Directors Report of De Nora India Ltd.

Mar 31, 2025

Your Directors are pleased to present the 36^th (Thirty Sixth)
Board’s Report on the business and operations of the
Company together with the audited financial statements for
the year ended March 31,2025.

1. FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year
ended March 31,2025, is summarized below.

('' in Lakhs)

Particulars	FY 2024-25	FY 2023-24
	Audited	Audited
Revenue from Operations	6,858.24	7,379.62
Other Income	586.43	520.33
Total	7444.67	7,899.95
Profit before Depreciation, Exceptional items and Tax Expense	445.67	2,637.05
Less: Depreciation/ Amortization/ Impairment	170.11	114.58
Profit before Exceptional items and Tax Expense	275.56	2,522.47
Exceptional Items	-	-
Profit/(Loss) before Taxation	275.56	2,522.47
Less: Tax Expense (Current & Deferred)	106.27	621.73
Net Profit	169.29	1,900.74
Other Comprehensive Income/(Loss) (net of tax)	(17.01)	6.74
Total Income for the year	152.28	1,907.48

Note: Previous year’s figures have been regrouped for
comparison purposes with current year’s presentation
wherever necessary.

2. OVERVIEW OF COMPANY OPERATIONS &
PERFORMANCE

The Company is primarily engaged in the manufacturing
of Electrolytic Products, including anodes, cathodes,
electrochlorinators, and Water Technology products. It
operates as a single integrated business unit. While
the operational performance has remained stable,
the management continues to focus on improving
profitability in a sustainable and strategic manner.

During the financial year ended March 31, 2025, the
Company reported a turnover of '' 6,858.24 lakhs as
against '' 7,379.62 lakhs in the previous year. The
Profit from Operations for the year under review stood
at '' 275.56 lakhs, compared to '' 2,522.47 lakhs in the
previous year.

The Profit After Tax (PAT) for the year under review
was '' 169.29 lakhs, a significant decrease from
'' 1,900.74 lakhs reported for the year ended March

31, 2024. The decline in profitability is primarily
attributable to the provisioning of product warranties
amounting to '' 1,439.81 lakhs, made during the
year as a prudent measure to cover potential future
liabilities associated with product performance.

Despite the temporary impact on profits, the
management believes that this step reinforces the
Company’s commitment to quality, reliability, and long¬
term customer satisfaction, and remains confident in
the underlying strength of its business model and
future prospects.

3. DIVIDEND

The Board of Directors have not recommended any
dividend for the financial year ended March 31, 2025,
in order to conserve resources for future business
requirements and growth opportunities.

4. TRANSFER TO RESERVES

The Company has not transferred any amount to the
reserves of the Company during the Financial year
under review.

5. SHARE CAPITAL

The paid-up equity share capital of the Company as
on March 31, 2025, was '' 530.86 lakhs comprising
of 53,08,634 equity shares of '' 10 each. During the
year under review there was no change in the capital
structure of the Company.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

All the Directors of the Company have confirmed that
they are not disqualified from being appointed as
Directors in terms of Section 164(2) of the Companies
Act, 2013 and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules,
2014.

Retirement of Director

In accordance with the provisions of Section 152 of
the Companies Act, 2013, Mr. Francesco Labbate
(DIN: 08063332), Non-Executive, Non-Independent
Director of the Company, is liable to retire by rotation
at the ensuing Annual General Meeting and owing to
other commitments, has conveyed his unwillingness
to seek re-appointment.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the following persons are the
Key Managerial Personnel (KMP) of the Company as
on the date of this Report:

• Mr. Vinay Chopra - Managing Director

• Mr. Deepak Nagvekar - Chief Financial Officer

Mr. Shrikant Pai resigned from the position of
Company Secretary with effect from close of business
hours on May 9, 2025. The Company is in the process
of appointing a suitable candidate to fill the vacancy
within the prescribed timeline of three months from
the date of resignation, in compliance with Regulation
6 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

7. NUMBER OF BOARD MEETINGS

During the year under review, 5 (Five) meetings of
the Board of Directors were held. The intervening
gap between two consecutive meetings was within
the period prescribed under the Companies Act, 2013
as amended from time to time. The details of the
meetings of the Board of Directors of the Company
held and attended by the Directors during the financial
year 2024-25 are given in the Corporate Governance
Report which forms part of this Board’s Report.

8. COMMITTEES OF THE BOARD

As on March 31, 2025, the Board has 4 (Four)
Committees: Audit Committee, Nomination &
Remuneration Committee, Stakeholder’s Relationship
Committee and Corporate Social Responsibility
Committee.

The details of composition, terms of reference,
meetings held during the year of the Board, and its
Committees are provided in the Report on Corporate
Governance. All recommendations made by the
various committees during the year under review have
been accepted by the Board.

9. AUDIT COMMITTEE

The Audit Committee is duly constituted as per the
provisions of the Act read with applicable Rules
framed thereunder and the Listing Regulations. The
details pertaining to the composition of the Audit
Committee, number of meetings, terms of reference
etc. are provided in the Corporate Governance Report,
which forms part of this Report. During the year under
review, all the recommendations made by the Audit
Committee were accepted by the Board.

10. MANAGEMENT DISCUSSION & ANALYSIS
REPORT

Pursuant to Regulation 34(2)(e) of Listing Regulations,
the Directors’ comments on the operations,
performance and future outlook of the Company is
given in the Management’s Discussion and Analysis,
appended to the Board’s Report as ‘Annexure - I’.

11. RELATED PARTY TRANSACTIONS

All the transactions entered with Related Parties by
the Company during the year under review were
in the ordinary course of business and on ‘arm’s

length’ basis. Details of all the transactions entered
with related parties were placed before the Audit
Committee and Board for approval. Prior omnibus
approval of the Audit Committee and approval of the
Board was obtained for the related party transactions
which were repetitive in nature. The Audit Committee
reviews all transactions entered into pursuant to the
omnibus approval so granted on a quarterly basis.

Form AOC-2, pursuant to Section 134(3)(h) of the Act
read with Rule 8(2) of the Companies (Accounts)Rules,
2014, is set out in the ‘Annexure- II’ to this report. The
details of all the Related Party Transactions as per the
Accounting Standards have been disclosed in notes
to the financial statements. There were no materially
significant related party transactions made with the
Promoters, Directors or Key Managerial Personnel
which may have a potential conflict of interest with the
Company at large.

In accordance with Regulation 23 of the Listing
Regulations, the Company submits the details of
related party transactions to the stock exchanges in
the prescribed format within the stipulated time from
the date of publication of its financial results on a half¬
yearly basis.

In line with the requirements of the Companies Act,
2013 and amendment to the Listing Regulations, the
Company has formulated a Policy on Materiality and
dealing with Related Party Transactions which is also
available on the website of the Company at https://
india.denora.com/company/shareholder-information.
html.

12. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read
with Section 134(5) of the Act, the Board of Directors,
to the best of its knowledge and ability, confirm that:

a. in the preparation of the annual accounts the
applicable accounting standards have been
followed and there are no material departures;

b. they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent
so as to give a true and fair view of the state of
affairs of the company at the end of the financial
year and of the profit of the company for that
period;

c. they have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the company and
for preventing and detecting fraud and other
irregularities;

d. they have prepared the annual accounts on a
going concern basis;

e. they have laid down internal financial controls
to be followed by the company and that such
internal financial controls are adequate and
operating effectively; and

f. they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

13. INDEPENDENT DIRECTORS

The Independent Directors of the Company have
submitted requisite declarations confirming that they
meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 read
with Regulation 16(1)(b) of Listing Regulations. In
terms of Regulation 25(8) of the Listing Regulations,
the Independent Directors have also confirmed that
they are not aware of any circumstance or situation
which exists or may be anticipated that could impair
or impact their ability to discharge their duties with
an objective independent judgment and without any
external influence. The Independent Directors have
also confirmed that they have complied with the
Company’s Code of Conduct. The Board of Directors of
the Company has taken on record the declaration and
confirmation submitted by the Independent Directors
after undertaking due assessment of the veracity of
the same. Based on the declarations received from
Independent Directors and in the opinion of the Board,
all the Independent Directors possess the requisite
qualification, experience, expertise, integrity and
proficiency required for appointment as Independent
Director of the Company.

The Independent Directors of the Company have
confirmed that they have enrolled themselves in the
Independent Directors’ Databank maintained with the
Indian Institute of Corporate Affairs (‘IICA’) in terms
of Section 150 of the Act read with Rule 6 of the
Companies (Appointment & Qualification of Directors)
Rules, 2014, as amended. They are exempt from
the requirement to undertake the online proficiency
self-assessment test conducted by Indian Institute of
Corporate Affairs (IICA).

14. BOARD PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and SEBI
Listing regulations, the Board of Directors has carried
out an annual evaluation of its own performance,
directors individually and committees of the Board in
accordance with the parameters for such evaluation
formulated by the Nomination and Remuneration
Committee. This exercise was carried out through a
structured questionnaires which were circulated to the
members of the Board and Committees soliciting their
feedback.

The performance of the Board was evaluated by
the Board after seeking inputs from all the Directors
on various aspects of the functioning of the Board.
Evaluation of the Board was based on criteria such as
Board’s understanding of its responsibilities, diversity
and inclusiveness within the Board, strategic direction
and guidance to the organisation, quality of Board
discussion, Board communication and relationships
etc.

Evaluation of Committees is based on criteria such
as their effectiveness in carrying out their respective
mandates, the frequency of meetings, time allocated
for discussions during these meetings, Committee’s
contribution and recommendation to the Board in the
decision-making process etc.

The Board evaluated the performance of individual
directors based on parameters such as contribution of
the Director to Board deliberations, attendance, ability
to guide the Company in key matters, knowledge and
understanding of significant developments etc. No
Director participated in his / her own evaluation. Further,
the performance evaluation criteria for Independent
Directors included a check on their fulfilment of the
independence criteria, independent judgement in
Board deliberations and their independence from the
Management.

The Independent Directors of your Company met on
Tuesday, April 30, 2024, without the presence of Non¬
Independent / Executive Directors and Members of
the Management. At this Meeting, the Independent
Directors reviewed the performance of the Non¬
Independent Directors and the Board of Directors as a
whole, reviewed the performance of the Chairperson
of your Board taking into account the views of
Executive Directors and Non-Executive Directors and
assessed the quality, quantity and timeliness of flow of
information between the Management and the Board
that is necessary for the Board to effectively and
reasonably perform their duties.

The outcome of the evaluation process was
deliberated at the Board meeting and actionable
areas are discussed and acted upon. Based on
various evaluation criteria, the performance of the
Board, various Board Committees, Chairperson and
Individual Directors (including Independent Directors)
was found to be satisfactory. The Directors were
satisfied with the Company’s standard of governance,
its transparency, meeting practices and overall Board
effectiveness.

15. REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT EMPLOYEES

The remuneration paid to Directors, Key Managerial
Personnel and Senior Management is in accordance
with the Nomination and Remuneration Policy of
the Company formulated as per Section 178 of the
Companies Act, 2013 and Regulation 19 read with
Schedule II of the Listing Regulations. The details
of remuneration to Directors during the year under
review is given in the Corporate Governance Report
which forms part of this report.

Information under Section 197(12) of the Companies
Act, 2013 read with Rules 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given in a separate
annexure to this report as ‘Annexure - III’.

During the year there were no employees who if
employed throughout the financial year were in
receipt of remuneration of '' 102 Lakhs or more per
annum or if employed for part of financial year was
in receipt of remuneration of '' 8.5 Lakhs or more per
month. There were no employees who if employed
throughout the financial year or part thereof, were in
receipt of remuneration in the financial year which, in
the aggregate, or as the case may be, at a rate which,
in the aggregate was in excess of that drawn by the
Managing Director and held by himself or along with
his spouse and dependent children, not less than two
percent of the equity shares of the Company.

The statement containing particulars of top 10
employees under Section 197(12) of the Act read with
Rule 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
is provided in a separate annexure forming part of
this report. However, in terms of Section 136 of the
Act, the report and the accounts are being sent to
the Members excluding the aforesaid annexure. The
said annexure is open for inspection and any Member
interested in obtaining a copy of the same may write to
the Company Secretary at the Registered Office of the
Company. None of the employees listed in the said
Annexure are related to any Director of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
COMMITTEE

During the Financial Year ended March 31, 2025,
Corporate Social Responsibility (CSR) provisions
under Section 135 of the Companies Act, 2013 were
applicable to the Company, as it met the prescribed
thresholds under sub-section (1) of Section 135 in the
immediately preceding financial year. The Company
incurred a CSR expenditure of ''46.17 Lakhs in line
with its CSR obligations.

A brief outline of the CSR Policy of the Company, the
initiatives undertaken during FY 2024-25, and the
requisite disclosures as prescribed under Section
135 of the Act read with Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014,
form part of the Annual Report on CSR activities,
annexed as ‘Annexure IV’ to this Report.

The Corporate Social Responsibility Policy of the
Company is available on its website at https://india.
denora.com/investors/shareholder-information.html .

17. NOMINATION AND REMUNERATION POLICY &
BOARD MEMBERSHIP CRITERIA

Pursuant to the provisions of Section 178 of the Act
and SEBI Listing Regulations, the Company has
formulated a Nomination & Remuneration Policy for
the Directors, Key Managerial Personnel and the
Senior Management Employees. The salient feature
of this policy is to lay down the criteria for appointment
of Director, Key Managerial and Senior Management
positions in the Company and to ensure that level
and composition of remuneration is reasonable and
sufficient to attract, motivate and retain competitive
executives. The Nomination and Remuneration
Committee considers the qualifications, experience,
current trends in the industry, responsibilities
shouldered by them, past performance, performance
of the Company, the statutory provisions and other
relevant factors while deciding on remuneration of
Directors, Key Managerial and Senior Management
Personnel.

The Nomination and Remuneration Committee
works with the Board to determine the appropriate
characteristics, skills and experience for the Board
as a whole and its individual members with the
objective of having a Board with diverse backgrounds
and experience. The Nomination and remuneration
Committee recommends to the Board the persons
who may be appointed as Director of the Company,
after evaluating the appointee against a range of
criteria which include qualification, experience,
independence, integrity, professional skills, ethical
behaviour, sound business judgement, ability to
participate constructively in deliberations to assist the
Board in fulfilling its responsibilities and willingness to
exercise authority in a collective manner. The details
of skills, expertise and competencies identified by the
Nomination and Remuneration Committee and the
names of Directors who have such skills/ expertise/
competence are provided in detail in the Corporate
Governance Report.

Details of the remuneration paid to the Board of
Directors is provided in the Corporate Governance
Report. During the year under review, no changes

were made to the above policy. The Policy is available
on the Company’s website at https://india.denora.
com/investors/shareholder-information.html.

18. INTERNAL FINANCIAL CONTROLS (‘IFC’)

The Internal Financial Controls adopted and followed
by your Company are adequate with the scale
and complexity of its operations and are operating
effectively. These controls were tested by the Statutory
as well as the Internal Auditors, during the Financial
Year 2024-25 and no reportable material weaknesses
or deficiency either in their design or operations
were observed. The Audit Committee of the Board
periodically reviews the adequacy and effectiveness of
the Company’s internal control systems and monitors
the implementation of the audit recommendations.

The Internal Financial Controls of the Company
seeks to ensure, orderly and efficient conduct of its
business, including adherence to company’s policies,
the safeguarding of its assets, the prevention and
detection of frauds and errors, compliance of all
laws applicable to the Company, prevention and
detection of frauds and errors and all transactions are
authorized, recorded and reported appropriately.

19. ANNUAL RETURN

The Annual return of the Company as on March 31,
2025 in Form MGT-7 in accordance with Section 92(3)
of the Act read with the Companies (Management
and Administration) Rules, 2014, is available on the
website of the Company viz https://india.denora.com/
investors/financial/annual-reports.

20. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Conservation of Energy

De Nora Group aims to provide new solutions that
can contribute to achieving the United Nations
2030 Agenda and, in particular, of the Sustainable
Development Goals (SDGs). Sustainability at De Nora
India Limited starts with the continuous improvement
through several initiatives. The Company has always
been conscious of the need for conservation of energy
and has implemented ISO 50001: 2018 an energy
management system. Though the manufacturing
activities of the Company involve consumption
of energy, it is not of major significance and no
substantial investment was made for reduction of
energy consumption. However, the following efforts
were initiated by the Company to conserve energy in
the best possible ways.

(i) The steps taken or impact on conservation of
energy.

• Replacement of old DG sets with new
energy efficient DG sets.

• Replacement of old Etching tank with energy
efficient design Etching tank (from 56kW to
36kW).

• Installation of HVLS fans replacing old
almonard fans (1 HVLS replaces 6 almonard
fans).

• Installation of Zig Wheels(0.75kW) replacing
old cooling fans (2.2kW).

• Removing split AC (2.0kW) from mini
conference & server room and linking with
existing office duct AC.

• Installation of Smart Diesel tank for
monitoring wastage or leakages on mobile
application.

• Qualified Surveillance audit for ISO
50001:2018.

(ii) The steps taken by the company for utilising
alternate sources of energy.

• Solar powered streetlights in the factory
outer premises are doubled in number.

• Our vision of green energy i.e. 12.5% of
total energy to be shifted to Solar Energy
(kWp) is planned for FY-2027-28.

• 1 no. Diesel Engine Forklift replaced by EV
forklifts.

The Company acknowledges that reducing
the energy consumption of its operations is an
ongoing continuous endeavor.

Research and Development (R&D) &

Technology absorption

The Company has an ongoing technical
collaboration for Ion Exchange Membrane
Electrolysers for chlor-alkali industry, electro-
chlorinators for water treatment and cathodic
protection (anti corrosion) systems. The
Company did not incur any expenditure on R&D
during the year under review.

Foreign Exchange Earnings & Outgo

Foreign Exchange Earnings - '' 644.19

Foreign Exchange Outgo - '' 3,085.94

21. RISK MANAGEMENT

The Company has in place a robust Risk Management
framework to identify and evaluate the risks. The
Company’s Board of Directors has the overall
responsibility for the establishment and oversight
of the Company’s risk management framework.

The Company’s Audit Committee oversees risk
management procedures and reviews the adequacy
and effectiveness of the risk management framework
in relation to the risks faced by the Company. This
framework seeks to ensure that all risks that the
organisation faces including strategic, financial,
operational, market, legal, regulatory, people and
other risks are identified, the impact is assessed
based on severity and likelihood, the mitigation plans
are then drawn up and these plans are effectively
reviewed and implemented. The framework seeks to
minimize adverse impact on the business objectives
and enhance the Company’s competitive advantage.
The senior management of your Company regularly
reviews the risk management processes of your
Company for effective risk management.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism as
envisaged in the Companies Act, 2013 and the Listing
Regulations through the Company’s Whistle Blower
Policy to enable the Directors and employees of the
Company to report genuine concerns / grievances
about illegal or unethical practices in the Company,
actual or suspected fraud or violation of the Company’s
Code or Policies. The Whistleblower Policy also
facilitates all employees of the Company report any
instances of leak of Unpublished Price Sensitive
information. The vigil mechanism is overseen by
the Audit Committee. It also provides adequate
safeguards against victimization of people who use
such a mechanism and allows direct access to the
Chairperson of the Audit Committee in exceptional
cases. During the year under review, there have been
no incidents reported to the Audit Committee under
this mechanism.

The Policy may be accessed on the Company’s
website at the link https://india.denora.com/investors/
shareholder-information.html

23. STATUTORY AUDITORS

M/s. Price Waterhouse Chartered Accountants LLP
(Firm Registration No. 012754N/N500016) were
appointed as the Statutory Auditor of the Company at
the 34^th Annual General Meeting held on September
12, 2023, to hold office for a term of five years from
the conclusion of said meeting till the conclusion of
the 39^th Annual General Meeting to be held in the year
2028.

The Auditors’ Report to the Members on the Financial
Statements for the financial year ended March 31,
2025, forms part of this Annual Report and does
not contain any qualification, reservation or adverse
remark.

24. SECRETARIAL AUDIT

In terms of the provisions of Section 204 of the Act
read with Rule 9 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Board had appointed Ms. Rakhee Malkarnekar,
Practicing Company Secretary (Membership No. ACS
56859 & COP No. 21439) as the Secretarial Auditor
for conducting the Secretarial Audit of the Company
for the Financial Year ended March 31,2025.

The Secretarial Audit Report for the Financial Year
ended March 31, 2025, forms part of this Annual
Report as ‘Annexure - V’. The Secretarial Audit
Report does not contain any qualification, reservation,
adverse remark or disclaimer.

25. ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24(A) of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations 2015, the
Independent Secretarial Auditor had undertaken an
audit for the Financial Year 2024-25 for the SEBI
compliances. The Annual Secretarial Compliance
Report has been submitted to the Stock Exchange
within 60 days of the end of the Financial Year.

26. COST AUDIT

During the year under review, in accordance with the
provisions of Section 148(1) of the Act, read with the
Companies (Cost Records and Audit) Rules, 2014,
your Company has maintained the accounts and cost
records, as specified by the Central Government.
However, in terms of the said Rules, the requirement
of cost audit is not applicable to the Company for the
financial year 2024-25.

27. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial
Standards issued by the Institute of Company
Secretaries of India and approved by the Central
Government under Section 118(10) of the Act.

28. CORPORATE GOVERNANCE

The Company has complied with the provisions
relating to corporate governance as provided under
the Listing Regulations. In compliance with Regulation
34 read with Schedule VI of the Listing Regulations, a
detailed report on Corporate Governance along with
the Auditor’s Certificate on its compliance forms part
of this Report as ‘Annexure -VI’.

29. PARTICULARS INVESTMENTS, LOANS AND
GUARANTEES

Particulars of investments made by the Company are
given in the Notes to Financial Statements for the year
ended March 31,2025, which forms part of this Annual

Report. During the year under review the Company
has not given any loans or guarantees under Section
186 of the Act.

30. HOLDING COMPANY

As on March 31,2025, the Promoter and the Holding
company i.e., Oronzio De Nora International B. V.
holds 28,49,500 equity shares representing 53.68% of
the total paid-up equity share capital of the Company.
There was no change in the shareholding of Oronzio
De Nora International B. V. in the Company during
the year. The Company continues to be a Subsidiary
Company of Oronzio De Nora International B. V.

31. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES AS PER COMPANIES
ACT, 2013

As of March 31, 2025, the Company does not have
any subsidiary, associate company or a joint venture.
During the year, no other company became or ceased
to be a Subsidiary / Associate / Joint Venture company
of the Company.

32. PUBLIC DEPOSITS

Your Company has not accepted any deposits from
public / Members falling under the ambit of Section 73
of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 during the year
under review.

33. INVESTOR EDUCATION AND PROTECTION FUND

Details pertaining to the unpaid/unclaimed dividend
and the shares transferred or due to be transferred
to the Investor Education and Protection Fund are
provided in the notes to the Notice of the Annual
General Meeting which forms part of this annual
report.

34. INDUSTRIAL RELATIONS

Relationship between the Management of the
Company and Worker’s Union continue to remain
cordial. The Management’s Discussion & Analysis
gives an overview of the developments in Human
Resources/Industrial Relations during the year.

35. COMPLIANCE WITH MATERNITY BENEFIT ACT
1961

The Company is in compliance with the provisions
relating to the Maternity Benefit Act 1961.

36. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

Your Company is committed to provide a safe and
respectable work environment to all its employees.
The Company has in place a policy on Prevention
of Sexual Harassment at workplace. In compliance
with the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013,
the Company has constituted an Internal Complaints
Committee (‘ICC’). The ICC is composed of internal
members and an external member who has extensive
experience in the field.

The following is reported pursuant to sub-clause 10(l)
of Clause C of Schedule V of the Listing Regulations:

a. No. of complaints of sexual harassment received/
filed during the year: Nil.

b. No. of complaints disposed off during the year:
Nil.

c. No. of Complaints pending for more than ninety
days: Nil

37. DETAILS OF NODAL OFFICER

The details of the Nodal Officer appointed by the
Company as on March 31,2025, under the provisions
of the IEPF are given below and the same was also
disseminated on the website of the Company viz.,
https://india.denora.com/.

Name of the Nodal Officer	Mr. Shrikant Pai
Phone No.	0832 6731152
Email ID	[e-mail]
Correspondence Address	De Nora India Limited Plot Nos. 184, 185 & 189, Kundaim Industrial Estate, Kundaim, Goa 403 115

38. OTHER DISCLOSURES

The Directors state that during the year under review:

a. There was no change in the nature of business of
the Company;

b. There are no significant material orders passed by
the Regulators or Courts or Tribunals impacting
the going concern status of the Company and its
future operations;

c. There are no material changes and commitments
affecting the financial position of the Company
which have occurred between the end of the
financial year March 31, 2025, and the date of
this Report;

d. The Company has not issued equity shares
with differential rights as to dividend, voting or
otherwise;

e. There was no revision in the financial statements
of the Company;

f. The Company has not issued any Sweat Equity
Shares or Bonus Shares;

g. No Employee Stock Option and Employee Stock
Purchase Schemes were launched;

h. There were no instances of frauds reported by
the Statutory Auditors or Secretarial Auditors
of the Company as specified under the second
proviso of Section 143(12) of the Act;

i. There is no application made or pending
proceeding under the Insolvency and Bankruptcy
Code, 2016;

j. The requirement to disclose the details of
difference between amount of the valuation
done at the time of onetime settlement and the
valuation done while taking loan from the Banks
or Financial Institutions along with the reasons
thereof, is not applicable.

39. ACKNOWLEDGEMENT

The Board of Directors take this opportunity to thank
the employees, customers, dealers, members,
suppliers, bankers, government authorities, stock
exchanges and all other business associates for their
consistent support and co-operation to the Company
during the year under review and look forward to their
support in future as well.

For and on behalf of the Board of Directors
De Nora India Limited

Supriya Banerji

Place: Kundaim, Goa Chairperson

Date: July 30, 2025 DIN: 05209284

---

Mar 31, 2024

Your Directors are pleased to present the 35^th (Thirty Fifth) Board’s Report on the business and operations of the Company together with the audited financial statements for the year ended March 31,2024.

1. FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year ended March 31,2024, is summarized below.

			('' in Lakhs)
	Particulars	FY 2023-24	FY 2022-23
		Audited	Audited
	Revenue from Operations	7,379.62	7,358.02
	Other Income	520.33	385.52
	Total	7,899.95	7,743.54
	Profit before Depreciation, Exceptional items and Tax Expense	2,637.05	2,852.17
	Less: Depreciation/ Amortization/ Impairment	114.58	136.87
	Profit before Exceptional items and Tax Expense	2,522.47	2,715.30
	Exceptional Items	-	-
	Profit/(Loss) before Taxation	2,522.47	2,715.30
	Less: Tax Expense (Current & Deferred)	621.73	687.70
	Net Profit	1,900.74	2,027.60
	Other Comprehensive Income/(Loss) (net of tax)	6.74	4.99
	Total Income for the year	1,907.48	2,032.59

Note: Previous year’s figures have been regrouped for comparison purposes with current year’s presentation wherever necessary.

2. OVERVIEW OF COMPANY OPERATIONS & PERFORMANCE

The Company is primarily a manufacturer of Electrolytic Products such as anodes, cathodes, electrochlorinators and Water Technology products and is managed organizationally as a single unit. The operations of the Company have been stable, but the management is focusing on improving the profitability in a sustainable manner.

Your Company reported a turnover of '' 7,379.62 lakhs for the year under review as compared to '' 7,358.02 lakhs in the previous year. The Company’s Profit from Operations for the year under review was '' 2,522.47 lakhs as compared to '' 2,715.30 lakhs in the previous year.

The Profit after tax for the year ended March 31,2024, was '' 1,900.74 lakhs as compared to '' 2,027.60 lakhs for the previous year ended March 31,2023.

3. DIVIDEND

The Board of Directors have recommended a dividend of '' 2 per equity share of '' 10 each (i.e., 20%) for the financial year ended March 31, 2024, subject to the approval of Members at the 35^th Annual General Meeting (‘AGM’).

4. TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves of the Company during the Financial year under review.

5. SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31,2024, was '' 530.86 lakhs comprising of 53,08,634 equity shares of '' 10 each. During the year under review there has been no change in the capital structure of the Company.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Change in Directorate

During the year, Mr. Satish Dhume (DIN: 00336564), tendered his resignation as the Independent Director of the Company, with effect from close of business hours on May 22, 2023, to devote more time towards personal commitments. The Board places on record its appreciation for the valuable contributions, assistance, and guidance provided by Mr. Satish Dhume to the Company.

Ms. Lalita Corriea Afonso (DIN: 07986827) was appointed as an Additional Director (Non-executive and Independent) of the Company with effect from July 5, 2023. Her appointment was approved by the members at the 34^th AGM of the Company held on September 12, 2023.

Ms. Supriya Banerji (DIN: 05209284) was reappointed as an Independent Director of the Company for second term of 5 years at the 34^th AGM of the Company held on September 12, 2023, and she holds office as an Independent Director of the Company upto September 25, 2028.

Re-appointment of Directors

In accordance with the provisions of Section 152 of Companies Act, 2013 Mr. Robert Scannell (DIN: 06818489), Non-executive, Non-Independent Director

of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

The tenure of Mr. Vinay Chopra as Managing Director of the Company will expire on July 15, 2025. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on August 12, 2024, approved the re-appointment and payment of remuneration to Mr. Vinay Chopra as Managing Director of the Company for a further period of 3 (Three) years with effect from July 16, 2025, subject to approval of Members at the ensuing AGM. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the Notice of this AGM.

The Board recommends the re-appointment of above Directors for your approval. Brief details of Directors proposed to be re-appointed as required under Regulation 36 of the SEBI Listing Regulations are provided in the Notice of the ensuing AGM.

Key Managerial Personnel (KMP)

Mr. Vinay Chopra, Managing Director, Mr. Deepak Nagvekar, Chief Financial Officer and Mr. Shrikant Pai, Company Secretary continued to be the Key Managerial Personnel of the Company in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on the date of this Report.

7. NUMBER OF BOARD MEETINGS

During the year under review, 5 (Five) meetings of the Board of Directors were held. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 as amended from time to time. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2023-24 are given in the Corporate Governance Report which forms part of this Board’s Report.

8. COMMITTEES OF THE BOARD

As on March 31, 2024, the Board has 4 (Four) Committees: Audit Committee, Nomination & Remuneration Committee, Stakeholder’s Relationship Committee and Corporate Social Responsibility Committee.

The details of composition, terms of reference, meetings held during the year of the Board and its Committees are provided in the Report on Corporate Governance. All recommendations made by the various committees during the year under review, have been accepted by the Board.

9. AUDIT COMMITTEE

The Audit Committee is duly constituted as per the provisions of the Act read with applicable Rules framed thereunder and the Listing Regulations. The details pertaining to the composition of the Audit Committee, number of meetings, terms of reference etc. are provided in the Corporate Governance Report, which forms part of this Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

10. RELATED PARTY TRANSACTIONS

All the transactions entered with Related Parties by the Company during the year under review were in the ordinary course of business and on ‘arm’s length’ basis. Details of all the transactions entered with related parties were placed before the Audit Committee and Board for approval. Prior omnibus approval of the Audit Committee and approval of the Board is obtained for the related party transactions which are repetitive in nature. The Audit Committee reviews all transactions entered into pursuant to the omnibus approval so granted on a quarterly basis.

During the year under review, your Company did not enter into any Material Related Party Transaction which requires prior approval of the Members of your Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC - 2 is not applicable to the Company for the financial year 2023-24, and hence does not form part of this report.

The details of all the Related Party Transactions as per the Accounting Standards have been disclosed in notes to the financial statements. There were no materially significant related party transactions made with the Promoters, Directors or Key Managerial Personnel which may have a potential conflict of interest with the Company at large.

In accordance with Regulation 23 of the Listing Regulations, the Company submits the details of related party transactions to the stock exchanges in the prescribed format within the stipulated time from the date of publication of its financial results on a halfyearly basis.

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, the Company has formulated a Policy on Materiality and dealing with Related Party Transactions which is also available on the website of the Company at https:// india.denora.com/company/shareholder-information. html.

11. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a. in the preparation of the annual accounts the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of Listing Regulations, the Directors’ comments on the operations, performance and future outlook of the Company is given in the Management’s Discussion and Analysis, appended to the Board’s Report as ‘Annexure - I’.

13. INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct. The Board of Directors of

the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. Based on the declarations received from Independent Directors and in the opinion of the Board, all the Independent Directors possess the requisite qualification, experience, expertise, integrity and proficiency required for appointment as Independent Director of the Company.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors’ Databank maintained with the Indian Institute of Corporate Affairs (‘IICA’) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. They are exempt from the requirement to undertake the online proficiency self-assessment test conducted by Indian Institute of Corporate Affairs (IICA).

14. BOARD PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and SEBI Listing regulations, the Board of Directors has carried out an annual evaluation of its own performance, directors individually and committees of the Board in accordance with the parameters for such evaluation formulated by the Nomination and Remuneration Committee. This exercise was carried out through a structured questionnaires which were circulated to the members of the Board and Committees soliciting their feedback.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on various aspects of the functioning of the Board. Evaluation of the Board was based on criteria such as Board’s understanding of its responsibilities, diversity and inclusiveness within the Board, strategic direction and guidance to the organisation, quality of Board discussion, Board communication and relationships etc.

Evaluation of Committees is based on criteria such as their effectiveness in carrying out their respective mandates, the frequency of meetings, time allocated for discussions during these meetings, Committee’s contribution and recommendation to the Board in the decision making process etc.

The Board evaluated the performance of individual directors based on parameters such as contribution of the Director to Board deliberations, attendance, ability to guide the Company in key matters, knowledge and understanding of significant developments etc. No Director participated in his / her own evaluation. Further, the performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria, independent judgement in Board deliberations and their independence from the Management.

The Independent Directors of your Company met on May 04, 2023, without the presence of NonIndependent / Executive Directors and Members of the Management. At this Meeting, the Independent Directors reviewed the performance of the NonIndependent Directors and the Board of Directors as a whole, reviewed the performance of the Chairman of your Board taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The outcome of the evaluation process was deliberated at the Board meeting and actionable areas are discussed and acted upon. Based on various evaluation criteria, the performance of the Board, various Board Committees, Chairman and Individual Directors (including Independent Directors) was found to be satisfactory. The Directors were satisfied with the Company’s standard of governance, its transparency, meeting practices and overall Board effectiveness.

15. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The remuneration paid to Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy of the Company formulated as per Section 178 of the Companies Act, 2013 and Regulation 19 read with Schedule II of the Listing Regulations. The details of remuneration to Directors during the year under review is given in the Corporate Governance Report which forms part of this report.

Information under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in a separate annexure to this report as ‘Annexure - II’.

During the year there were no employees who if employed throughout the financial year were in receipt of remuneration of '' 102 Lakhs or more per annum or if employed for part of financial year was in receipt of remuneration of '' 8.5 Lakhs or more per month. There were no employees who if employed throughout the financial year or part thereof, were in receipt of remuneration in the financial year which, in the aggregate, or as the case may be, at a rate which, in the aggregate was in excess of that drawn by the Managing Director and held by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

The statement containing particulars of top 10 employees under Section 197(12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the report and the accounts are being sent to the Members excluding the aforesaid annexure. The said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure are related to any Director of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

CSR Committee of the Board is duly constituted to formulate and recommend to the Board the CSR Policy indicating the Company’s CSR activities to be undertaken. Details of the role and functioning of the committee are given in the Corporate Governance Report which forms part of this Annual Report.

During the Financial Year ended March 31,2024, the Company has incurred CSR expenditure of '' 35.87 Lakhs. The brief outline of CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities, along with other details for Financial Year 2023-24 in the format prescribed under Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of Annual Report on Corporate Social Responsibility as ‘Annexure III’ to this Report.

The Corporate Social Responsibility Policy of the Company is available on the website of the Company at https://india.denora.com/investors/shareholder-information.html

17. NOMINATION AND REMUNERATION POLICY & BOARD MEMBERSHIP CRITERIA

Pursuant to provisions of Section 178 of the Act and SEBI Listing Regulations, the Company has formulated a Nomination & Remuneration Policy for the Directors, Key Managerial Personnel and the Senior Management Employees. The salient feature of this policy is to lay down the criteria for appointment of Director, Key Managerial and Senior Management positions in the Company and to ensure that level and composition of remuneration is reasonable and sufficient to attract, motivate and retain competitive executives. The Nomination and Remuneration Committee considers the qualification, experience, current trends in the industry, responsibilities shouldered by them, past performance, performance of the Company, the statutory provisions and other relevant factors while deciding on remuneration of Directors, Key Managerial and Senior Management Personnel.

The Nomination and Remuneration Committee works with the Board to determine the appropriate

characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience. The Nomination and remuneration Committee recommends to the Board the persons who may be appointed as Director of the Company, after evaluating the appointee against a range of criteria which include qualification, experience, independence, integrity, professional skills, ethical behaviour, sound business judgement, ability to participate constructively in deliberations to assist the Board in fulfilling its responsibilities and willingness to exercise authority in a collective manner. The details of skills, expertise and competencies identified by the Nomination and Remuneration Committee and the names of Directors who have such skills/ expertise/ competence are provided in detail in the Corporate Governance Report.

Details of the remuneration paid to the Board of Directors is provided in the Corporate Governance Report. During the year under review, no changes were made to the above policy. The Policy is available on the Company’s website at https://india.denora. com/investors/shareholder-information.html

18. INTERNAL FINANCIAL CONTROLS (‘IFC’)

The Internal Financial Controls adopted and followed by your Company are adequate with the scale and complexity of its operations and are operating effectively. These controls were tested by the Statutory as well as the Internal Auditors, during the Financial Year 2023-24 and no reportable material weaknesses or deficiency either in their design or operations were observed. The Audit Committee of the Board periodically reviews the adequacy and effectiveness of the Company’s internal control systems and monitors the implementation of the audit recommendations.

The Internal Financial Controls of the Company seeks to ensure, orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, compliance of all laws applicable to the Company, prevention and detection of frauds and errors and all transactions are authorized, recorded and reported appropriately.

19. ANNUAL RETURN

The Annual return of the Company as on March 31, 2024 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company viz https://india.denora.com/ investors/financial/annual-reports.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOConservation of Energy

De Nora Group aims to provide new solutions that can contribute to achieving the United Nations 2030 Agenda and, in particular, of the Sustainable Development Goals (SDGs). Sustainability at De Nora India Limited starts with the continuous improvement through several initiatives. The Company has always been conscious of the need for conservation of energy and has implemented ISO 50001: 2018 an energy management system. Though the manufacturing activities of the Company involve consumption of energy, it is not of major significance and no substantial investment was made for reduction of energy consumption. However, following efforts are initiated by the Company to conserve energy at best possible ways.

(i) The steps taken or impact on conservation of energy;

• Replacement of existing Sodium lights to LED''s

• Alternate energy source in form of Solar for External street lightings.

• Installation of APFC for power purity and power savings.

• Replacement of water-cooled package AC with Air cooled package AC.

• Replacement of Air compressor with new one, to improve energy efficiency.

• Installation of new Shot blasting machine with lower load capacity.

• TIG welding machines procured with lower energy load.

(ii) The steps taken by the company for utilising alternate sources of energy;

• Installation of Solar powered street lights in the factory outer premises.

The Company acknowledges that reducing the energy consumption of its operations is an ongoing continuous endeavour.

Research and Development (‘R&D’) & Technology absorption

The Company has an ongoing technical collaboration for Ion Exchange Membrane Electrolysers for chlor-alkali industry, electrochlorinators for water treatment and cathodic protection (anti corrosion) systems. The Company did not incur any expenditure on R&D during the year under review.

Foreign Exchange Earnings & Outgo

Foreign Exchange Earnings - '' 267.55 Lakhs Foreign Exchange Outgo - '' 2,649.88 Lakhs

21. RISK MANAGEMENT

The Company has in place a robust Risk Management framework to identify and evaluate the risks. The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s Audit Committee oversees risk management procedures and reviews the adequacy and effectiveness of the risk management framework in relation to the risks faced by the Company. This framework seeks to ensure that all risks that the organisation faces including strategic, financial, operational, market, legal, regulatory, people and other risks are identified, the impact is assessed based on severity and likelihood, the mitigation plans are then drawn up and these plans are effectively reviewed and implemented. The framework seeks to minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The senior management of your Company regularly reviews the risk management processes of your Company for effective risk management.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism as envisaged in the Companies Act, 2013 and the Listing Regulations through the Company’s Whistle Blower Policy to enable the Directors and employees of the Company to report genuine concerns / grievances about illegal or unethical practices in the Company, actual or suspected fraud or violation of the Company’s Code or Policies. Whistleblower Policy also facilitates all employees of the Company to report any instances of leak of Unpublished Price Sensitive information. The vigil mechanism is overseen by the Audit Committee. It also provides adequate safeguards against victimization of persons who use such mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. During the year under review, there have been no incidents reported to the Audit Committee under this mechanism.

The Policy may be accessed on the Company’s website at the link https://india.denora.com/investors/ shareholder-information.html

23. STATUTORY AUDITORS

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) were appointed as the Statutory Auditor of the Company at the 34^th Annual General Meeting held on September 12, 2023, to hold office for a term of five years from the conclusion of said meeting till the conclusion of 39^th Annual General Meeting to be held in the year 2028.

The Auditors’ Report to the Members on the Financial Statements for the financial year ended March 31, 2024, forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

24. SECRETARIAL AUDIT

In terms of the provisions of Section 204 of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Ms. Rakhee Malkarnekar, Practicing Company Secretary (Membership No. ACS 56859 & COP No. 21439) as the Secretarial Auditor for conducting the Secretarial Audit of the Company for the Financial Year ended March 31,2024.

The Secretarial Audit Report for the Financial Year ended March 31,2024 forms part of this Annual Report as ‘Annexure - IV’. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

25. ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Independent Secretarial Auditor had undertaken an audit for the Financial Year 2023-24 for the SEBI compliances. The Annual Secretarial Compliance Report has been submitted to the Stock Exchange within 60 days of the end of the Financial Year.

26. COST AUDIT

During the year under review, in accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, your Company has maintained the accounts and cost records, as specified by the Central Government. However, in terms of the said Rules, the requirement of cost audit is not applicable to the Company for the financial year 2023-24.

27. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

28. CORPORATE GOVERNANCE

The Company has complied with the provisions relating to corporate governance as provided under the Listing Regulations. In compliance with Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance along with the Auditor’s Certificate on its compliance forms part of this Report as ‘Annexure -V’.

29. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

Particulars of investments made by the Company are given in the Notes to Financial Statements for the year ended March 31,2024, which forms part of this Annual Report. During the year under review the Company has not given any loans or guarantees under Section 186 of the Act.

30. HOLDING COMPANY

As on March 31,2024, the Promoter and the Holding company i.e., Oronzio De Nora International B. V. holds 28,49,500 equity shares representing 53.68% of the total paid-up equity share capital of the Company. There was no change in the shareholding of Oronzio De Nora International B. V. in the Company during the year. The Company continues to be a Subsidiary Company of Oronzio De Nora International B. V.

31. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AS PER COMPANIES ACT, 2013

As of March 31, 2024, the Company does not have any subsidiary, associate company or a joint venture. During the year, no other company became or ceased to be a Subsidiary / Associate / Joint Venture company of the Company.

32. PUBLIC DEPOSITS

Your Company has not accepted any deposits from public / Members falling under the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

33. INVESTOR EDUCATION AND PROTECTION FUND

Details pertaining to the unpaid/unclaimed dividend and the shares transferred or due to be transferred to the Investor Education and Protection Fund are provided in the notes to the Notice of the AGM which forms part of this annual report.

34. INDUSTRIAL RELATIONS

Relationship between the Management of the Company and Worker’s Union continue to remain cordial. The Management’s Discussion & Analysis gives an overview of the developments in Human Resources/Industrial Relations during the year.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide a safe and respectable work environment to all its employees. The Company has in place a policy on Prevention of Sexual Harassment at workplace. In compliance with the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (‘ICC’). The ICC is composed of internal members and an external member who has extensive experience in the field.

The following is reported pursuant to sub-clause 10(l) of Clause C of Schedule V of the Listing Regulations:

a. Number of complaints of sexual harassment received/ filed during the year: Nil.

b. Number of complaints disposed off during the year: Nil.

c. Number of complaints pending as on end of financial year: Nil.

36. DETAILS OF NODAL OFFICER

The details of the Nodal Officer appointed by the Company under the provisions of the IEPF are given below and the same are disseminated on the website of the Company viz., https://india.denora.com

Name of the Nodal	Mr. Shrikant Pai - Company
Officer	Secretary
Phone No.	0832 6731151
Email ID	[e-mail]
Correspondence	De Nora India Limited
Address	Plot Nos. 184, 185 & 189,
	Kundaim Industrial Estate, Kundaim, Goa 403 115

37. OTHER DISCLOSURES

The Directors state that during the year under review:

a. There was no change in the nature of business of the Company;

b. There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations;

c. There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year March 31, 2024, and the date of this Report;

d. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

e. There was no revision in the financial statements of the Company;

f. The Company has not issued any Sweat Equity Shares or Bonus Shares;

g. No Employee Stock Option and Employee Stock Purchase Schemes were launched;

h. There were no instances of frauds reported by the Statutory Auditors or Secretarial Auditors of the Company as specified under the second proviso of Section 143(12) of the Act;

i. There is no application made or pending proceeding under the Insolvency and Bankruptcy Code, 2016;

j. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

38. ACKNOWLEDGEMENT

The Board of Directors take this opportunity to thank the employees, customers, dealers, members, suppliers, bankers, government authorities, stock exchanges and all other business associates for their consistent support and co-operation to the Company during the year under review and look forward to their support in future as well.

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Mar 31, 2023

Your Directors are pleased to present the 34^th (Thirty Fourth) Board''s Report on the business and operations of the Company together with the audited financial statements for the year ended March 31,2023.

1. FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year ended March 31,2023, is summarized below.

(? in Lakhs)

Particulars	FY 2022-23	FY 2021-22
	Audited	Audited
Revenue from Operations	7,358.02	7,416.65
Other Income	385.52	95.85
Total	7,743.54	7,512.50
Profit before Depreciation, Exceptional items and Tax Expense	2,852.17	2,362.72
Less: Depreciation/ Amortization/ Impairment	136.87	266.96
Profit before Exceptional items and Tax Expense	2,715.30	2,095.75
Exceptional Items	-	-
Profit/(Loss) before Taxation	2,715.30	2,095.75
Less: Tax Expense (Current & Deferred)	687.70	550.72
Net Profit	2,027.60	1,545.03
Other Comprehensive Income/ (Loss) (net of tax)	4.99	(1.43)
Total Income for the year	2,032.59	1,543.60

Note: Previous years figures have been regrouped for comparison purposes with current year’s presentation wherever necessary.

2. OVERVIEW OF COMPANY OPERATIONS & PERFORMANCE

The Company is primarily a manufacturer of Electrolytic Products such as anodes, cathodes, electrochlorinators and Water Technology products and is managed organizationally as a single unit. The operations of the Company have been stable, but the management is focusing on improving the profitability in a sustainable manner.

Your Company reported a turnover of '' 7,358.02 lakhs for the year under review as compared to '' 7,416.65 lakhs in the previous year. The Company''s Profit from Operations for the year under review was '' 2,715.30 lakhs as compared to '' 2,095.75 lakhs in the previous year.

The Profit after tax for the year ended March 31,2023, was '' 2,027.60 lakhs as compared to '' 1,545.03 lakhs for the previous year ended March 31,2022.

3. DIVIDEND

The Board of Directors have recommended a dividend of ? 2 per equity share of '' 10 each (i.e., 20%) for the financial year ended March 31, 2023, subject to the approval of Members at the 34^th Annual General Meeting (''AGM'').

4. TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves of the Company during the Financial year under review.

5. SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2023 was '' 530.86 lakhs comprising of 53,08,634 equity shares of '' 10 each. During the year under review there has been no change in the capital structure of the Company.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In terms of Section 152 of the Act, Mr. Robert Scannell (DIN:06818489) Non-Executive, Non-Independent Director, retired by rotation and was re-appointed by the Members at the 33^rd AGM held on September 28, 2022.

Director liable to retire by rotation and seeking reappointment at the ensuing AGM

In accordance with the provisions of Section 152 Act, Mr. Francesco L''Abbate, Non-executive, NonIndependent Director of the Company, retires by rotation at the 34^th AGM of the Company and being eligible has offered himself for re-appointment. A resolution seeking shareholders'' approval for his reappointment along with other required details forms part of the Notice. The Board has recommended his re-appointment at the forthcoming Annual General Meeting as Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

Re-appointment of Managing Director

Your Board in its Meeting held on April 5, 2022, on recommendation of the Nomination and Remuneration Committee and subject to the approval of the Shareholders, re-appointed Mr. Vinay Chopra (DIN: 06543610), as Managing Director of your Company for three years w.e.f. July 16, 2022, upto July 15,

2025. Further, the Shareholders of the Company have passed the necessary resolution for re-appointment of Mr. Vinay Chopra, as Managing Director for a term of 3 (three) years and the Remuneration payable to him through Postal Ballot by remote e-voting on May15, 2022.

Resignation of Director

Post the year end, Mr. Satish Dhume, Independent Director, resigned from the Board with effect from 22^nd May 2023. The Board, places on record its appreciation for the valuable guidance and contribution provided by Mr. Satish Dhume in the deliberations of the Board during his tenure as Independent Director.

Appointment/ Re-appointment of Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has appointed Ms. Lalita Correia Afonso (DIN: 07986827) as an Additional Director (NonExecutive and Independent Director) of the Company with effect from July 5, 2023, to hold office up to the date of ensuing Annual General Meeting.

Ms. Supriya Banerji is completing her first term of 5 (five) consecutive years as an Independent Director on Monday, September 25, 2023. The Board, based on the recommendation of Nomination and Remuneration Committee, approved her re-appointment as an Independent Director for second term of 5 (five) consecutive years with effect from September 26, 2023 till September 25, 2028, subject to approval of the Members of the Company in the ensuing Annual General Meeting of the Company.

The Company has received requisite notice from a member under Section 160 of the Companies Act, 2013, proposing the appointment of Ms. Lalita Correia Afonso and re-appointment of Ms. Supriya Banerji at the AGM. Brief resume and other details of the Director(s) being appointed/re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (LODR) Regulations, is separately disclosed in the Notice of the 34^th AGM.

Key Managerial Personnel (KMP)

Mr. Vinay Chopra, Managing Director, Mr. Deepak Nagvekar, Chief Financial Officer and Mr. Shrikant Pai, Company Secretary continued to be the Key Managerial Personnel of the Company in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on the date of this Report.

7. NUMBER OF BOARD MEETINGS

During the year under review, 5 (five) meetings of the Board of Directors were held. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 as amended from time to time. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2022-23 are given in the Corporate Governance Report which forms part of this Board''s Report.

8. COMMITTEES OF THE BOARD

As on 31^st March 2023, the Board has 4 (Four) Committees: Audit Committee, Nomination & Remuneration Committee, Stakeholder''s Relationship Committee and Corporate Social Responsibility Committee.

The details of composition, terms of reference, meetings held during the year of the Board and its Committees are provided in the Report on Corporate Governance. All recommendations made by the various committees during the year under review, have been accepted by the Board.

9. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a. in the preparation of the annual accounts the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. Based on the declarations received from Independent Directors and in the opinion of the Board, all the Independent Directors possess the requisite qualification, experience, expertise, integrity and proficiency required for appointment as Independent Director of the Company.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (‘MCA’) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. They are exempt from the requirement to undertake the online proficiency self-assessment test conducted by Indian Institute of Corporate Affairs (IICA).

11. BOARD PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and SEBI Listing regulations, the Board of Directors has carried out an annual evaluation of its own performance, directors individually and committees of the Board in accordance with the parameters for such evaluation formulated by the Nomination and Remuneration Committee. This exercise was carried out through a structured questionnaires which were circulated to the members of the Board and Committees soliciting their feedback.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on various aspects of the functioning of the Board. Evaluation of the Board was based on criteria such as Board''s understanding of its responsibilities, diversity and inclusiveness within the Board, strategic direction and guidance to the organisation, quality of Board discussion, Board communication and relationships etc.

Evaluation of Committees is based on criteria such as their effectiveness in carrying out their respective mandates, the frequency of meetings, time allocated for discussions during these meetings, Committee''s contribution and recommendation to the Board in the decision making process etc.

The Board evaluated the performance of individual directors based on parameters such as contribution of the director to Board deliberations, attendance, ability to guide the Company in key matters, knowledge and understanding of significant developments etc. No Director participated in his / her own evaluation. Further, the performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria, independent judgement in Board deliberations and their independence from the Management.

The Independent Directors of your Company met on April 5, 2022, without the presence of NonIndependent / Executive Directors and Members of the Management. At this Meeting, the Independent Directors reviewed the performance of the NonIndependent Directors and the Board of Directors as a whole, reviewed the performance of the Chairman of your Board taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The outcome of the evaluation process are deliberated at the Board meeting and actionable areas are discussed and acted upon. Based on various evaluation criteria, the performance of the Board, various Board Committees, Chairman and Individual Directors (including Independent Directors) was found to be satisfactory. The Directors were satisfied with the Company''s standard of governance, its transparency, meeting practices and overall Board effectiveness.

12. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of Listing Regulations, the Directors'' comments on the operations, performance and future outlook of the Company is given in the Management''s Discussion and Analysis, appended to the Board''s Report as ‘Annexure - I''.

13. AUDIT COMMITTEE

The Audit Committee is duly constituted as per the provisions of the Act read with applicable Rules framed thereunder and the Listing Regulations. The details pertaining to the composition of the Audit Committee, number of meetings, terms of reference etc. are provided in the Corporate Governance Report, which forms part of this Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

14. RELATED PARTY TRANSACTIONS

All the transactions entered with Related Parties by the Company during the year under review were in the ordinary course of business and on ''arm''s length'' basis. All the transactions with related parties are placed before the Audit Committee and Board for approval. Prior omnibus approval of the Audit Committee and approval of the Board is obtained for the related party transactions which are repetitive in nature. The Audit Committee reviews all transactions entered into pursuant to the omnibus approval so granted on a quarterly basis.

During the year under review, the Company had obtained approval of Members through Postal Ballot for entering into Material Related Party Transactions with De Nora Italy S.r.l., Italy, upto a maximum aggregate value of '' 4,000 Lakhs during the financial year 202223. Form aOc-2, pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is set out in the ''Annexure- II’ to this report. Disclosure on related party transactions as per IND AS-24 have been provided in notes to accounts annexed to the financial statements.

The Company in terms of Regulation 23 of the Listing Regulations, submits within the stipulated time from the date of publication of its financial results for the half year, disclosures of related party transactions, in the format specified to the stock exchanges.

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, the Company has formulated a Policy on Materiality and dealing with Related Party Transactions which is also available on the website of the Company at https:// india.denora.com/company/shareholder-information. html.

15. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The remuneration paid to Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy of the Company formulated as per Section 178 of the Companies Act, 2013 and Regulation 19 read with Schedule II of the Listing Regulations. The details of remuneration to Directors during the year under review is given in the Corporate Governance Report which forms part of this report.

Information under Section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in a separate annexure to this report as ‘Annexure - III’.

During the year there were no employees who if employed throughout the financial year were in receipt of remuneration of '' 102 Lakhs or more per annum or if employed for part of financial year was in receipt of remuneration of '' 8.5 Lakhs or more per month. There were no employees who if employed throughout the financial year or part thereof, were in receipt of remuneration in the financial year which, in the aggregate, or as the case may be, at a rate which, in the aggregate was in excess of that drawn by the Managing Director and held by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

The statement containing particulars of top 10 employees under Section 197(12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the report and the accounts are being sent to the Members excluding the aforesaid annexure. The said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure are related to any Director of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

CSR Committee of the Board is duly constituted to formulate and recommend to the Board the CSR Policy indicating the Company''s CSR activities to be undertaken. Details of the role and functioning of the committee are given in the Corporate Governance Report which forms part of this Annual Report.

During the Financial Year ended 31^st March 2023, the Company has incurred CSR expenditure of '' 25.88 Lakhs. The Corporate Social Responsibility Policy of the Company is available on the website of the Company at https://india.denora.com/investors/ shareholder-information.html

The brief outline of CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities, along with other details for Financial Year 2022-23 in the format prescribed under Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of Annual Report on Corporate Social Responsibility as ''Annexure IV’ to this Report.

17. NOMINATION AND REMUNERATION POLICY & BOARD MEMBERSHIP CRITERIA

Pursuant to provisions of Section 178 of the Act and SEBI Listing Regulations, the Company has formulated a Nomination & Remuneration Policy for the Directors, Key Managerial Personnel and the Senior Management Employees. The salient feature of this policy is to lay down the criteria for appointment

of Director, Key Managerial and Senior Management positions in the Company and to ensure that level and composition of remuneration is reasonable and sufficient to attract, motivate and retain competitive executives. The Nomination and Remuneration Committee considers the qualification, experience, current trends in the industry, responsibilities shouldered by them, past performance, performance of the Company, the statutory provisions and other relevant factors while deciding on remuneration of Directors, Key Managerial and Senior Management Personnel.

The Nomination and remuneration Committee recommends to the Board the persons who may be appointed as Director of the Company, after evaluating the appointee against a range of criteria which include qualification, experience, independence, integrity, professional skills, ethical behaviour, sound business judgement, ability to participate constructively in deliberations to assist the Board in fulfilling its responsibilities and willingness to exercise authority in a collective manner. The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience. The details of skills, expertise and competencies identified by the Nomination and Remuneration Committee and the names of Directors who have such skills/ expertise/ competence are provided in detail in the Corporate Governance Report.

Details of the remuneration paid to the Board of Directors is provided in the Corporate Governance Report. During the year under review, no changes were made to the above policy.

The Policy is available on the Company''s website at https://india.denora.com/investors/shareholder-information.html

18. INTERNAL FINANCIAL CONTROLS (‘IFC’)

The Internal Financial Controls adopted and followed by your Company are adequate with the scale and complexity of its operations and are operating effectively. These controls were tested by the Statutory as well as the Internal Auditors, during the Financial Year 2022-23 and no reportable material weaknesses or deficiency either in their design or operations were observed. The Audit Committee of the Board periodically reviews the adequacy and effectiveness of the Company''s internal control systems and monitors the implementation of the audit recommendations.

The Internal Financial Controls of the Company seeks to ensure, orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, compliance of all laws applicable to the Company, prevention and detection of frauds and errors and all transactions are authorized, recorded and reported appropriately.

19. ANNUAL RETURN

The Annual return of the Company as on 31^st March 2023 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company viz. https://india.denora.com/ investors/financial/annual-reports.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

As De Nora Group aims to provide new solutions that can contribute to achieving the United Nations 2030 Agenda and, in particular, of the Sustainable Development Goals (SDGs). Sustainability at De Nora India Limited starts with the continuous improvement through several initiatives. The Company has always been conscious of the need for conservation of energy and has implemented ISO 50001: 2018 an energy management system. Though the manufacturing activities of the company involve consumption of energy, it is not of major significance and no substantial investment was made for reduction of energy consumption. However, following efforts are initiated by the company to conserve energy at best possible ways.

1. Installation of LED lighting systems at head office with appropriate lux at working desk

2. Installation of PIR sensors at stores warehouse and at plants washroom for efficient use of energy

3. Duct A.C diffusers changed, and all leakages arrested for optimum cooling and low energy utilization.

4. Revamping/ upgradation/modification of equipment/ machine in plant for power optimization

The Company acknowledges that reducing the energy consumption of its operations is an ongoing continuous endeavour.

Research and Development (‘R&D’) & Technology absorption

The Company has an ongoing technical collaboration for Ion Exchange Membrane Electrolysers for chlor-alkali industry, electrochlorinators for water treatment and cathodic protection (anti corrosion) systems. The Company did not incur any expenditure on R&D during the year under review.

Foreign Exchange Earnings & Outgo

Foreign Exchange Earnings - '' 1,035.90 Lakhs Foreign Exchange Outgo - '' 3,340.19 Lakhs

21. RISK MANAGEMENT

The Company has in place a robust Risk Management framework to identify and evaluate the risks. The Company''s Board of Directors has the overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company''s Audit Committee oversees risk management procedures and reviews the adequacy and effectiveness of the risk management framework in relation to the risks faced by the Company. This framework seeks to ensure that all risks that the organisation faces including strategic, financial, operational, market, legal, regulatory, people and other risks are identified, the impact is assessed based on severity and likelihood, the mitigation plans are then drawn up and these plans are effectively reviewed and implemented. The framework seeks to minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The senior management of your Company regularly reviews the risk management processes of your Company for effective risk management.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism as envisaged in the Companies Act, 2013 and the Listing Regulations through the Company''s Whistle Blower Policy to enable the Directors and employees of the Company to report genuine concerns / grievances about illegal or unethical practices in the Company, actual or suspected fraud or violation of the Company''s Code or Policies. Whistleblower Policy also facilitates all employees of the Company to report any instances of leak of Unpublished Price Sensitive information. The vigil mechanism is overseen by the Audit Committee. It also provides adequate safeguards against victimization of persons who use such mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. During the year under review, there has been no incidence reported to the Audit Committee under the aforesaid mechanism.

The Policy may be accessed on the Company''s website at the link https://india.denora.com/investors/ shareholder-information.html

23. STATUTORY AUDITORS

M/s. MSKA & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W) were appointed as the Statutory Auditor of the Company at the 29^th Annual General Meeting held on September 26, 2018, to hold office for a term of five years from the conclusion of said meeting till the conclusion of 34^th Annual General Meeting to be held in the year 2023. Accordingly, M/s. MSKA & Associates will be completing their term of five years at the conclusion of forthcoming Annual General Meeting.

Your Board is proposing to appoint M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016), as the Statutory Auditors for a term of 5 years commencing from the conclusion of the 34^th Annual General Meeting till the conclusion of the 39^th Annual General Meeting to be held in the year 2028.

M/s. Price Waterhouse Chartered Accountants LLP have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits mentioned under Section 141(3) (g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

As required under the provisions of Section 139(1) and 141 of the Companies Act, 2013 read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a certificate from them to the effect that they are eligible to act as Statutory Auditor of the Company.

The Audit Committee and the Board of Directors recommends the appointment of M/s. Price Waterhouse Chartered Accountants LLP as Statutory Auditors of your Company from the conclusion of the ensuing 34^th Annual General Meeting till the conclusion of the 39^th Annual General Meeting to be held in the year 2028.

The Auditors'' Report to the Members on the Financial Statements for the year ended March 31,2023, forms part of the annual report and does not contain any qualification / reservations or adverse comments.

24. SECRETARIAL AUDIT

In terms of the provisions of Section 204 of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Ms. Rakhee Malkarnekar, Practicing Company Secretary (Membership No. ACS 56859 & COP No. 21439) as the Secretarial Auditor for conducting the Secretarial Audit of the Company for the Financial Year ended March 31, 2023 due to the casual vacancy caused by the sudden demise of Mr. Sadashiv Shet, Practicing Company Secretary.

The Secretarial Audit Report for the Financial Year ended 31^st March 2023 forms part of this Annual Report as ‘Annexure - V’. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

25. ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24 (A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Independent Secretarial Auditor had undertaken an audit for the Financial Year 2022-23 for the SEBI compliances. The Annual Secretarial Compliance Report has been submitted to the Stock Exchange within 60 days of the end of the Financial Year.

26. COST AUDIT

The maintenance of cost records is not applicable to the Company as per the Companies (Cost Records and Audit) Rules, 2014, prescribed by the Central Government under Section 148(1) of the Companies Act, 2013.

27. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

28. CORPORATE GOVERNANCE

The Company has complied with the provisions relating to corporate governance as provided under the Listing Regulations. In compliance with Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance along with the Auditor''s Certificate on its compliance forms part of this Report as ‘Annexure -VI’.

29. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

Particulars of investments made by the Company are given in the Notes to Financial Statements for the year ended March 31,2023 which forms part of this Annual Report. During the year under review the Company has not given any loans or guarantees under Section 186 of the Act.

30. HOLDING COMPANY

As on March 31, 2023, the Promoter and the Holding company i.e., Oronzio De Nora International B. V. holds 28,49,500 equity shares representing 53.68% of the total paid-up equity share capital of the Company. There was no change in the shareholding of Oronzio De Nora International B. V. in the Company during the year. The Company continues to be a Subsidiary Company of Oronzio De Nora International B. V.

31. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AS PER COMPANIES ACT, 2013

As of March 31, 2023, the Company does not have any subsidiary, associate company or a joint venture. During the year, no other company became or ceased to be a Subsidiary / Associate / Joint Venture company of the Company.

32. PUBLIC DEPOSITS

Your Company has not accepted any deposits from public / Members falling under the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

33. INVESTOR EDUCATION AND PROTECTION FUND

Details pertaining to the unpaid/unclaimed dividend and the shares transferred or due to be transferred to the Investor Education and Protection Fund are provided in the notes to the Notice of the Annual General Meeting which forms part of this annual report.

34. INDUSTRIAL RELATIONS

Relationship between the Management of the Company and Worker''s Union continue to remain cordial. The Management''s Discussion & Analysis gives an overview of the developments in Human Resources/Industrial Relations during the year.

35. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide a safe and respectable work environment to all its employees. The Company has in place a policy on Prevention of Sexual Harassment at workplace. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (''ICC''). The ICC is composed of internal members and an external member who has extensive experience in the field.

The following is reported pursuant to sub-clause 10(l) of Clause C of Schedule V of the Listing Regulations:

a. Number of complaints of sexual harassment received/ filed during the year: Nil

b. Number of complaints disposed off during the year: Nil

c. Number of complaints pending as on end of financial year: Nil

36. DETAILS OF NODAL OFFICER

The details of the Nodal Officer appointed by the Company under the provisions of the IEPF are given below and the same are disseminated on the website of the Company viz., india.denora.com.

Name of the Nodal Officer	Mr. Shrikant Pai - Company Secretary
Phone No.	0832 6731151
Email ID	[e-mail]
Correspondence Address	De Nora India Limited Plot Nos. 184, 185 & 189, Kundaim Industrial Estate, Kundaim, Goa 403 115

37. OTHER DISCLOSURES

The Directors state that during the year under review:

a. There was no change in the nature of business of the Company;

b. There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations;

c. There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year March 31,2023 and the date of this Report;

d. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

e. There was no revision in the financial statements of the Company;

f. The Company has not issued any Sweat Equity Shares or Bonus Shares;

g. No Employee Stock Option and Employee Stock Purchase Schemes were launched;

h. There were no instances of frauds reported by the Statutory Auditors or Secretarial Auditors of the Company as specified under the second proviso of Section 143(12) of the Act;

i. There is no application made or pending proceeding under the Insolvency and Bankruptcy Codes, 2016;

j. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

38. ACKNOWLEDGEMENT

The Board of Directors take this opportunity to thank the employees, customers, dealers, members, suppliers, bankers, government authorities, stock exchanges and all other business associates for their consistent support and co-operation to the Company during the year under review and look forward to their support in future as well.

For and on behalf of the Board of Directors De Nora India Limited

Vinay Chopra Purushottam S. Mantri

Managing Director Director

DIN: 06543610 DIN: 06785989

Place: Kundaim, Goa Date: July 28, 2023

---

Mar 31, 2018

The Directors hereby present their report on the business and operations of the Company and the financial accounts for the year ended 31^st March, 2018.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	Financial Year ended on March 31, 2018	Financial Year ended on March 31, 2017
	Audited	Audited
Revenue from Operations	2725.59	2756.47
Other Income	325.93	331.11
Total	3051.52	3087.58
Profit/(Loss) before Exceptional Items and Taxation	307.35	444.46
Exceptional Items	-	-
Profit/(Loss) before Taxation	307.35	444.46
Provision for Taxation	138.32	146.43
Net Profit	169.03	298.03
Other Comprehensive Income/(Loss) (net of tax)	3.99	(4.07)
Total Comprehensive Income	173.02	293.95

Your Company has prepared the Financial Statements for the financial year ended March 31, 2018 under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and has recast the Financial Statements relating to the previous financial year ended March 31,2017 to make them comparable.

2. OVERVIEW OF COMPANY PERFORMANCE

The financial statements for the year ended 31^st March, 2018 are the first, your Company has prepared under Ind AS (Indian Accounting Standards). The financial statements for the year ended 31^st March, 2017 have been restated in accordance with Ind AS for comparative information.

Your Company’s business falls within a single business segment i.e. Electrolytic Products. Your Company manufactures a wide range of products in this segment such as anodes, cathodes, electrochlorinators etc.

During the year under review, your Company reported a marginal top line decline over the previous year. The gross revenue from operations stood at Rs. 2725.59 lakhs compared with Rs. 2756.47 lakhs in the previous year representing a static trend. Your Company registered a net profit of Rs. 169.03 Lakhs for the financial year under review as compared to Rs. 298.03 Lakhs of previous year recording a decline of 43% on account of various grounds such as dynamic regulatory changes which further enhanced administrative costs, challenging business environment, marked increase in raw material cost and scarcity of noble metals which resulted in erosion of margins etc. Your Company continues to focus on judicious management of its working capital and has initiated cost cutting and other remedial measures to arrest this decline.

3. DIVIDEND

Your Directors recommend dividend for approval of the Members on Equity shares @ 10% (i.e. Rs. 1 per equity share of Rs. 10/- each) for the financial year ended 31^st March, 2018 payable to those Members whose names appear in the Register of Members as on the Book Closure Date. The dividend, if approved by the Members at the Annual General Meeting (“AGM”), will result in a cash outflow of Rs. 53.08 lakhs excluding the corporate dividend distribution tax, as applicable.

4. RESERVES

Under the Companies Act, 2013, there is no requirement to transfer any sum to General Reserve in relation to the payment of dividend. Accordingly, the entire undistributed Profit after Tax is carried forward in the Profit and Loss Account.

5. SHARE CAPITAL

The paid-up equity share capital of your Company as on March 31, 2018 was Rs. 530.86 lakhs comprising of 53,08,634 shares of Rs. 10 each. During the year under review there has been no change in the capital structure of your Company.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Board has constituted a Corporate Social Responsibility (CSR) Committee of the Board under the Chairmanship of an Independent Director. A dedicated CSR team undertakes and monitors all CSR projects of your Company under the guidance and supervision of the CSR Committee and the Board. During the year under review, as part of its CSR activities, your Company focused on promotion of education and employment enhancing skills training initiatives by sponsoring vocational courses for underprivileged girls. Your Company also distributed water purifiers to various schools in the vicinity of the Company in alignment of its core CSR area of making available safe drinking water. Further, your Company also supported and contributed towards the educational needs of the differently abled children.

A brief outline of the Corporate Social Responsibility (‘’CSR’’) Policy of your Company and the initiatives undertaken by your Company on CSR activities during the year are set out in ‘Annexure I’ of this report in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the website of your Company at the link www.denoraindia.com/Company/Investors/ ShareholderInformation/Policies&Codes.

7. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

Your Company is committed to good corporate governance practices and lays strong emphasis on transparency, accountability and integrity in its conduct of business. In terms of Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with Compliance Certificate issued by a Practicing Company Secretary is attached as ‘Annexure II’.

Further, the Management Discussion and Analysis Report on the operations of the Company as stipulated under the Listing Regulations is also appended to the Board’s Report as ‘Annexure III’.

8. DIRECTORS

a. Changes in the composition of the Board of Directors (''Board'')

During the year under review, Mr. Angelo Ferrari, Non-Executive Director (DIN: 00436116), who retired by rotation at the 28^th AGM, was re-appointed as a Director of the Company. However, due to personal commitments, he resigned from the Board with effect from 15^th January, 2018. Your Board of Directors places on record their appreciation of the valuable advice and guidance given by Mr. Ferrari while he was a Director of your Company.

Your Board has appointed Mr. Francesco L’Abbate as Non-Executive Director with effect from 29^th January, 2018 in the casual vacancy caused by the resignation of Mr. Angelo Ferrari.

Further, the appointment of Ms. Supriya Banerji, as a Non-Executive Director (DIN: 05209284) in casual vacancy, which was caused by the resignation of Mr. Krishan Khanna is due to conclude at the forthcoming AGM. Pursuant to the recommendation of the Nomination & Remuneration Committee and based on the report of performance evaluation, the Board at its meeting held on August 06, 2018 decided to place the proposal for appointment of Ms. Supriya Banerji as an Independent Director for a term of 5 years from September 26, 2018 to September 25, 2023, for approval of the members at the 29^th AGM. Accordingly, necessary resolution is being placed for approval of the Members at the 29^th AGM of the Company.

Further, in accordance with the provisions of the Companies Act, 2013 and the Rules made thereunder and the Articles of Association of the Company, Mr. Robert Scannell (DIN: 06818489) Non-Executive Director, retires by rotation at the ensuing AGM of the Company and being eligible, offers himself for reappointment.

The Members may note that consequent to the changes made in the Companies Act, 2013 by the Ministry of Corporate Affairs (MCA) vide Companies (Amendment) Act, 2017 which came into effect from 9^th February, 2018, any appointment of a Director in casual vacancy by the Board of Directors shall be subsequently approved by the Members in the immediate next general meeting. Accordingly, the appointment of Mr. Francesco L’Abbate as a Non-Executive Director in casual vacancy caused by the resignation of Mr. Angelo Ferrari is proposed for approval of the Members at the ensuing AGM. Brief Profile and other information of Mr. Robert Scannell, Ms. Supriya Banerji and Mr. Francesco L’Abbate as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 is given in the Notice of the AGM of the Company which forms part of the Annual Report.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164(2) of the Companies Act, 2013.

b. Committees of the Board

Your Board of Directors have constituted the following committees to effectively cater its duties towards the diversified role under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: -

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholder’s Relationship Committee

iv. Corporate Social Responsibility Committee

The composition, terms of reference, number of meetings held and business transacted by the Committees is given in the Corporate Governance Report.

c. Board Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has devised a policy on evaluation of the performance of the Board of Directors, Committees and individual Directors. Accordingly, your Board had carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Board Committees. A structured performance evaluation was done after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, effectiveness of Board processes, execution and performance of specific duties, obligations and governance.

The performance of individual Directors was evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company, relationship with peers and Company Management etc. A separate exercise was carried out to evaluate the performance of the various Committees of the Board based on criteria such as the composition of the Committees, the Committee mandates, the effectiveness of the discussions at the Committee meetings etc.

The performance evaluation of the Independent Directors was also carried out by the entire Board considering the time devoted and attention given to professional obligations for independent decision making and acting in the best interest of the Company, strategic guidance to the Company etc. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors.

The outcome of the evaluation process was discussed and deliberated at the next Board meeting. Your Board of Directors also expressed their satisfaction towards the process followed by the Company for evaluating the performance of the Directors, Board and its Committees.

d. Board Meetings

During the financial year, five meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report of the Company, which forms a part of the Board’s Report.

9. DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

- in the preparation of the annual financial statements for the year ended 31 ^st March, 2018, the applicable accounting standards have been followed and that there are no material departures;

- Your Directors have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

- Your Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- Your Directors have prepared the annual accounts on a going concern basis;

- Your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

- Your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and were operating effectively.

10. AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this Report. Recommendations made by the Audit Committee are generally accepted by your Board.

11. REMUNERATION POLICY

Your Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for identification, selection, appointment and remuneration of Directors, Key Managerial Personnel & Senior Management Employees. The policy provides for the criteria for appointment and remuneration of the Directors, KMPs and Senior Management Employees of your Company. For the purpose of selection of any Directors and Key Managerial Personnel, the Nomination & Remuneration Committee identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. In respect of the appointment of the Senior Management Employees the N&RC is guided by the provisions of the Nomination and Remuneration Policy alongwith the Company procedures. In compliance with the provisions of Section 178 of the Companies Act, 2013, the Nomination cum Remuneration Policy of the Company is placed on the website of the Company and the link to the same is as follows: www.denoraindia. com/Company/Investors/ShareholderInformation/ Policies&Codes.

Details of the remuneration paid to the Board of Directors are provided in the Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

12. RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2018, all transactions with the Related Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in the ‘ordinary course of business’ and ‘at arm’s length’ basis. Your Company did not enter into any Related Party Transactions during the year under review, which require prior approval of the Members or which were materially significant having any potential conflict with the interest of the Company. Accordingly, the disclosure of related party transactions, as required under Section 134(3) (h)of the Act, in Form AOC 2 is not applicableto your Company. All Related Party Transactions of your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations.

Further, Audit Committee and the Board have also reviewed all the Related Party Transactions on a quarterly basis. The necessary disclosures required under Ind AS 24 have been made in Note No. 29 of the Notes to the Financial Statements for the year ended March 31, 2018.

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the Company has formulated a Policy on Related Party Transactions which can be accessed on the Company’s website at www.denoraindia.com/Company/Investors/ShareholderInformation/Policies&Codes.

13. PARTICULARS OF REMUNERATION OF DIRECTORS, KMP’s AND EMPLOYEES

Disclosure with respect to the remuneration of Directors and Employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as ‘Annexure IV’ which forms part of this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is not provided since there were no employees who were drawing remuneration more than '' 8.5 lakhs per month during whole or part of the financial year under review.

14. SECRETARIAL AUDIT

Your Board of Directors have appointed Mr. Sadashiv V. Shet, Practising Company Secretary as the Secretarial Auditor of the Company under Section 204 of the Companies Act, 2013, and rules made thereunder, for conducting the Secretarial Audit for the financial year 2017-18 and to submit Secretarial Audit Report in Form No. MR-3. The said report does not contain any adverse remark, qualification or reservation which requires any explanation/comments by the Board and is annexed as ‘Annexure V’ which forms part of this Report.

15. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES

The particulars of investment, loans/advances and guarantees under Section 186 of the Companies Act, 2013 for the financial year are given in the notes to Financial Statements, which forms part of this Annual Report. Your Company has not given any guarantee or provided any security during the year under review.

16. WHISTLE BLOWER POLICY/VIGIL MECHANISM

Your Company has formulated a Vigil Mechanism/ Whistle Blower Policy with a view to providing a mechanism for employees to report violations and assure them of the process that will be followed to address the reported violation. The Policy also lays down the procedures to be followed by Senior Management for tracking of complaints, giving feedback, conducting investigations and taking disciplinary actions. No personnel have been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy of the Company is available on the website of the Company and can be accessed at the web link: www.denoraindia.com/Company/ Investors/ShareholderInformation/Policies&Codes. The provisions of this policy are in line with the provisions of Section 177 (9) of the Companies Act , 2013 and Regulation 22 of the SEBI (LoDR) Regulations, 2015. During the year under review, there has been no incidence reported which requires action by the Audit Committee.

17. ADEQUACY OF INTERNAL FINANCIAL CONTROLS (‘IFC’)

Your Company has an Internal Financial Control System commensurate with the nature of its business and size and complexity of its operations. The main aim of the IFC is to ensure that all the assets of the Company are safeguarded and protected, proper prevention and detection of frauds and errors and all transactions are authorized, recorded and reported appropriately. These controls are routinely tested and certified by the Statutory as well as the Internal Auditors. Significant audit observations and follow up actions thereon if any, are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Company’s internal control systems and monitors the implementation of the audit recommendations.

During the year, the internal auditors had been engaged for aiding in reviewing and testing the IFC framework. As required under Section 143 of the Companies Act, 2013, the Statutory Auditors have evaluated and expressed an opinion on the Company’s IFC over financial reporting based on an audit. In their opinion, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018.

Your Board has also implemented systems to ensure compliance of all applicable laws, these systems were effective and operative. At regular intervals, the Management places before the Board a certificate certifying compliance of laws and regulations as applicable to the business and operations of the Company after obtaining confirmation from all functional heads responsible for compliance of such applicable laws and regulations.

18. STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. B S R & Associates LLP, Chartered Accountants, Mumbai (ICAI Firm Registration No. 116231W/W-100024), the Auditors of your Company shall hold office till the conclusion of the ensuing AGM and they shall not be eligible for re-appointment due to expiry of the maximum permissible tenure as the Auditors of your Company. Your Board places on record its deep appreciation for the valuable contributions of the Auditors during their long association with the Company and wishes them success in the future.

Based on the recommendation of the Audit Committee, your Board at its meeting held on August 6, 2018 appointed M/s. MSKA & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W), as the Auditors of the Company, in place of the retiring auditors B S R & Associates LLP, Chartered Accountants for a period of 5 years, to hold office from the conclusion of the ensuing 29^th AGM until conclusion of the 34^th AGM of your Company to be held in the year 2023, subject to approval of the Members of the Company at the ensuing AGM. The first year of audit for M/s. MSKA & Associates, will be of the financial statements for the financial year ended 31^st March, 2019.

M/s. MSKA & Associates, Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditor in terms of the provisions of Section 139 and Section 141 of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as prescribed under the provisions of Regulation 33 of the Listing Regulations. The proposal for their appointment has been included in the Notice convening the 29^th AGM for obtaining approval of the Members of the Company.

During the year, no frauds have been reported by the auditors under sub-section (12) of Section 143 of the Companies Act, 2013 either to Audit Committee of the Company or to the Central Government. The Statutory Auditor’s Report does not contain any qualifications, reservations or adverse remarks on the financial statements of the Company.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

The Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end. Though the manufacturing activities of the Company involve consumption of energy, it is not of major significance and no additional investment is required to be made for reduction of energy consumption. However, efforts would be initiated by the Company to conserve energy in the best possible way in the future.

Research and Development (‘R&D’) & Technology absorption

The Company has an ongoing technical collaboration for Ion Exchange Membrane Electrolysers for chlor-alkali industry, electrochlorinators for water treatment and cathodic protection (anti corrosion) systems. These agreements are performed through Industrie De Nora S.p.A. The Company did not incur any expenditure on R&D during the year under review.

Foreign Exchange Earnings & Outgo

Foreign Exchange Earnings - Rs. 238.86 Lakhs

Foreign Exchange Outgo - Rs. 1158.64 Lakhs

20. SUBSIDIARY COMPANIES

Your Company does not have any subsidiary, associate company or a joint venture.

21. SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

In the selection of Directors on the Board, your Company is guided by the provisions of the Companies Act, 2013 and the Listing Regulations. Your Company has also framed a Policy on Board Diversity and Board Recruitment and Succession Policy which lays down broadly the criteria for membership to the Board. The Nomination and Remuneration Policy also governs the identification, selection and appointment of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company.

Accordingly, your Board, on the recommendations of the Nomination and Remuneration Committee, appoints Director(s) of the Company based on his/ her eligibility, experience and qualifications and such appointment is approved by the Members of the Company at the General Meetings. Some of the aspects considered while appointing or reappointing a Director on the Board are skills and experience, age, conflict of interests, directorships in other Companies, independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner, outcome of the performance evaluation of Directors eligible for reappointment etc.

22. RISK MANAGEMENT

Your Company believes that periodical review of various risks associated with the business and operations is vital to proactively manage uncertainty and changes in the internal and external environment.

It has therefore institutionalized a strong risk management framework to identify, monitor, minimize and report risks. It has laid down robust and credible procedures to inform the Board members about the risk assessment and risk minimization measures.

The assessment of the risks covers business risks, operational risks, physical risks, regulatory risks, fraud risks, people risk, information risk, Information Technology risks and other risks which are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the Senior Management on a yearly basis. The Audit Committee of the Board of Directors of the Company assists the Board in overseeing that all the risks that the organization faces have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

23. COMPLAINTS RELATING SEXUAL HARASSMENT

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. During the year under review, no complaints were reported to the Board.

24. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return as on March 31, 2018 in the prescribed Form No. MGT - 9 is appended as ‘Annexure VI’ to this report.

25. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Companies Act, 2013;

b. No change in the nature of business of your Company during the financial year ended 31^st March, 2018.

c. No change in Key Managerial Personnel during the year;

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations;

e. No material changes and commitments occurred during April 1, 2017 till the date of this Report which would affect the financial position of your Company;

f. No issue of any equity shares with differential rights as to dividend, voting or otherwise;

g. No of Sweat Equity Shares or Bonus Shares during the year under review;

h. No Employee Stock Option and Employee Stock Purchase Schemes were launched during the year under review

26. ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to all of your Company’s employees for their enormous personal efforts as well as their collective contribution to your Company’s performance. Your Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, employee unions, regulatory & government authorities, stock exchanges and all the other business associates for the continuous support given by them to your Company and their confidence in its Management.

For and on behalf of the Board of Directors

For De Nora India Limited

M. A. Sundaram

Place: Kundaim, Goa Chairman

Date : August 06, 2018 DIN: 00144607

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Mar 31, 2016

TO

THE MEMBERS OF DE NORA INDIA LIMITED

The Directors have pleasure in presenting the 27^th Annual Report together with the Audited Accounts of your Company for the fifteen months financial period ended 31^st March, 2016 (from 1^st January, 2015 to 31^st March 2016).

1. FINANCIAL RESULTS

(Rs. in Millions)

Particulars	Fifteen months period ended on March 31, 20161	Financial Year ended on December 31, 2014
Sales & Other Income (Net of duties)	546.04	327.66
Profit/(Loss) before Depreciation & Taxation	191.47	72.24
Provision for Depreciation	11.60	12.01
Provision for Taxation for current/prior years	60.14	16.62
Deferred Taxation (Liability)/Asset for current/ prior years	(0.03)	1.08
Net Profit after Tax	119.76	42.53
Balance of Profit brought forward	204.80	175.84
Transfer To General Reserves	11.98	4.26
Proposed Dividend	21.23	7.96
Tax on Dividend	4.59	1.35
Balance of Profit carried forward to next year	286.74	204.80

3. DIVIDEND

The Board of Directors of your Company have recommended a Dividend of 40% of the paid-up capital (i.e. Rs. 4/- per share) for the 15 months period ended 31^st March, 2016 absorbing an amount of Rs. 25.83 Million of distributable profits, inclusive of tax on dividend.

The dividend, subject to the approval of Members at the Annual General Meeting on 21^st September 2016, will be paid on or after 21^st September, 2016 to the Members whose names appear in the Register of Members, as on the date of book closure, i.e. from Thursday, 15^th September, 2016 to Wednesday, 21^st September, 2016 (inclusive of both dates).

4. TRANSFER TO RESERVES

Your Company has transferred a sum of Rs. 11.98 Million to General Reserve as against the sum of Rs. 4.25 Million transferred to General Reserve last year.

5. STATE OF COMPANY’S AFFAIRS

Your Company continues to remain the market leader in the chlor alkali and cathodic protection systems business.

During the fifteen months period ended March 31, 2016 your Company generated a total Turnover of Rs. 508.38 Million as against the total Turnover of Rs. 305.21 during the last financial year ended on December 31, 2014, covering a period of twelve months. The Net Profit of your Company for the fifteen months period ended March 31, 2016 stood at Rs. 119.76 Million as against the Net Profit of Rs. 42.53 Million for the twelve months period ended December 31, 2014.

6. DIRECTORS

During the year Mr. Angelo Ferrari was appointed as the Additional Director with effect from 19.02.2015. His appointment as a Non-Executive Director was regularized in the 26^th Annual General Meeting of the Company held on 29.06.2015.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Robert Scannell, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment. The Board recommends his reappointment.

Mr. Vinay Chopra, Manager of the Company, whose tenure as Manager expires on 15^th July 2016 has been appointed by the Board of Directors of the Company as the Managing Director of the Company for a period of 3 years w.e.f. 16^th July 2016 to 15^th July 2019, subject to the approval of the members at the ensuing Annual General Meeting of the Company and the approval of applicable statutory authorities, if any. The Board recommends his appointment as the Managing Director of the Company for a period of 3 years w.e.f. 16^th July 2016.

The above appointment and re-appointment forms part of the Notice of the Twenty-seventh Annual General Meeting and the relevant resolutions are recommended for your approval therein.

A brief resume of the Directors seeking appointment/ re-appointment, the nature of their expertise in specific functional areas, names of Companies in which they hold directorships and the memberships of committees of the Board, their shareholdings, etc. are attached with the Notice of the Annual General Meeting of the Company.

Pursuant to Sub-section (7) of Section 149 of the Companies Act, 2013 read with the rules made there under, all the Independent Directors have given the declaration that they meet the criteria of independence as laid down in Sub-section (6) of Section 149 of the Act and Clause 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘Listing Regulations 2015’] and the Board at its meeting held on May 25, 2016 has duly taken note of the same.

7. CORPORATE GOVERNANCE

Your Company continues to be committed to good corporate governance aligned with the best corporate practices. It has complied with the corporate governance requirements under the Companies Act, 2013 and the various standards set out by Securities and Exchange Board of India and the Stock Exchange where it is listed. Pursuant to the provisions of the Listing Regulations 2015, Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretary’s Certificate regarding compliance with the Code of Corporate Governance are made part of this Annual Report.

8. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS & OUTGO

Conservation of Energy

Your Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end. Though the manufacturing activities of the Company involve consumption of energy, it is not of major significance and no additional investment is required to be made for reduction of energy consumption. However, efforts would be initiated by the Company to conserve energy in the best possible way in the future.

Research and Development

Your Company has an ongoing technical collaboration for Ion Exchange Membrane Electrolysers for chlor-alkali industry, electro chlorinators for water treatment and cathodic protection (anti corrosion) systems. These agreements are performed through Industrie De Nora S.p.A. Your Company did not incur any expenditure on R&D during the year under review.

Technology absorption

The Company is in the process of acquiring the technology for repair/recoating of NACL-ODC & HCL-ODC membrane technology from Industrie Denora

S.p.A. Milan, Italy.

Foreign Exchange Earnings & Outgo

The information on foreign exchange earnings are detailed in Note No. 34 (a) and foreign exchange outgo is detailed in Note No. 34 (b) to the Accounts.

9. SUBSIDIARY COMPANIES

The Company does not have any subsidiary, associate company or a joint venture.

10. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by SEBI under Clause 49 of the erstwhile Equity Listing Agreement with the Stock Exchange, the Board of Directors had carried out an annual evaluation of its performance and that of its individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The Nomination and Remuneration Committee reviewed the performance of the individual Directors. A separate meeting of the Independent Directors was also held to review the performance of the Non-Independent Directors, performance of the Board as a whole and performance of the Chairperson of the Company taking into account the views of the Executive Directors and Non - Executive Directors. The Executive Directors and the Non-Executive Directors of the Board also evaluated the performance of the Independent Directors of the Company.

The criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of the Board processes, information and functioning etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings, their preparedness on the issues to be discussed at the meetings, contributions at the meeting, relationship with the peers and the Company Management etc. Further the chairperson was also evaluated on the key aspects of his/her role.

11. REMUNERATION POLICY

The Company follows a Policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and the Senior Management Employees. The remuneration involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. The details of the Remuneration Policy for the Directors and Senior Management Employees are given in the Corporate Governance Report.

12. SELECTION OF NEW DIRECTORS AND BOARD MEMBERSHIP CRITERIA

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. The Company has also formulated a Policy on Board Diversity and Board Recruitment and Succession Policy.

13. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors confirm that:- in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

- they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit of the Company for that period;

- they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- they have prepared the annual accounts on a going concern basis;

-they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

- they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and were operating effectively.

14. STATUTORY AUDITOR

M/s B S R & Associates LLP Chartered Accountants, Mumbai (ICAI Firm Registration No. 116231W/W-100024), have been appointed as the statutory auditors of the Company to hold office from the conclusion of the 26^th Annual General Meeting held on 29^th June

2015 until the conclusion of the 29^th Annual General Meeting of the Company to be held in the calendar year 2018, subject to ratification of the appointment by the members at the respective AGMs to be held in the year 2016 and 2017 respectively.

Your Company has received a certificate confirming their eligibility to be re-appointed as Auditors of the Company in terms of the provisions of Section 139(1) of the Companies Act, 2013 and Rules framed there under. The Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the provisions of Clause 33 of the newly notified Listing Regulations 2015.

Accordingly, ratification of the appointment of the Statutory Auditors is being sought from the Members of the Company at this AGM for the Financial Year 2016-17.

Further, the report of the Statutory Auditors along with the notes to the Schedules for the 15 months period is enclosed to this report. The observations made in the Auditor’s Report are self-explanatory and therefore do not call for any further comments.

The Auditor’s Report does not contain any qualification, reservation or adverse remark.

15. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Sadashiv. Shet, a Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Auditors’ Report, in the prescribed format, for the fifteen months period ended March 31, 2016 is annexed to this Directors’ Report as Annexure 1 and forms part of the Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act, 2013 and Rules framed there under, your Board has constituted a Corporate Social Responsibility (CSR) Committee. Based on the Recommendation of the

CSR Committee a Corporate Social Responsibility Policy (CSR Policy) of the Company has also been adopted. The CSR Policy of the Company is available on the website of the Company at www.denoraindia. com and can be viewed using the below link:

http://india.denora.com/company/shareholder-

information.html.

Your Company has initiated various CSR programs during the financial Period as per the CSR Policy adopted by the Board and shall monitor the same through its CSR Committee, which meets periodically. A brief outline of the same is set out in Annexure 2 of this report in the format prescribed in the Companies (CSR Policy) Rules, 2014.

17. BOARD MEETINGS

During the period under review, five Board Meetings were convened and held. The details of the composition of the Board and its committees and of the meetings held, attendance of the Directors at such meetings and other relevant details are provided in the Corporate Governance Report.

Pursuant to the provisions of Part VII of Schedule IV of the Companies Act, 2013 read with clause 25(3) of ‘Listing Regulations 2015’, a separate meeting of the Independent Directors was held on April 21, 2015 for transacting the business enumerated under the said provisions.

18. COMPOSITION OF AUDIT COMMITTEE

The Board has constituted the Audit Committee which comprises of Mr. M. A. Sundaram as the Chairman and Mr. Robert Scannell and Mrs. Sarita D’Souza as the members. More details on the Committee are given in the Corporate Governance Report.

19. PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to the Report as Annexure 3.

The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is not provided since there were no employees who were drawing remuneration more than Rs. 5 lakhs per month during whole or part of the 15 months financial period under review.

20. FIXED DEPOSITS

Your Company has not invited or accepted any fixed deposits from the members/public under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the financial period under review.

21. RISK MANAGEMENT

Risk management has always been an integral part of the corporate strategy. Your Company has laid down a well-defined risk management mechanism covering the risk mapping, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a well-defined framework. The risk management framework is discussed in detail in the Management Discussion and Analysis report forming part of this Annual Report.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant or material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.

23. EXTRACT OF ANNUAL RETURN

As mandated by Section 92 of the Companies Act, 2013 read with the rules made there under, extract of the Annual Report as on 31^st March 2016 in Form No. MGT - 9 is enclosed as Annexure 4 to this Report.

24. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has formulated a policy to provide adequate safeguards against victimization of employee(s) and Director(s) who report any violation of the Code of Conduct or any unethical behaviour, actual or suspected fraud or improper practice to the Top Management and Audit Committee and to prohibit managerial personnel from taking adverse personnel action against employees/Directors as a result of the employees’/Director’s good faith disclosure of alleged wrongful conduct to the Audit Committee on a matter of public concern. It is affirmed that no personnel/Director has been denied access to the Audit Committee. The details of the establishment of such policy are disclosed on the Company’s website www.denoraindia.com.

25. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the fifteen months period were on an arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations 2015. The same are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

Further, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel etc. which may have a potential conflict with the interest of the Company at large or which warrants the approval of the Members of the Company during the period under review. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with related parties are provided in the Company’s financial statements in accordance with the Accounting Standards.

The Company has also framed a policy on dealing with the related parties and has disclosed the same on the Company’s website at www.denoraindia.com.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments in terms of Section 186 of the Companies Act, 2013 for the 15 months financial period under review have been provided in the Notes to the Financial Statement which forms part of this Annual Report.

27. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements and no material reportable weakness was observed in the system. Further, the Company has in place adequate financial controls commensurate with the size and nature of its operations.

28. CHANGE IN THE REGISTRAR & TRANSFER AGENT OF THE COMPANY

The Securities and Exchange Board of India vide its Interim Order No. WTM/RKA/MIRSD2/41/2016 dated 22^nd March 2016 had restrained the Company’s Registrar and Share Transfer Agent (‘R&STA’)

i.e. M/s. Sharepro Services (India) Private Limited from dealing with the securities market due to some irregularities detected in the conduct of its activities as the Registrar and Share Transfer Agent. Further, vide the above order the current clientele of M/s. Sharepro Services (India) Private Limited were advised to carry out/switchover their activities related to the R&STA, either in house or through another R&STA registered with SEBI.

In addition to the above, the Companies were also directed to conduct a thorough audit of the records and systems of M/s. Sharepro Services (India) Private Limited with respect to the dividends paid and transfer of securities to determine whether dividends have been paid to actual/beneficial holders and whether securities have been transferred as per the provisions of the law for the last 10 years. The audit has to be completed by the Companies within a period of three months from the date of the order i.e. 22^nd March 2016 and thereafter a report shall be submitted to SEBI by the Companies in that regard. Further, within a period of six months from the date of the order, the Companies shall take appropriate action, in cases where violations are observed, in accordance with the provisions of law and inform SEBI accordingly.

In compliance with the above SEBI mandate, the Company has changed its Registrar and Transfer Agent and has appointed M/s. Bigshare Services Private Limited, a SEBI registered Category - I Registrar & Share Transfer Agent (SEBI Registration No. INR000001385) as the new R&STA of the Company with effect from June 1, 2016.

29. ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all of the Company’s employees for their enormous personal efforts as well as their collective contribution to the Company’s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, employee unions, regulatory & government authorities, stock exchanges and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

For and On behalf of the Board of Directors

For De Nora India Limited

Place: Kundaim, Goa M. A. Sundaram

Dated: May 25, 2016 Chairman

DIN: 00144607

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Dec 31, 2014

THE MEMBERS OF DE NORA INDIA LIMITED

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Accounts of your Company for the year ended 31st December, 2014. As required under the Ministry of Corporate Affairs General Circular 08/2014 No. 1/19/2013-CL-V dated April 4, 2014, the Financial Statements and other reports required to be attached to the Annual Report for Financial Year 2014 are governed by the relevant provisions, schedules, rules of the Companies Act, 1956.

FINANCIAL RESULTS

(RS. IN MILLIONS) 2014 2013

Sales & Other Income (Net of du- 327.66 369.18 ties)

Profit/(Loss) before Depreciation & 72.24 76.31 Taxation

Provision for Depreciation 12.01 7.14

Provision for Taxation for current/ 16.62 30.63 prior years

Deferred Taxation (Liability)/Asset 1.08 (9.21) for current/prior years

Net Profit after Tax 42.53 47.75

Balance of Profit brought forward 175.84 157.98

Transfer To General Reserves 4.26 4.78

Proposed Dividend 7.96 21.23

Tax on Dividend 1.35 3.89

Balance of Profit carried forward to 204.80 175.84 next year

DIVIDEND

The Directors of the Company recommend a Dividend of 15% of the paid-up capital (i.e. Rs. 1.5/- per share) for the year ended 31st December, 2014 absorbing an amount of Rs. 9.32 Million of distributable profits, inclusive of tax on dividend as against 40% dividend (i.e. Rs. 4/- per share) for the previous year 2013. The Directors feel the need to conserve the cash to efficiently maintain the operating cycle and for future growth prospects.

The Final Dividend, subject to the approval of Members at the Annual General Meeting on 29th June, 2015, will be paid on or after 14th July, 2015 to the Members whose names appear in the Register of Members, as on the date of book closure, i.e. from Monday, 22nd June, 2015 to Monday, 29th June, 2015 (inclusive of both dates).

OPERATIONS

The Company continues to remain the market leader in the Chlor Alkali and Cathodic Protection Systems business.

However, the year under review was very difficult and challenging. Even though, the sales turnover of the Company for the year under review was lower than the previous year, the profitability for the year has been affected drastically and the Company has reported lower profit for the year ended 31 st December, 2014, due to weak industrial activity and sluggish market conditions in India. The Company is making all round efforts to overcome these difficulties in this competitive environment and is optimistic that the Company''s various initiatives and cost reduction schemes will give positive results in the current year.

OUTLOOK

The Company is looking forward to maintain its position of market leader in Membrane Recoating Activity and Cathodic Protection Systems. The Directors are hopeful that ongoing efforts made in the field of Chlorate Cells fabrication would pave way for the future growth of the Company.

DNIL has successfully developed the new business of supplying of special electrodes for water treatment mainly for treating pharmaceutical waste water. DNIL was able to achieve the expected business in 2014 & looks forward to continue to develop this biz in 2015 as well. DNIL is also continuing to market new products of De Nora Next namely: Solar Mac NGOTM & Giselle.

DIRECTORS

During the year, Mr. Luca Buonerba, who was a Non- Executive Director, resigned from the directorship of the Company with effect from 13.02.2014 and Mr. Robert Scannell was appointed as the Additional Director with effect from 12.02.2014. Mr. Robert Scannell''s appointment as a Non-Executive Director was regularized in the 25th Annual General Meeting of the Company held on 14.05.2014. In compliance with the provisions of the new Companies Act, 2013 and the Amended Clause 49 of the Listing Agreement, the Board of Directors of the Company appointed Mrs. Sarita D''Souza as an Additional Director on the Board to act as the Independent Woman Director w.e.f. 22.08.2014.

Further, as per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, all the three Independent Directors, Mr. M. A. Sundaram, Mr. Ramesh V. N. P. R. Sardessai and Mrs. Sarita D''Souza were reappointed as the Independent Directors of the Company in the Extra-Ordinary General Meeting of the Company held on 29th September 2014 for a period of 5 years in compliance with the above provision. The Company has also received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement.

Mr. Ravi Menezes and Mr. Premal N. Kapadia stepped down as Directors of the Company during the year w.e.f.

27th November 2014 and 12th December 2014 respectively. The Board placed on record its appreciation for the valuable services rendered by Mr. Ravi Menezes and Mr. Premal Kapadia.

The Board of Directors also deeply mourn the sad demise of one of the Independent Directors of the Company, Mr. Ramesh V. N. P. R. Sardessai on 18th December 2014 and acknowledges the outstanding contribution made by him as the Independent Director of the Company during his tenure.

The Board has appointed Mr. Angelo Ferrari as an Additional Director of the Company with effect from February 19, 2015. In accordance with Section 161 of the Companies Act, 2013 (erstwhile Section 260 of the Companies Act, 1956), Mr. Angelo Ferrari holds office upto the date of the forthcoming Annual General Meeting of the Company and his candidature for appointment as a Director has been included in the notice convening the forthcoming Annual General Meeting of the Company.

In accordance with the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) and the Articles of Association of the Company, Mr. Krishan Khanna, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible for re- appointment, offers himself for re-appointment. The Board recommends his re-appointment.

A Brief resume of the Directors seeking appointment/ re-appointment, the nature of their expertise in specific functional areas, names of companies in which they hold directorships and the memberships of committees of the Board, their shareholdings, etc. are attached with the Notice of the Annual General Meeting of the Company.

CORPORATE GOVERNANCE

Pursuant to Amended Clause 49 of the Listing Agreement with the National Stock Exchange of India Ltd., Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretary''s Certificate regarding compliance with the Code of Corporate Governance are made part of the Annual Report.

CRITERIA FOR PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

As per the requirements of the provisions of the Amended Clause 49 of the Listing Agreement, the Company hereby discloses the criterias for the performance evaluation of Independent Directors of the Company as laid down by the Nomination and Remuneration Committee of the Board. The performance of the Independent Directors would be judged on the following parameters:

- Expertise in the matters requiring their knowledge and skills.

- Inputs received by the person during Board Meetings/ Committee Meetings

- Problem solving skills and strategic decision making abilities

- Contribution in the achievement of business targets

- Professional knowledge, expertise and experience employed in the interest of the Company

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The company has conducted familiarization programme for its Independent Directors on 31.10.2014 details of which could be found on the following web link:

http://www.denoraindia.com/Downloads/en-US/ FamiliarisationProgrammeDNIL.pdf

CEO/CFO CERTIFICATION

A certificate from the Manager and the Chief Financial Officer on the financial statements of the Company, as required under Clause 49 of the Listing Agreement with the National Stock Exchange was placed before the Board.

INFORMATION AS REQUIRED UNDER THE LISTING AGREEMENT

The shares of the Company are presently listed at The National Stock Exchange of India Limited, Mumbai under the Stock Code DENORA EQ and the Company has paid listing fee upto March 31, 2015 in respect of the above stock exchange.

ISO CERTIFICATION

The Company has maintained its continued endeavor in terms of quality and maintenance of International Standards. The Company has got the prestigious certification for ISO 9001:2008 for Quality Management System from JAS-ANZ on 07.08.2013 valid till 06.08.2016 for the production and trading of Titanium Anodes/ Nickel Cathodes for Chlor- alkali Industry used for NaOH/ KOH/Cl2, Chlorate Cells for production of Sodium Chlorate, Electro Chlorinators for On-site Hypo, Cathodic Protection Systems and Surface Finishing Products.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors confirm that:-

in the preparation of the annual accounts for the financial year ended December 31, 2014 the applicable accounting standards have been followed and that there are no material departures;

they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

they have prepared the annual accounts for the financial year on a going concern basis.

AUDITORS

M/s B S R & Co. LLP Chartered Accountants, Mumbai (ICAI Firm Registration No.101248W/W-100022), the statutory auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting of the Company. The said Auditors have been holding office as the Statutory Auditors of the Company for a period of 7 (Seven) consecutive financial years. In terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, a listed company cannot appoint or re-appoint an audit firm as an Auditor for more than two terms of five consecutive years. The period for which the firm has held office as Auditor prior to the commencement of the Companies Act, 2013 shall be taken into account for calculating the period of 10 (Ten) consecutive years, as the case may be. Further, Section 139 of the Companies Act, 2013 has also provided a period of 3 (Three) years from the date of commencement of the Act to comply with this requirement.

Accordingly, they can be appointed as Auditors for a further period of 3 (three) years only in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. Hence, it was proposed to appoint M/s B S R & Co. LLP Chartered Accountants, Mumbai (ICAI Firm Registration No. 101248W/W-100022) as the statutory auditors of the Company to hold office from the conclusion of the Twenty Sixth Annual General Meeting till the conclusion of the Twenty Ninth Annual General Meeting of the Company, i.e. for a period of 3 (Three) years, subject to ratification of their appointment at every Annual General Meeting. The statutory auditors however, have conveyed their unwillingness to be appointed as the statutory auditors of the Company for the above term due to their internal restructuring.

In lieu of the above, the Company proposed to appoint M/s B S R & Associates LLP Chartered Accountants, Mumbai (ICAI Firm Registration No.116231W/W-100024), a LLP firm under the same network of audit firm (M/s. B S R Affiliates) as that of the outgoing auditors, as the statutory auditors of the Company to hold office for the remaining term of 3 years, since, they are associated with B S R & Co. LLP Chartered Accountants, Mumbai, the ex-auditor of the Company, until the conclusion of the Annual General Meeting of the Company to be held in the year 2018. The Company has received a letter from them providing consent to the above appointment and to the effect that their appointment, if made would meet the requirements of the provisions of the Companies Act, 2013 and rules made thereunder.

Accordingly, approval of the members to the appointment of M/s B S R & Associates LLP Chartered Accountants, Mumbai (ICAI Firm Registration No.116231W/W-100024) as the Statutory Auditors of the Company for a period of three years, to hold office from the conclusion of this Annual General Meeting till the conclusion of the Twenty-Ninth Annual General Meeting of the Company to be held in the year 2018 (subject to the ratification of their appointment at every Annual General Meeting) is being sought at the ensuing Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per provision 135 of the Companies Act, 2013 and rules made thereunder, every Company having a net profit of Rs. 5 Crore during any financial year would be required to constitute a Corporate Social Responsibility Committee and spend 2% of its average net profits made during the immediately preceding financial years towards CSR activities in pursuance of a policy on CSR to be framed by the CSR Committee. It further requires the Board''s report to give a note on such activities and in the event of shortfall from the specified quantum, the reasons for the same to be explained therein. Since the Company has a net profit of Rs. 5 Crore in its preceding financial years, the Company is covered under the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder.

A Committee of the Board has already been constituted with Mr. M. A. Sundaram, an Independent Director as its Chairperson. The Committee has also framed a Policy on Corporate Social Responsibility in compliance with the above provision.

During the year, the Company was unable to spend any amount on CSR activities due to paucity of time after forming the Committee till the year end. However, the Company continues to endeavor holding the CSR commitments in the true spirit going forward.

CHANGE IN THE FINANCIAL YEAR OF THE COMPANY

The provisions of the new Companies Act, 2013 mandates all Companies to adopt a uniform Financial Year (FY) of 1st April to 31st March with limited exception to a Company which is a holding company or subsidiary of a company incorporated outside India which may be required to follow a different FY for consolidation outside India.

Hence, in order to fulfill the above requirement of law, the Board of Directors of the Company have decided to change the FY of the Company from 1st January - 31st December to 1st April - 31st March with effect from the close of the FY 2014. Accordingly, the Financial Year of the Company for 2015 would be for a period of 15 months commencing from 1st January 2015 to 31st March 2016.

COST AUDITORS

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s K. C. Kohli & Co., Delhi, having Firm Registration No. 100541 had been appointed as the Cost Auditors of the Company for auditing the Company''s cost accounts relating to the company products for the Financial Year ended 31st December 2014. The due date for filing the Cost Audit Report for the year ended 31st December 2014 is 29th June 2015 and the same will be filed with the Ministry of Corporate Affairs within the due date.

PERSONNEL

The information required under Section 217(2A) of the Companies Act, 1956, and the Rules framed there under is annexed hereto as Annexure ''A'' and forms part of the Report.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposits during the financial year and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

WHISTLE BLOWER POLICY

The Company had formulated a policy to provide adequate safeguards against victimization of employee(s) and Director(s) who report any violation of the Code of Conduct or any unethical behaviour, actual or suspected fraud or improper practice to the Top Management and Audit Committee and to prohibit managerial personnel from taking adverse personnel action against employees/Directors as a result of the employees''/Director''s good faith disclosure of alleged wrongful conduct to the Audit Committee on a matter of public concern. No personnel/Director has been denied access to the Audit Committee. The details of the establishment of such policy are disclosed on the Company''s website www.denoraindia.com.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 2014 were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has also framed a policy on dealing with the related parties and has disclosed the same on the Company''s website at www.denoraindia.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure ''B'' forming part of this report.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s performance. The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, Regulatory & Government authorities, Stock Exchanges and all other business associates for the continuous support given by them to the Company and their confidence in its management.

For and On behalf of the Board of Directors

Place : Kundaim, Goa M. A. SUNDARAM Dated: February 19, 2015 CHAIRMAN

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Dec 31, 2013

TO THE MEMBERS OF DE NORA INDIA LIMITED

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Accounts of your Company for the year ended 31st December, 2013.

FINANCIAL RESULTS

(RS. IN MILLION)

2013 2012

Sales & Other Income 373.87 656.63 (Net of duties)

Profit/(Loss) before Depreciation & 76.31 198.61 Taxation

Provision for Depreciation 7.14 (5.98)

Provision for Taxation for current/ 30.63 (59.96) prior years

Deferred Taxation (Liability)/Asset (9.21) 0.40 for current/prior years

Net Profit after Tax 47.75 133.07

Balance of Profit brought forward 157.98 81.40

Transfer To General Reserves 5.06 13.31

Proposed Dividend 21.23 37.16

Tax on Dividend 3.60 6.03

Balance of Profit carried forward to 175.84 157.98 next year

DIVIDEND

The Directors of the company recommend a Dividend of 40% of the paid-up capital for the year ended 31st December, 2013 absorbing an amount of Rs. 24.83 Million of distributable profits, inclusive of tax on dividend as against 70% dividend for the previous year 2012. The Directors feel the need to conserve the cash to efficiently maintain the operating cycle and for future growth prospects.

OPERATIONS

The Company continues to remain the market leader in the Chlor Alkali and Cathodic Protection Systems business. The Company has consolidated its market share in the sales of Electro chlorinators during the year 2013.

OUTLOOK

The Company is looking forward to maintain its position of market leader in Membrane Recoating Activity and Cathodic Protection Systems. The Directors are hopeful that ongoing efforts made in the fled of Chlorate Cells fabrication would pave way for the future growth of the Company.

DNIL has successfully developed the new business of supplying of special electrodes for water treatment mainly for treating pharmaceutical waste water. DNIL was able to achieve the expected business in 2013 & looks forward to continue to develop this biz segment in 2014 as well. DNIL is also continuing to market new products of De Nora Next namely: Solar Mac NGOTM & Giselle.

DIRECTORS

During the year Mr. Satish Chandra Jain, Managing Director of the Company retired from the post of Managing Director w.e.f. 15th July, 2013. Mr. Vinay Chopra was appointed as the Manager of the Company w.e.f. 16th July, 2013 in the 24th Annual General Meeting of the Company held on 8th May, 2013.

Mr. Angelo Ferrari and Mr. Giuseppe Cambareri stepped down as Directors of the Company w.e.f. 09th May, 2013. On account of cessation of Mr. Giuseppe Cambareri as Director of the Company, Mr. R. V. N. P. R. Sardessai, Alternate Director to Mr. Giuseppe Cambareri, also ceased to be a Director of the Company.

Mr. Ravi Menezes, Mr. R. V. N. P. R. Sardessai, Mr. Krishan Khanna and Mr. Vinay Chopra were appointed as Additional Directors of the Company w.e.f. 09th May, 2013 and were all regularized in the Extra-ordinary General Meeting of the Shareholders of the Company held on 2nd September, 2013.

Mr. Satish Chandra Jain was appointed as an Alternate Director to Mr. Luca Buonerba w.e.f. 31st July, 2013. He ceased to be a Director of the Company effective 3rd September, 2013 upon arrival of Mr. Luca Buonerba, Original Director to the state of Goa. He was again appointed as an Alternate Director to Mr. Luca Buonerba w.e.f. 4th September, 2013. He resigned as an Alternate Director to Mr. Luca Buonerba w.e.f. 30th December, 2013.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. Premal Kapadia and Mr. M. A. Sundaram, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and are eligible for reappointment.

Brief resumes of Directors seeking re-appointment, the nature of their expertise in specifc functional areas, names of companies in which they hold directorships and the memberships of committees of the Board, their shareholdings, etc. are attached with the Notice of the Annual General Meeting of the Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the National Stock Exchange of India Ltd., Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretary''s Certificate regarding Compliance with the Code of Corporate Governance are made part of the Annual Report.

CEO/CFO CERTIFICATION

A certificate from the Chief Executive Officer (CEO) cum Manager and the Finance Head on the financial statements of the Company, as required under Clause 49 of the Listing Agreement with the National Stock Exchange was placed before the Board.

INFORMATION AS REQUIRED UNDER THE LISTING AGREEMENT

The shares of the company are presently listed at The National Stock Exchange of India Limited, Mumbai under the Stock Code DENORA EQ and the company has paid listing fee upto March 31, 2014 in respect of the above stock exchange.

ISO CERTIFICATION

The Company has maintained its continued endeavor in terms of quality and maintenance of International Standards. The Company has got the prestigious certification for ISO 9001:2008 for Quality Management System from JAS-ANZ on 07-08-2013 valid till 06-08-2016 for the production and trading of Titanium Anodes/Nickel Cathodes for Chlor-alkali Industry used for NaOH/KOH/CI Chlorate Cells for production of Sodium Chlorate, Electro Chlorinators for On-site Hypo, Cathodic Protection Systems and Surface Finishing Products.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors confrm that:

- in the preparation of the annual accounts for the financial year ended December 31, 2013 the applicable accounting standards have been followed and that there are no material departures;

- they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

- they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- they have prepared the annual accounts for the financial year on a going concern basis.

AUDITORS

The Statutory Auditors of the company M/s B S R & Co. LLP, Chartered Accountants will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. Accordingly, approval of the members to the appointment of M/s B S R & Co. LLP Chartered Accountants as the Auditors of the Company is being sought at the ensuing Annual General Meeting.

COST AUDITORS

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and with the prior approval of the Central Government, M/s K. C. Kohli & Co., Delhi, have been appointed as the Cost Auditors of the Company for auditing the Company''s cost accounts relating to the company products for the financial year ended 31st December, 2013. The due date for fling the Cost Audit Report for the year ended 31st December, 2013 is 29th June, 2014 and the same will be fled with the Ministry of Corporate Affairs within the due date.

PERSONNEL

The information required under Section 217(2A) of the Companies Act, 1956, and the Rules framed there under is annexed hereto as Annexure ''A and forms part of the Report.

FIXED DEPOSITS

The Company has not invited or accepted any fixed deposits during the financial year and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure ''B'' forming part of this report.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all of the Company''s employees for their enormous personal efforts as well as their collective contribution to the Company''s performance. The Directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, Regulatory & Government authorities, Stock Exchanges and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

For and On behalf of the Board of Directors

Place : Kundaim, Goa VINAY CHOPRA

Dated : February 12, 2014 DIRECTOR

---

Dec 31, 2012

TO THE MEMBERS

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Accounts of your Company for the year ended 31st December, 2012.

FINANCIAL RESULTS

(RS. IN MILLION)

2012 2011

Sales & Other Income (Net of 656.63 352.59 duties)

Profit/(Loss) before Depreciation & 198.61 75.02 Taxation

Provision for Depreciation (5.98) (6.05)

Provision for Taxation for current/prior (59.96) (22.13) years

Deferred Taxation (Liability)/Asset for 0.40 0.98 current/prior years

Net Profit after Tax 133.07 47.82

Balance of Profit brought forward 81.40 76.33

Transfer To General Reserves 13.31 4.78

Proposed Dividend 37.16 32.66

Tax on Dividend 6.03 5.30

Balance of Profit carried forward to 157.98 81.40 next year

DIVIDEND

The Directors of the company recommend a Dividend of 70% of paid-up capital for the year ended 31st December, 2012 absorbing an amount of Rs. 43.19 Million of distributable profits, inclusive of tax on dividend as against 60% dividend for the previous year 2011.

OPERATIONS

The Company continues to remain the market leader in the Chlor Alkali and Cathodic Protection Systems business. The Company has improved it''s performance in all it''s segments. The Company has achieved significant increase in sales of Cathodic Protection Systems during 2012.

OUTLOOK

The Company is looking forward to maintain its position of market leader in Membrane recoating activity and Cathodic Protection Systems. Your Directors are hopeful that ongoing efforts made in the field of Chlorate Cells fabrication would pave way for the future growth of the Company.

DNIL has successfully developed the new business of supplying of special electrodes for water treatment mainly for treating pharmaceutical waste water. This is new biz segment for DNIL and the management looks forward to consolidate this new business in the years to come. Company is also looking forward to consolidate it''s position as pioneer & leader of our premium electrochlorination system and especially develop the business of selling Solar Mac NGO™ specially meant for remote villages without electric power to cater to the poorest strata of society the opportunity of disinfecting the water with the minimum cost.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. M. A. Sundaram & Mr. Giuseppe Cambareri will retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Brief resumes of Directors seeking re-appointment, the nature of their expertise in specific functional areas, names of companies in which they hold directorships and the memberships of committees of the board, their shareholdings, etc. are attached with the Notice of the Annual General Meeting of the Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the National Stock Exchange of India Ltd., Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretary''s Certificate regarding Compliance with the Code of Corporate Governance are made part of the Annual Report.

CEO/CFO CERTIFICATION

A certificate from Managing Director and Finance Head on the financial statements of the Company, as required under Clause 49 of the Listing Agreement with the National Stock Exchange was placed before the Board.

INFORMATION AS REQUIRED UNDER THE LISTING AGREEMENT

The shares of the company are presently listed at The National Stock Exchange of India Limited, Mumbai under the Stock Code DENORA EQ and the company has paid listing fee upto March 31, 2013 in respect of above stock exchange.

ISO CERTIFICATION

The Company has maintained its continued endeavor in terms of quality and maintenance of International Standards. The Company has got the prestigious certification for ISO 9001:2008 for Quality Management System from JAS-ANZ on 17-08-2010 valid till 16-08-2013 for the production and trading of Titanium Anodes/ Nickel Cathodes for Chlor-alkali Industry used for NaOH/ KOH/Cl2, Electro Chlorinators for On-site Hypo, Cathodic Protection Systems and Surface Finishing Products.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended December 31, 2012 the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. That such accounting policies have been selected and consistently applied and judgements and estimates made, that are reasonable and prudent so as to give a fair and true view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the accounts for the financial year have been prepared on a ''going concern'' basis.

AUDITORS

The Auditors M/s. B S R & Associates, Chartered Accountants will retire at the conclusion of the forthcoming Annual General Meeting and M/s. BSR & Co., Chartered

Accountants shall be appointed up to the conclusion of the next Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL

The information required under Section 217(2A) of the Companies Act, 1956, and the Rules framed there under is annexed hereto as Annexure ''A'' and forms part of the Report.

In anticipation of progressive dis-engagement from operative matters of Mr. S. C. Jain, Mr. Vinay Chopra has been appointed as General Manager w.e.f. January 1, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure ''B'' forming part of this report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the continued support and co-operation received from Bankers, Foreign Collaborators, Government Authorities and Shareholders. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers during the year under review.

For and On behalf of the Board of Directors

Place: Kundaim, Goa S. C. JAIN

Dated: February 21, 2013 MANAGING DIRECTOR

---

Dec 31, 2011

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Accounts of your Company for the year ended 31st December, 2011.

FINANCIAL RESULTS (RS. IN MILLION)

2011 2010

Sales & Other Income (Net of 352.59 186.85 duties)

Profit/(Loss) before Depreciation & 75.02 40.22 Taxation

Provision for Depreciation (6.05) (7.09)

Provision for Taxation for current/ (20.62) (8.90) prior years

Deferred Taxation (Liability)/Asset 0.98 6.37 for current/prior years

Net Profit after Tax 47.82 30.60

Balance of Profit brought forward 76.33 81.28

Transfer To General Reserves 4.78 3.06

Proposed Dividend 32.66 27.78

Tax on Dividend 5.30 4.72

Balance of Profit carried forward to 81.40 76.33 next year

DIVIDEND

The Directors of the company recommend a Dividend of 60% of paid-up capital for the year ended 31st December, 2011 absorbing an amount of Rs.37.96 Million of distributable profits, inclusive of tax on dividend as against 50% dividend for the previous year 2010.

OPERATIONS

The Company continues to remain the market leader in the Chlor Alkali and Cathodic Protection Systems business. The Company has improved it's performance in all it's segments. The Company has improved it's market share in the Electro Chlorination business.

OUTLOOK

The Company has signed an order of approximately Rs.160 Million for manufacture of Chlorate Cells. This is expected to be executed in 2012. The Company has earlier signed an order of approximately Rs.200 Million for a lumpsum turnkey project for manufacture of 5 TPD of Sodium Chlorate plant. On the basis of the progress of completion the Company has booked sales invoicing of approximately Rs.100 Million in the year 2011 and balance is expected to be executed in 2012.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Luca Buonerba & Mr. Premal N. Kapadia will retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Brief resumes of Directors seeking re-appointment, the nature of their expertise in specific functional areas, names of companies in which they hold directorships and the memberships of committees of the board, their shareholdings, etc. are attached with the Notice of the Annual General Meeting of the Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the National Stock Exchange of India Ltd., Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretary's Certificate regarding Compliance with the Code of Corporate Governance are made part of the Annual Report.

CEO/CFO CERTIFICATION

A certificate from Managing Director and Finance Head on the financial statements of the Company, as required under Clause 49 of the Listing Agreement with the National Stock Exchange was placed before the Board.

INFORMATION AS REQUIRED UNDER THE LISTING AGREEMENT

The shares of the company are presently listed at The National Stock Exchange of India Limited, Mumbai under the Stock Code DENORA EQ and the company has paid listing fee upto March 31, 2012 in respect of above stock exchange.

ISO CERTIFICATION

The Company has maintained its continued endeavor in terms of quality and maintenance of International Standards. The Company has got the prestigious certification for ISO 9001:2008 for Quality Management System from JAS-ANZ on 17.08.2010 valid till 16.08.2013 for the production and trading of Titanium Anodes/ Nickel Cathodes for Chlor-alkali Industry used for NaOH/ KOH/CI2, Electro Chlorinators for On-site Hypo, Cathodic Protection Systems, Surface Finishing Products and Electro winning Products.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended December 31, 2011 the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. That such accounting policies have been selected and consistently applied and judgements and estimates made, that are reasonable and prudent so as to give a fair and true view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the accounts for the financial year have been prepared on a 'going concern' basis.

AUDITORS

The Auditors M/s. B S R and Associates, Chartered Accountants will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1 -B) of the Companies Act, 1956.

PERSONNEL

The information required under Section 217(2A) of the Companies Act, 1956, and the Rules framed there under is annexed hereto as Annexure 'A' and forms part of the Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure 'B' forming part of this report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the continued support and co-operation received from Bankers, Foreign Collaborators, Government Authorities and Shareholders. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers during the year under review.

For and On behalf of the Board of Directors

Place; Kundaim, Goa S. C. JAIN

Dated: February 15, 2012 MANAGING DIRECTOR

---

Dec 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Accounts of your Company for the year ended 31st December, 2010.

FINANCIAL RESULTS

(RS. IN MILLION)

2010 2009

Sales & Other Income 186.85 155.33

(Net of duties)

Profit/(Loss) before 40.22 19.06

Depreciation & Taxation

Provision for Depreciation (7.09) (6.49)

Provision for Taxation for (8.90) (1.36) current/prior years

Deferred Taxation (Liability)/ 6.37 (9.83)

Asset for current/prior years

Net Profit afiter Tax 30.60 1.38

Balance of Profit brought 81.28 79.90 forward

Transfer To General Reserves 3.06 -

Proposed Dividend 27.78 -

Tax on Dividend 4.72 -

Balance of Profit carried 76.33 81.28 forward to next year

DIVIDEND

The Directors of the company recommend a Dividend of 50% of paid-up capital for the year ended 31st December, 2010 absorbing an amount of Rs.32.50 Million of distributable Profits, inclusive of tax on dividend as against NIL dividend for the previous year 2009.

OPERATIONS

The Company continues to remain the market leader in the Chlor Alkali and Cathodic Protection Systems business. The Company has improved its performance in all its segments. The Company has improved its market share in the Electro Chlorination business.

OUTLOOK

The Company has signed approximately Rs.200 Million lumpsum turnkey project for the manufacture of 5 tonnes per day Sodium Chlorate Plant. The project has to be executed over a period of 17 months.

The Company is looking forward to maintain its position of market leader in Membrane recoating activity and Cathodic Protection Systems. Company will continue to focus on increase of export of Lida® Anodes for cathodic protection system & improved sales of specialty Anodes. The company expects improvement in recoating cycle business of Chlor Alkali business in future.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Angelo Ferrari & Mr. Giuseppe Cambareri will retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Brief resumes of Directors seeking re-appointment, the nature of their expertise in specifc functional areas, names of companies in which they hold directorships and the memberships of committees of the board, their shareholdings, etc. are attached with the Notice of the Annual General Meeting of the Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the National Stock Exchange of India Ltd., Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretarys Certifcate regarding Compliance with the Code of Corporate Governance are made part of the Annual Report.

CEO/CFO CERTIFICATION

A certifcate from Managing Director and Finance Head on the financial statements of the Company, as required under Clause 49 of the Listing Agreement with the National Stock Exchange was placed before the Board.

INFORMATION AS REQUIRED UNDER THE LISTING AGREEMENT

The shares of the company are presently listed at The National Stock Exchange of India Limited, Mumbai under the Stock Code DENORA EQ and the company has paid listing fee upto March 31, 2011 in respect of above stock exchange.

ISO CERTIFICATION

The Company has maintained its continued endeavor in terms of quality and maintenance of International Standards. The Company has got the prestigious certifcation for ISO 9001:2008 for Quality Management System from JAS-ANZ on 17.08.2010 valid till 16.08.2013 for the production and trading of Titanium Anodes/ Nickel Cathodes for Chlor-Alkali Industry used for NaOH/KOH/ Cl2, Electro Chlorinators for On-site Hypo, Cathodic Protection Systems, Surface Finishing Products and Electro winning Products.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confrmed:

1. That in the preparation of the accounts for the ?financial year ended December 31, 2010 the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. That such accounting policies have been selected and consistently applied and judgements and estimates made, that are reasonable and prudent so as to give a fair and true view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for the year under review;

3. That proper and suffcient care has been taken for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the accounts for the financial year have been prepared on a ‘going concern basis.

AUDITORS

The Auditors M/s. B S R and Associates, Chartered Accountants will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL

The information required under Section 217(2A) of the Companies Act, 1956, and the Rules framed there under is annexed hereto as Annexure A and forms part of the Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure ‘B forming part of this report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the continued support and co-operation received from Bankers, Foreign Collaborators, Government Authorities and Shareholders. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers during the year under review.

For and On behalf of the Board of Directors

Place : Kundaim, Goa S. C. JAIN

Dated: February 17, 2011 MANAGING DIRECTOR

---

Dec 31, 2009

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Accounts of your Company for the year ended 31 st December, 2009.

FINANCIAL RESULTS

(RS. IN MILLION)

2009 2008

Sales and other Income (Net of duties) 151.25 226.46

Profit/(Loss) before Depreciation & Taxation 19.06 37.44

Provision for Depreciation (6.49) (7.67)

Provision for Taxation for current/prior years (1.36) (10.19)

Deferred Taxation (Liability)/Asset for current/prior years (9.83) (1.08)

Net Profit after Tax 1.38 20.66

Balance of Profit brought forward 79.90 77.56

Transfer To General Reserves - 2.06

Proposed Dividend - 13.89

Tax on Dividend - 2.37

Balance of Profit carried forward to next year 81.28 79.90

DIVIDEND

The Directors of the company recommend NIL dividend for the year ended 31s December, 2009 as against 25% dividend for the previous year 2008.

OPERATIONS

The Company continues to remain the market leader in the Chlor Alkali and Cathodic Protection Systems business. The main activity of the company is dependent on recoating of electrodes for membrane cell electrolysers in chlor-alkali plant, which is cyclic in nature and was the main cause for reduced turnover during this year. The Mercury Cell Plants are gradually being converted into Membrane Cell Plants. Your Company does not get the business of Anode/Cathodes coating at this conversion stage since these are inbuilt in the new Cells and the complete set of Cell Elements are imported by the customers. Your Company is not in the business of manufacturing Cell Elements and the recoating business in respect of these Anode/Cathodes will come to us after 8 years. The Electrochlorination business is witnessing severe price competition due to entry of various small competitors having significant influence in their limited area of operation resulting in decrease in Electrochlorination business as compared to the previous year. In addition the distribution network of Electrochlorinators systems needs to be reinforced to cover all the opportunities and to respond to the challenges posed by the competitors.

OUTLOOK

The Company is looking forward to maintain its position of market leader in Membrane recoating activity and Cathodic Protection Systems. Company will continue to focus on increase of export of Lida® Anodes for cathodic protection system & improved sales of specialty Anodes. The company expects improvement in recoating cycle business of Chlor Alkali business in future.

DIRECTORS

Mr. Luca Buonerba was appointed in casual vacancy caused by resignation of Mr. Fabio Esposito w.e.f. March 5, 2009. The Board of Directors at its meeting held on March 5, 2009 appointed Mr. Luca Buonerba in casual vacancy caused by resignation of Mr. Fabio Esposito. Your Directors place on record their deep appreciation of the valuable services rendered by Mr. Fabio Esposito during his tenure as Director of the Company. Mr. Luca Buonerba will cease to hold office at the forthcoming Annual General Meeting and is eligible for appointment as the company has received a Notice under Section 257 of the Companies Act 1956 proposing his candidature for the office of Director.

In accordance with the Articles of Association of the Company, Mr. Premal N. Kapadia & Mr. M.A. Sundaram will retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Brief resumes of Directors seeking re-appointment, the nature of their expertise in specific functional areas, names of companies in which they hold directorships and the memberships of committees of the Board, their shareholdings, etc. are attached with the Notice of the Annual General Meeting of the Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the National Stock Exchange of India Ltd., Management Discussion and Analysis Report, Corporate Governance Report and Practicing Company Secretarys Certificate regarding Compliance with the Code of Corporate Governance are made part of the Annual Report.

CEO/CFO CERTIFICATION

A certificate from Managing Director and Finance Head on the financial statements of the Company, as required under Clause 49 of the Listing Agreement with the National Stock Exchange was placed before the Board.

INFORMATION AS REQUIRED UNDER THE LISTING AGREEMENT

The shares of the company are presently listed at The National Stock Exchange of India Limited, Mumbai under the Stock Code DENORA EQ and the company has paid listing fee upto March 31, 2010 in respect of above stock exchange.

ISO CERTIFICATION

The Company has maintained its continued endeavor in terms of quality and maintenance of International Standards. The Company has got the prestigious certification for ISO 9001:2000 for Quality Management System from JAS-ANZ through Verification New Zealand Limited on 29/05/2007 valid till 29/05/2010 for all its products & applications covered under the field of Electrolytic Processes, produced at its manufacturing base atGoa.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended December 31, 2009 the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. That such accounting policies have been selected and consistently applied and judgements and estimates made, that are reasonable and prudent so as to give a fair and true view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

3. That proper and sufficient care has been taken for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the accounts for the financial year have been prepared on a going concern basis.

AUDITORS

The Auditors M/s. B S R and Associates, Chartered Accountants will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re- appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL

The information required under Section 217(2A) of the Companies Act, 1956, and the Rules framed there under is annexed hereto as Annexure A and forms part of the Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Information in accordance with Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in Annexure B forming part of this report.

ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation for the continued support and co-operation received from Bankers, Foreign Collaborators, Government Authorities and Shareholders. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers during the year under review.

For and On behalf of the Board of Directors

Place: Kundaim, Goa P. N. KAPADIA

Dated: March 12, 2010 CHAIRMAN