenses

Other expenses for the year ended March 31, 2024 are Rs. 66.61 Million as compared to Rs. 84.77 Million for the year ended March 31, 2023. The other expenses includes legal & professional expenses, loss allowance, security expenses, rates & taxes, power and fuel etc.

FINANCIAL DATA FOR THE YEAR ENDED MARCH 31, 2024

[Rs. in Million except per share data and other information]

RATIO ANALYSIS FOR THE YEAR ENDED MARCH 31, 2024

For Insilco Limited

(Under Voluntary Liquidation)