Directors Report of DIC India Ltd.

Dec 31, 2024

Your directors have pleasure in presenting the 77th Annual Report ("Report”) of DIC India Limited
("Company/DIC India”), together with the audited financial statements of the Company for the financial
year ended December 31,2024 ("Year Under Review”).

Financial Highlights

(INR.in Lakhs except EPS figure)

Particulars	Year ended
	December 31, 2024 (Audited)	December 31, 2023 (Audited)
Revenue from operations	88,152.89	82,885.14
Other income	958.01	818.75
Total income	89,110.90	83,703.89
Total Expenses	86,595.84	84,149.60
Profit/(Loss) before exceptional item and tax	2,515.06	(445.17)
Exceptional Item:	74.52	(2,378.89)
Profit/(Loss) before tax after exceptional item	2,589.58	(2,824.60)
Tax Expense - Current tax charge/(credit)	228.69	(43.42)
- Deferred tax charge/(credit)	406.99	(513.56)
Total Tax Expenses/(credit)	635.68	(556.98)
Profit/(Loss) for the Year	1,953.90	(2,267.62)
Other comprehensive income (net of taxes)	(61.19)	(141.11)
Total comprehensive income for the period/year	1,892.71	(2,408.73)
Paid-up Equity Share Capital	917.90	917.90
Earnings per equity share (of INR 10 each) (a) Basic	21.29	(24.70)
(b) Diluted	21.29	(24.70)

State of Company''s Affairs

Your Company recorded a turnover of INR 88,1 52.89 lakh during the Year Under Review against INR
82,885.14 lakh in the previous year. The Company registered a profit before tax and exceptional income
(including other comprehensive income/loss) of INR 2,433.29 for the Year Under Review against a loss
before tax (including the comprehensive income) of INR 634.29 lakh in the previous year.

Your Company remains committed to its stakeholders and make all endeavours to accelerate the value
of the shareholders.

Management Discussion & Analysis

The Management Discussion and Analysis as required in terms of the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")
is annexed to the report as Annexure 1.

It inter-alia gives detail of the overall industry structure, economic developments, performance and state
of affairs of your Company''s business, risk management systems and material developments during the
Year Under Review.

Dividend

The Board of Directors ("Board") have recommended a final dividend of Rs. 4 per share for the financial
year ended on December 31, 2024.

Based on the overall financial performance and other economic factors, the dividend shall be payable out
of profits only to those members whose names appear in the register of members as on the book closure
/ record date. The dividend payout is subject to approval of the members at the ensuing annual general
meeting of the Company for Year Under Review.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective
April 1,2020 and the Company is required to deduct tax at source from dividend paid to the members at
prescribed rates as per the Income Tax Act, 1961.

The Register of Members and Share Transfer Books of the Company will remain closed from March 18,
2025 to March 25, 2025 (both days inclusive).

Transfer to Reserves

The Company proposes to retain its entire earnings in the profit and loss account and proposes not to
transfer any amount to the general reserve.

For details with regard to transfer to other reserves, note No. 19 of the financial statements for the Year
Under Review is self-explanatory.

Material Changes and Commitments, if any, Affecting the Financial Position of the Company which
have Occurred between the end of the Financial Year of the Company to which the Financial
Statements Relate and the Date of the Report

Apart from disclosures made in this Report and the audited financial statements for the Year Under
Review no material changes and commitments have occurred after the closure of the year till the date of
this Report, which affect the financial position of the Company.

Changes in the Nature of Business

There has been no fundamental change in the nature of business of the Company during the Year Under
Review.

Share Capital & Listing of Shares

As on December 31, 2024, the authorized share capital of the Company is INR 1500 Lakh and issued,
subscribed & paid-up equity share capital of the Company is INR 917.89 Lakh.

The Company''s equity shares are listed on the National Stock Exchange of India Limited ("NSE"), BSE
Limited ("BSE") and Calcutta Stock Exchange ("CSE"). The equity shares are actively traded on NSE, and
BSE. The shares of the Company are not suspended from trading from any of the platforms.

Corporate Governance

Your directors believe that corporate governance is an ethically driven business process that is committed
to values aimed at enhancing the growth of your Company. The endeavor is to continue and move
forward as a responsible and sustainable Company in order to attract as well as retain talents, investors
and to maintain fulfilling relationships with the communities and take all possible steps in the direction to
re-write a new future for your Company.

We are committed to achieve the highest standards of ethics, transparency, corporate governance and
continue to comply with the code of conduct framed for the Board and senior management under SEBI
Listing Regulations and have maintained high standards of corporate governance based on the principle
of effective implementation of internal control measures, adherence to the law and regulations and
accountability at all levels of the organization.

Your Company''s corporate governance practices are driven by effective and strong Board oversight,
timely disclosures, transparent accounting policies and high levels of integrity in decision making. The
corporate governance report of the Company for the Year Under Review as required under the applicable
SEBI Listing Regulations is attached hereto and forms part of this report. The requisite certificate from
Statutory Auditors, M/s Pricewaterhouse Chartered Accountants LLP confirming compliance with the
conditions of corporate governance is attached to the corporate governance report.

Annual Return

In terms of the provisions of section 92(3) of the Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014, the draft annual return of your Company for Year Under
Review has been uploaded at the Company''s website https://www.dic.co.in/sites/default/files/2025-02/
Annual%20Return-2024.pdf.

Credit Rating

Please refer to the appropriate section of corporate governance report for the details relating to the credit
rating assigned to the Company.

Corporate Social Responsibility

Acknowledging its responsibility towards the society, your Company has put in place a Corporate Social
Responsibility ("CSR”) Policy, which may be referred to at the Company''s website https://www.dic.co.in/
sites/default/files/2022-02/CSR%20Policy.pdfi The CSR Committee guides and monitors the activity
undertaken by the Company in this sphere.

During the Year Under Review, the Company did not have any obligation to contribute on Corporate
Social Responsibilities ("CSR”) activities, under Section 135 of the Companies Act, 2013 as your Company
did not fulfill the criteria as prescribed under Section 135(1) of the Companies Act, 2013.

However, due to its commitment to the society, your Company has voluntarily worked on the following
CSR initiatives under the thematic areas chosen:

a. The Company chose to continue with the initiative taken in the year 2023 basis the study of Maharaja
Sayaji Rao university (MSU) of Vadodara to do ''Needs assessment'' of social requirements of community
in Saykha village, particularly with respect to ''Health''. Based on findings of MSU, DIC India initiated a
project through a renowned NGO, ''Feedback Foundation'', which aims to make Saykha village a ''Zero
Waste'' location. This project is being done as part of ''Saksham'' initiative of the Company which aims
to promote ''Health'' SDG. With the involvement of the community and help of authorities, Feedback
foundation was able to finalize the land location & profile for Sanitation Park. The work may continue
in the next year as well basis the recommendation of CSR Committee.

b. With the aim of providing education to all, the Company initiated the program DEEKSHA through a
renowned NGO, Learning Links which aims to provide quality and holistic education to students with
sensitization on wellness from underserves community schools in Bharuch, Gujarat. The Company will
continue with this initiative in the next year as well.

The Company, during the Year Under Review has voluntarily contributed INR 18.80 Lakhs towards
Corporate Social Responsibility. The Annual Report on CSR activities, in terms of section 135 of the Act,
and the rules framed thereunder, is annexed to this report as Annexure 2.

Postal Ballot

During the Year Under Review, the Company has initiated a postal ballot for seeking shareholders''
approval for re-appointment of Mr. Manish Bhatia as the Managing Director and CEO of the Company.

The notice of the postal ballot was dispatched on December 02, 2024 and voting was closed on January
02, 2025.

The result of the postal ballot was announced on January 03, 2025.

The documents related to the postal ballot can be accessed from the website of the Company https://
www.dic.co.in/investors/corporate-news.

Board of Directors & Key Managerial Persons

Board:

As on December 31, 2024, the composition of the Board of Directors ("Board") is as follows:

S.No.	Name of the Director	Designation
1.	Mr. Rajeev Anand	Chairman of the Board (Independent Director)
2.	Mr. Prabal Sarkar	Independent Director
3.	Ms. Pritha Dutt	Independent Director
4.	Mr. Adnan Wajhat Ahmad	Independent Director
5.	Mr. Paul Koek	Non Executive Non Independent Director
6.	Mr. Ryohei Kohashi	Non Executive Non Independent Director
7.	Mr. Ji Xiang Jason Lee	Non Executive Non Independent Director
8.	Mr. Manish Bhatia	Managing Director & CEO

The Board is duly constituted with proper balance of executive & non- executive directors, independent
directors and woman director.

Mr. Masahiro Kikuchi resigned from the position of directorship with effect from January 11,2024.

During the Year Under Review, Mr. Ji Xiang Jason Lee was appointed as an additional director on February
22, 2024. The designation was changed from additional director to Non Executive Non Independent
Directors based on the approval of shareholders'' received in the annual general meeting held on March
22, 2024.

During the Year Under Review, the Board has proposed to re-appoint Mr. Manish Bhatia as the Managing
Director and CEO of the Company for another term of 03 year effective from January 30, 2025. Based on
the Board''s proposal, a postal ballot was also initiated during the Year Under Review, to seek shareholders''
approval for the same. Shareholders'' voting result in favour of the resolution was disclosed by the
Company on January 03, 2025.

Mr. Ryohei Kohashi has resigned from the Board with effect from January 01, 2025.

The requisite certificate(s) from the practicing company secretary confirming that none of the directors of
the Company have been debarred or disqualified from being appointed or continuing as directors of the
Company by Securities and Exchange Board of India/Ministry of Corporate Affairs or any such authority
is attached to the corporate governance report.

Key Managerial Persons

During the Year Under Review Mr. Raghav Shukla, Company Secretary and Corp GM-Legal has resigned
from the Company with effect from August 23, 2024. Ms. Meghna Saini was appointed as the Company
Secretary with effect from September 16, 2024. As on December 31,2024, below are the Key Managerial
Persons other than executive director & CEO of the Company:

S.No.	Name of the Key Managerial Person	Designation
1.	Mr. Gagandeep Singh	Chief Financial Officer
2.	Ms. Meghna Saini	Company Secretary

Director Retiring by Rotation

Pursuant to the provisions of Section 1 52(6) of the Companies Act, 2013, Mr. Ji Xiang Jason Lee, Non¬
Executive Director of the Company, being longest in the office, retires by rotation at the ensuing annual
general meeting and being eligible offers himself for re-appointment. He has given a declaration in terms
of Section 164(2) of the Companies Act, 2013 to the effect that he is not disqualified from being re¬
appointed as a Director of the Company.

Independent Directors

The Board has 4 (four) independent directors as on December 31, 2024, representing diversified fields
and expertise. Details are provided in the appropriate section of the corporate governance report. The
independent directors have submitted their declarations of independence stating that they meet the
criteria of independence as required in terms of the provisions of section 149 (7) of the Companies Act,
2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16
of the SEBI Listing Regulations, as amended from time to time.

The Company has also received confirmation from all the independent directors of their registration with
the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of
Section 1 50 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the independent directors possess the requisite expertise and experience
(including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) and are
persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules
made thereunder and are independent of the management.

Familiarisation Program for Directors

As a practice, all new directors (including independent directors) inducted to the Board are given a formal
orientation.

The familiarisation programme for the independent directors is customised to suit their individual
interests and area of expertise. The directors are usually encouraged to interact with members of senior
management as part of the induction programme. The senior management make presentations giving
an overview of the Company''s strategy, operations, products, markets and group structure, Board
constitution and guidelines, and the major risks and risk management strategy. This enables the directors
to get a deep understanding of the Company, its people, values and culture and facilitates their active
participation in overseeing the performance of the management.

The details of the familiarization program conducted during the Year Under Review can be accessed from
https://www.dic.co.in/sites/default/files/2024-12/Familiarization%20Programme%202024_0.pdf.

Meetings of the Board & Committees of the Board

The Board met ten times during the Year Under Review. The intervening gap between two consecutive
meetings of the Board did not exceed one hundred and twenty days during the Year Under Review.
The Committees of the Board ("Committee") usually meet the day before or on the day of the Board
meeting, or whenever the need arises for transacting business.

The Board meetings were conducted in due compliance with and following the procedures prescribed in
the Companies Act, 2013, SEBI Listing Regulations and applicable secretarial standards.

In terms of the provisions of rule 8 of schedule IV to the Companies Act, 2013 one separate meeting of
the independent directors excluding all other directors of the Company was also conducted on August
13, 2024. Reference is invited to the annexed corporate governance report for details thereof

The details of Board and Committee meetings held during the Year Under Review and directors attending
the same are given in the corporate governance report forming part of this Report.

Constitution of Committees

As on December 31, 2024, there are four statutory Board level committees:

• Audit Committee

• Stakeholders'' Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

Further, in view of timely assessment and mitigation of risk the Board has also constituted Risk Management
Committee to assist Board on risk management and mitigation framework.

The details with respect to the composition, terms of reference and other details of all the aforementioned
committees of the company have been elaborated in the corporate governance report annexed to this
Report.

Nomination & Remuneration Policy

The Company has devised a Nomination and Remuneration Policy ("NRC Policy") which inter alia sets
out the guiding principles for identifying and ascertaining the integrity, qualification, expertise and
experience of the person for the appointment as directors, key managerial personnel ("KMPs") and
senior management personnel ("SMPs").

The NRC Policy has been framed with the objective-

(i) to ensure that appointment of directors, KMPs and SMPs and their removals are in compliances with
the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations;

(ii) to set out criteria for the evaluation of performance and remuneration of directors, KMPs and SMPs;

(iii) to adopt best practices to attract and retain talent by the Company; and

(iv) to ensure diversity of the Board of the Company

The NRC Policy specifies the manner of effective evaluation of performance of Board, its committees
and individual directors to be carried out either by the Board, by the Nomination and Remuneration
Committee or by an independent external agency and review its implementation and compliance. During
the Year Under Review, there has been no change in the NRC Policy.

The NRC Policy of the Company can be accessed at the website of the Company at https://www.dic.co.in/
sites/default/files/2025-02/Nominattion%20and%20ReiTiuneration%20Policy.pdfi

Performance Evaluation

During the Year Under Review, the formal annual evaluation of the performance of the Board, its
committees and individual directors was carried out, in the Company by the independent directors, and
the Board, in compliance with the Companies Act, 2013 and SEBI Listing Regulations, as amended from
time to time.

The performance of non-independent directors, Board as a whole and the chairman was done by the
independent directors of the Company. Performance evaluation of independent directors was done by
the entire Board, excluding the independent director being evaluated.

An indicative criterion of evaluation was circulated to the directors to facilitate such evaluation. Based on
the feedback of the directors and on due deliberations of the views and counter views, the evaluation
was carried out in terms of the NRC Policy and such indicative criterion. The Board sought the feedback
of directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate
governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India.

The evaluation process endorsed the Board confidence in the ethical standards of the Company, the
resilience of the Board and the management in navigating the Company during challenging times,
cohesiveness amongst the Board, constructive relationship between the Board and the management,
and the openness of the management in sharing strategic information to enable Board to discharge their
responsibilities and fiduciary duties.

Whistle Blower Policy & Vigil Mechanism

In compliance with the provisions of section 177 of the Companies Act, 2013 and regulation 22 of the
SEBI Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism for
Directors, employees and other stakeholders which provides a platform to them for raising their voice
about any breach of code of conduct, financial irregularities, illegal or unethical practices, unethical
behavior, actual or suspected fraud, health, safety and environmental issues. Adequate safeguards are
provided against victimization of stakeholders who use such mechanism and direct access to the Chairman
of the Audit Committee in appropriate cases is provided.

The aforesaid policy may be accessed at the website of the Company at https://www.dic.co.in/sites/
default/files/2021-04/Whistle_Blower_Policy_0.pdfi

Adequacy of Internal Financial Controls

The Company has robust internal financial controls systems which is in line with requirement of Companies
Act, 2013 which is intended to increase transparency and accountability in organizations process of
designing and implementing a system of internal control.

The Company uses SAP ERP systems as a business enabler and to maintain its books of accounts. The
transactional controls built into the SAP ERP systems ensure appropriate segregation of duties, appropriate
level of approval mechanism and maintenance of supporting records. Detailed procedural manuals are in
place to ensure that all the assets are protected against loss and all transactions are authorized, recorded
and reported correctly. The internal control systems of the Company are monitored and evaluated
by internal auditors and their audit reports are reviewed by the Audit Committee of the Board. The
observations and comments of the Audit Committee are placed before the Board.

Based on the results of such assessments carried out by the management, no reportable material weakness
or significant deficiencies in the design or operation of internal financial control was observed.

Risks & Mitigation Steps

The Board has adopted a risk management policy where various risks faced by the Company have been
identified and a framework for risk mitigation has been laid down. Even though not mandated, the
Company has constituted a Risk Management Committee to monitor, review and control risks. The risks
and its mitigating factors are discussed in the Board.

Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable
secretarial standards issued by The Institute of Company Secretaries of India and such systems are
adequate and operating effectively.

Particulars of Loans, Guarantees or Investments

The particulars of loans given, investment made and guarantees provided by the Company, under Section
186 of the Companies Act, 2013, as at December 31,2024, are placed here below:

Intercorporate loans	NIL
Intercorporate guarantee	NIL
Intercorporate investments	NIL

The relevant sections of the financial statements may also be referred for the details on intercorporate
loans, guarantee or investment.

Subsidiary/Associates/Joint Venture Companies

The Company does not have any subsidiary/associate/joint venture company for the year ended December
31,2024.

Deposits

During the year under review, your Company did not accept any public deposits under Chapter V of the
Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was
outstanding as of December 31, 2024.

Energy, Technology & Foreign Exchange

As required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign
Exchange earnings & outgo is annexed and forms a part of this Report as Annexure 3.

Human Resources

DIC India believes that the competence and commitment of our employees are the key differentiating
factors which enable our organization to create value by offering quality products & services to our
customers. We strive to create a harmonious work environment & strengthen our work culture to drive
high level of performance orientation. As a part of the culture, we are committed towards scaling up
competence level of employees & offering them a long-term career to attract & retain talent. As on
December 31, 2024, the Company had 347 employees (previous year 357) on its direct pay roll.

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
as amended, forms part of this Report as Annexure 4. As per the provisions of Section 136(1) of the
Companies Act, 2013, the Annual Report excluding the information on employee''s particulars under Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is being
sent to the members which is, however, available for inspection in electronic mode. Members can inspect
the same by writing to [e-mail]. Any member interested in obtaining such information may
write to the Company Secretary and the same will be furnished without any fee.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on
Prevention, Prohibition and Redressal of Sexual harassment in line with the requirements of the Sexual
harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH Act'') and
the rules framed thereunder. Internal Committees (IC) have been set up to redress complaints received
regarding sexual harassment.

During the year under review, no complaint of sexual harassment was received by the Company and the
policy is available on https://www.dic.co.in/investors/policies.

Particulars of Contracts or Arrangements with Related Parties

All the contracts/arrangements/transactions etc. entered into by the Company with related parties were
in ordinary course of business and on arm''s length basis in terms of provisions of Companies Act, 2013.

Omnibus approval from the Audit Committee is obtained for all transactions with related parties and all

such transactions are reviewed by the Audit Committee every quarter. The Audit Committee takes into
consideration for approving all related party transactions from the perspective of fulfilling the criteria of
meeting arm''s length pricing.

As per SEBI Listing Regulations, if any related party transactions exceeds Rs. 1000 crore or 10% of the
annual turnover as per the latest audited financial statement, whichever is lower, would be considered
as material and requires member approval. In this regard, the Company has not exceeded the limit as
specified above and therefore no member''s approval was required.

Related Party Transaction Policy has been adopted by the Board of Directors for determining the materiality
of transactions with related parties and dealings with them. The said policy may be referred to, at the
Company''s websitehttps://www.dic.co.in/sites/default/files/2021-01/related-party-policy.pdf.

The Company in terms of Regulation 23 of the SEBI Listing Regulations regularly submits within the
prescribed time from the date of publication of its financial results for the half year, disclosure of related
party transactions in the format specified to the stock exchange.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors to the best of their
knowledge and ability confirms that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures, if any;

ii. The directors had 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 and loss of the company for that
period;

iii. The directors had taken proper and sufficient care 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;

iv. The directors had prepared the annual accounts on a going concern basis; and

v. The directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

Statutory Auditors

As per the provisions of the Act, the Company appointed M/s. Price Waterhouse Chartered Accountants LLP
as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of the
75th Annual General Meeting held on March 22, 2023 till the conclusion of 80^th Annual General Meeting.

Statutory Auditors'' Observations

The auditors'' report on the financial statements for the financial year ended December 31, 2024 is an
Un-modified report and does not contain any qualification, report of fraud, reservation, adverse remark
or disclaimer and do not call for any further comments.

Secretarial Auditor

The provisions of Section 204 of the Companies Act, 2013 mandates secretarial audit of the Company
by a Company Secretary in Practice. The Board appointed M/s. T. Chatterjee & Associates, Practicing
Company Secretary (Firm Registration No. P2007WB067100) as the Secretarial Auditor for the financial
year ending December 31, 2024. The secretarial auditors'' report for the financial year ending December
31, 2024 is annexed to this Report as Annexure 5. There are no qualification, reservation, adverse
remark or disclaimer in the said report and do not call for any further comments. However, the settlement
application suo moto filed by the Company has been noted by the Secretarial Auditor in their report
annexed herewith.

Detail of Application Made or Any Proceeding Pending Under the Insolvency and Bankruptcy
Code, 2016

During the financial Year Under Review, neither any application is made by the Company nor any
proceeding is pending under the Insolvency And Bankruptcy Code, 2016.

Transfer to Investor Education & Protection Fund

During the financial year ended December 31, 2024, unpaid or unclaimed dividend for the financial
year ended December 31, 2016 amounting to INR 3,21,184 were transferred to the Investor Education
and Protection Fund established by the Central Government, in compliance with section 125 of the
Companies Act, 2013. Further, 13,739 shares were transferred to Investor Education and Protection Fund
during Financial Year ended December 31,2024.

Significant & Material Orders

There were no significant and material orders passed in relation to the Company, during the Year Under
Review.

Other Disclosure

During the financial Year Under Review, disclosure with respect to details of difference between amount
of the valuation done at the time of one time settlement and the valuation done while taking loan from
the banks or financial institutions along with the reason thereof is not applicable.

Acknowledgement

The continued co-operation and support of its loyal customers has enabled the Company to make every
effort to understand their unique needs and deliver maximum customer satisfaction. Our employees at
all levels, have been core to our existence and their hard work, co-operation and support is helping us
as a Company face all challenges. Our vendors, who form a part of our global footprint reinforce our
presence across the globe and relentlessly push forward in establishing the DIC brand. Our Company is
always grateful for their efforts. The flagbearers of fair play and regulations, which includes the regulatory
authorities, the esteemed league of bankers, financial institutions, rating agencies, stock exchanges and
depositories, auditors, legal advisors, consultants and other stakeholders have all played a vital role in
instilling transparency and good governance. The Company deeply acknowledges their support and
guidance.

For and on behalf of the Board

Sd/- Sd/-

Rajeev Anand Manish Bhatia

Director Managing Director &

February 21,2025 DIN: 02519876 Chief Executive Officer

Noida DIN: 08310936

---

Dec 31, 2018

The Directors have pleasure in presenting the Annual Report for the year ended December 31,2018.

Particulars	Rs. in Million	Rs. in Million
	2018	2017
Sales/ Operating Revenue excluding Excise Duty	8,379.60	7382.91
Other Income	145.51	28.41
Total Revenue	8,525.11	7,411.32
Profit/ (Loss) before Taxation and Exceptional Item	(58.90)	(37.37)
Exceptional Item	-	(120.59)
Provision for Taxation including Deferred Taxation	34.33	(40.04)
Other Comprehensive Loss	(5.45)	(5.76)
Total Comprehensive Loss	(98.68)	(123.69)

TRANSFER TO RESERVES

The Company has not transferred any sum to the Reserve for the financial year ended December 31,2018. DIVIDEND

In view ofthe loss, your Directors regret their inability to recommend any dividend for the year.

CHANGE IN SHARE CAPITAL

The paid up share capital of the Company as on December 31, 2018 was Rs. 91.79 million and there has been no change in the capital structure ofthe Company.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

BOARD MEETINGS

The Board evaluates all the decisions on a collective consensus basis amongst the Directors. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

During the financial year ended December 31, 2018, 7 (seven) Meetings ofthe Board of Directors ofthe Company were held.

The details of the Board Meetings held during the F.Y. 2018 have been furnished under Clause I(2)(D) in the Corporate Governance Report forming apart ofthis Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and the same have been placed and noted by the Board in its meeting held on January 30,2018.

REMUNERATION POLICY

ANomination and Remuneration Policy formulated and adopted on December 5,2014, pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto inter alia define the Companies policy on Directors’ appointment and remuneration by the Nomination and Remuneration Committee.

The said policy may be referred to, at the Company’s official website at the weblink, http://www.dicindialtd.co/corp-gov-nrp.html.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan, guarantees or made any investments exceeding the limits prescribed in Section 186 ofthe Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

A Related Party Policy has been adopted by the Board of Directors at its meeting held on December 5, 2014 for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Company’s official website at the weblink, http://www.dicindialtd.co/corp-gov-rptp.html. The Audit Committee reviews all related party transactions quarterly.

Further, during the year there were no material related party contracts entered into by the Company and all contracts were at arm’s length and in ordinary course of business.

EXTRACT OFANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 may be referred to, at the Company’s official website at the weblink, http://www.dicindialtd.co.

ANNUAL EVALUATION OF BOARD’S PERFORMANCE

According to Regulation 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting ofthe Independent Directors was held on February 6,2018 to inter alia, evaluate the performance of the Non-Independent Directors, including the Chairman. The Board thereafter in its meeting held on the same day evaluated the performance ofthe Independent Directors in terms of Schedule IV ofthe Companies Act, 2013.

As a familiarization programme to enable the Board members to take informed decisions, the Management presents a quarterly review of the Industry outlook, company performance, operations, financial statements etc before the Board.

The Nomination & Remuneration Committee evaluates and recommends to the Board the compensation and benefits of the executive Board members and Leadership team of the Company. The MD & CEO in consultation with the Corporate General manager - HR evaluates and decides the annual compensation of all other officers.

CAPITAL EXPENDITURE

Capital Expenditure during the year, towards tangible & intangible assets, amounted to Rs. 171.17 million, a major part of which was spent on Plant & Machinery.

ENERGY, TECHNOLOGY &FOREIGN EXCHANGE

As required under Section 134(3)(m) ofthe Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed and forms a part of this Report marked as AnnexureA.

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

The Company does not have any subsidiary/associate/joint venture company for the year ended December 31,2018.

HUMAN RESOURCES

DIC India believes that the Competence and Commitment of our employees are the key differentiating factors which enable our organization to create value by offering quality products & services to our customers. We strive to create a harmonious work environment & strengthen our work culture to drive high level of performance orientation. As a part of the culture, we are committed towards scaling up competence level of employees & offering them a long term career to attract & retain talent. As on December 31,2018, the Company had 525 employees (previous year 522) on its direct pay roll.

Information in accordance with the provisions of Section 197(12) ofthe Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report marked as AnnexureB. As per the provisions of Section 136(1) ofthe Companies Act, 2013, the Annual

Report excluding the information on employee’s particulars is being sent to the members which is, however, available for inspection at the Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, your Company has in place a Policy for Prevention of Sexual Harassment of Women at Work Place and constituted an Internal Complaints Committees (ICC). No complaint has been raised during the year ended December 31,2018.

WEBSITE OFTHE COMPANY

The Company maintains a website www.dicindialtd.co where detailed information of the Company and its products are provided.

WHISTLE BLOWER MECHANISM

The Company has an updated Whistle Blower Policy in place. The said policy may be referred to, at the Company’s official website at the weblink, http://www.dicindialtd.co/investers-wbp.html.

INTERNAL CONTROL SYSTEMS

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of its business. Detailed procedural manuals are in place to ensure that all the assets are protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are reviewed by the Audit Committee of the Board of Directors. The observations and comments ofthe Audit Committee are placed before the Board.

LISTING WITH STOCK EXCHANGES

Your Company is listed with The Calcutta Stock Exchange Limited, BSE Limited and National Stock Exchange of India Limited and the Company has paid the listing fees to each ofthe Exchanges.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status ofthe Company and its future operations.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished under Clause 1(3) in the Corporate Governance Report forming a part of this Annual Report. There had been no instances where the Board has not accepted the recommendations ofthe Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Acknowledging its responsibility towards the society, your Company has put in place a CSR Policy, which may be referred to at the Company’s official website at the weblink, http://www.dicindialtd.co/corp-gov-csr.html. The CSR Committee guides and monitors the activity undertaken by the Company in this sphere.

Pursuant to the provisions of Sec 135 of the Companies Act, 2013 and applicable Rules and recent amendment, for the year ended December 31,2018, the Company was not required to make any expenditure towards CSR. However, the Company made a voluntary expenditure of Rs. 2.44 million in continuation ofthe ongoing projects.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investors’ protection and maximizing long-term shareholders’ value. The certificate of the Statutory Auditors, M/s Deloitte Haskins & Sells LLPs, confirming compliance of conditions of Corporate Governance as stipulated under Schedule V(E) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed.

HEALTH, SAFETY AND ENVIRONMENT

Your Directors give high importance to Safety and Health ofour employees and environmental surroundings in which we operate. All ESH activities are being driven and monitored by Company’s ESH function. In addition your Directors also take note ofthe quarterly ESH performance during their quarter end reviews. At a Corporate level all the activities of ESH function are periodically monitored and reviewed through the Group’s regional office in Singapore.

At DIC India we believe in systems based approach which is ratified by Occupational Health & Safety System (OHSAS 18001), Environment Management System (ISO 14001), and Quality Management System (ISO 9001) recertification for all ofour four manufacturing plants in India.

Year 2018 was also good in terms of ESH performance. We improved our process of hazard recognition and near miss reporting, which helped us in having only 4 Loss Work Days due to Injury compared with 17 Loss Work Days last year.

On Environment front we have planted more than 200 trees at our Ahmedabad plant. We replaced our old equipment with energy efficient equipment and changed our Boiler liquid fuel to more efficient gas based fuels which helped us in reducing our normalized C02 emission by more than 7%. Our normalized water consumption has also reduced significantly by more than 23% compared with last year, as we have installed high efficiency chillers and started using recycled domestic waste water for gardening purposes.

INFORMATION SYSTEM

Information Technology (IT) plays a vital role, facilitating informed decision-making to grow the business. Over the years, the Company has invested extensively in IT infrastructure, people and processes with the objective to capture, protect and transmit information with speed and accuracy. To align with the DIC Group requirement, the Company has installed SAP ERP suite for a reliable, comprehensive and integrated business solution. The integrated IT & SAP ERP Suite enables the Management team to make timely and informed business decisions based on MIS, which is directly derived from real time transactional data.

DIRECTORS

During the year under review, Mr. Shailendra Singh resigned as Managing Director and CEO ofthe Company due to personal reasons. His resignation was effective December 11,2018.

Mr. Manish Bhatia joined the Company as Chief Executive Officer effective December 11,2018. Mr. Manish Bhatia has been further appointed as Managing Director and CEO effective January 30,2019 for which Company is seeking approval of shareholders at the ensuing Annual General Meeting. The profile of Mr. Manish Bhatia is given in the Notice ofthe Annual General Meeting.

In terms of Articles of Association of the Company, Mr. Ho Yeu Guan retires from the Board by rotation and being eligible, offer himself for re-appointment.

The following persons have been designated as Key Managerial Personnel ofthe Company pursuant to Section 2(51) and Section203 ofthe CompaniesAct, 2013 read with the Rules framed thereunder.

1. Mr. Manish Bhatia - Managing Director & Chief Executive Officer

2. Mr. Sandip Chatterjee-ChiefFinancialOfficer

3. Mr. Raghav Shukla- General Manager-Legal & Company Secretary

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) ofthe Act, the Directors state that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. The Directors had 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 ofthe state of affairs of the company at the end ofthe financial year and ofthe Profit and Loss ofthe company for that period;

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

iv. The Directors had prepared the annual accounts on a going concern basis; and

v. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COSTAUDIT

Inaccordance with the provisions of Section 148 ofthe Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, the Company is required to appoint a cost auditor to audit the cost records of the applicable products of the Company relating to the business of manufacturing printing inks. Accordingly, M/s. Sinha Chaudhuri & Associates, Cost Accountants (Firm regn. No. 000057) were appointed as the Cost Auditors for auditing the Company’s cost accounts for the year ended December 31,2018.

STATUTORYAUDITORS

As per the provisions ofthe Act, the Company appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of the ensuing 70th Annual General Meeting held on March 22,2018.

STATUTORYAUDITORS’ OBSERVATIONS

The notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report is an Un-modified report and does not contain any qualification, report of fraud, reservation, adverse remark or disclaimer and do not call for any further comments.

SECRETARIAL STANDARDS

The Company has in place proper system to ensure compliance with the provisions of the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

SECRETARIALAUDITOR

The provisions of Section 204 read with Section 134(3) ofthe Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after April 1, 2014 by a Company Secretary in Practice. The Board in its meeting held on February 6, 2018 appointed M/s. T. Chatterjee & Associates, Practicing Company Secretary (Firm Registration No. S2007WB097600) as the Secretarial Auditor for the financial year ending December 31, 2018. The Secretarial Auditors’ Report for the financial year ending December 31, 2018 is annexed to the Boards’ Report. There are no qualification, reservation, adverse remark of disclaimer in the said report and do not call for any further comments.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

During the financial year ended December 31, 2018, unpaid or unclaimed dividend for the financial year ended December 31, 2010 amounting to Rs. 0.27 million were transferred to the Investor Education and Protection Fund established by the Central Government, incompliance with section 125 ofthe Companies Act, 2013.

RESEARCH & DEVELOPMENT

The In-house R&D facilities at Kolkata, Bengaluru and Noida are registered with the Department of Scientific and Industrial Research (DSIR), Government of India, Ministry of Science and Technology, New Delhi. The necessary approval for In-house R&D facilities u/s 35(2AB) of Income Tax Act, 1961 for the above facilities was valid till March 31,2018 and the Company has filed necessary application for renewal. The approval is awaited.

RISKS & MITIGATING STEPS

The Board has adopted a risk management policy where various risks faced by the Company have been identified and a framework for risk mitigation has been laid down. Even though not mandated, the Company has constituted a Risk Management Committee to monitor, review and control risks. The risks and its mitigating factors are discussed in the Board.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the employees, customers, shareholders, suppliers, bankers, business partners/associates, financial institutions, Securities and Exchange Board of India and Central and State Governments for their consistent support and encouragement to the Company.

On behalf of the Board

Sd/-

Dipak Kumar Banerjee

Chairman

DIN:00028123

Sd/-

Manish Bhatia

Place : Noida Managing Director & CEO

Date: January 30, 2019 DIN: 08310936

---

Dec 31, 2016

The Directors have pleasure in presenting the Annual Report for the year ended December 31 2017.

TRANSFER TO RESERVES

The Company proposes to transfer a sum of Rs. 0.5 million to Reserve during the financial year ended December 311 2016.

DIVIDEND

Your Board recommends the rate of dividend declared to be Rs 4.00 per share (FY2C5 - Rs 4.00 per share), subject to approval of shareholders at the ensuing Annual General Meeting.

CHANGE IN SHARE CAPITAL

The paid up share capital of the Company as on December 30 2016 was Rs 9.98 million and there has been no change in the capital structure of the Company.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

BOARD MEETINGS

The Board evaluates all the decisions on a collective consensus basis amongst the Directors. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 203.

During the financial year ended December 3} 20I>, 6 (six) Meetings of the Board of Directors of the Company were held.

The details of the Board Meetings held during the F y206) have been furnished under Clause I(2)(D) in the Corporate Governance Report forming a part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 49(6) of the Companies Act, 203 and the same have been placed and noted by the Board in its meeting held on February % 207

REMUNERATION POLICY

A Nomination and Remuneration Policy formulated and adopted on December 5, 204, pursuant to the provisions of Section 78 and other applicable provisions of the Companies Act, 20B and Rules thunder alia define the Companies policy on Directors'' appointment and remuneration by the Nomination and Remuneration Committee.

The said policy may be referred to, at the Company''s official website at the we blink, http//www.dicindialtd.co/ policies.html.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loan, guarantees or made any investments exceeding the limits prescribed in Section 86 of the Companies Act, 203.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

A Related Party Policy has been adopted by the Board of Directors at its meeting held on December 5, 204 for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Company''s official website at the we blink, http//www.dicindialtd.co/policies.html. The Audit Committee reviews all related party transactions quarterly.

Further the members may note that the Company has not entered into the following kinds of related party transactions:

- Contracts/arrangement/transactions which are not at arm''s length basis

- Any Material contracts/arrangement/transactions EXTRACT OFANNUALRETURN

The details forming part of the extract of the Annual Return in form MGT 9 forms part of this report and is annexed herewith and marked as Annexure D.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE

According to Regulation of 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2C5, a meeting of the Independent Directors was held on February 5, 2016 to inter alia, evaluate the performance of the Non-Independent Directors, including the Chairman. The Board thereafter in its meeting held on the same day evaluated the performance of the Independent Directors.

As a familiarization programme to enable the Board members to take informed decisions, the Management presents a quarterly review of the Industry outlook, company performance, operations, financial statements etc before the Board.

CAPITAL EXPENDITURE

Capital Expenditure during the year, towards tangible & intangible assets, amounted to Rs. 137.75 million, a major part of which was spent on plant &machinery and building

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

As required under Section 34(3)(m) of the Companies Act, 2C3 read with the Companies (Accounts) Rules, 2CH-, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings &outgo is annexed and forms a part of this Report marked as Annexure A.

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

The Company does not have any subsidiary/associate/joint venture company for the year ended December 311 2016. HUMAN RESOURCES

Your Company believes that the competence and commitment of the people are the principal driver of competitive advantage that enable the enterprise to create and deliver value. The industrial relations climate of your Company continues to remain harmonious with focus on improving productivity, quality and safety. Efforts are continuously made to strengthen organizational culture in order to attract and retain the best talent in the industry. Training needs are identified in a systematic manner and regular training programmes are organized. The Board appreciates the commitment and support of the employees and looks forward to their continued support.

Information in accordance with the provisions of Section 197(2) of the Companies Act, 2C3 and Rules made there under, forms part of this Report marked as Annexure C. As per the provisions of Section 36(1) of the Companies Act, 203, the Annual report excluding the information on employee''s particulars is being sent to the members which is, however, available for inspection at the Registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION&REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2C3 and Rules made there under, your Company has in place a Policy for Prevention of Sexual Harassment of Women at Work Place and constituted an Internal Complaints Committees (ICC). No complaint has been raised during the year ended December 311 2QE

WEBSITE OF THE COMPANY

The Company maintains a websityevw.dicindialtd.co where detailed information of the Company and its products are provided.

WHISTLE BLOWER MECHANISM

The Company has an updated Whistle Blower Policy in place. The said policy may be referred to, at the Company''s official website at the we blink, http://www.dicindialtd.co/policies.ht ml

INTERNAL CONTROL SYSTEMS

Your Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board.

LISTING WITH STOCK EXCHANGES

Your Company is listed with The Calcutta Stock Exchange Limited, BSE Limited and National Stock Exchange of India Limited and the Company has paid the listing fees to each of the Exchanges.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished under Clause I(3) in the Corporate Governance Report forming a part of this Annual Report. There had been no instances where the Board has not accepted the recommendations of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Acknowledging its responsibility towards the society, your Company has put in place a CSR Policy, which may be referred to at the Company''s official website at the we blink, http://www.dicindialtd.co/corporate-social-responsibility.htmlThe CSR Committee guides and monitors the activity undertaken by the Company in this sphere.

Pursuant to the provisions of Sec 35 of the Companies Act, 203 and applicable Rules, for the year ended December 3} 201), the Company was required to spent Rs 2.85 million in its CSR funds. Details of the project undertaken under CSR and expenses incurred during the year forms a part of the Report as Annexure B.

As informed, your Company has focussed on child education as its core CSR activity and has partnered with Child Relief and You (CRY) to fund its Vikramshila Project in Monteswar block of Burdwan district in West Bengal which is expected to benefit students in that area who due to various reasons like lack of infrastructure, have no access to proper education.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investors'' protection and maximizing long-term shareholders value. The certificate of the Auditors, M/s Lovelock & Lewes, confirming compliance of conditions of Corporate Governance as stipulated under Schedule V(E) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 205 of the Stock Exchanges is annexed.

SAFETY AND ENVIRONMENT

Environment, Safety and Health (ESH) is the topmost priority of our organization. Your Directors, through the Company''s Safety, Health and Environment Department, oversee and review the audit plans which ensure comprehensive coverage of all Company locations. In addition, the operations of the Company are also reviewed on a global scale by DIC Corporation, Japan on a periodical basis. We believe in our Policy statement which also highlights that No job is so important that Safety and Health of everyone concerned can be compromised. All our manufacturing plants are certified for ISO 900 MDl and OHS AS 80$

Year 20I> was phenomenal for Safety performance when the number of recordable cases have reduced from 5 in 205 to 5 in 20I>. With this performance our Total Recordable Incident Rate (TRIR) has come down all time record low to 2.44. The major factor contributed towards this achievement, was Safety talk initiative, which highlights proactively all unsafe conditions and acts, before leading to any incident / accident.

A lot of work has been done on the Environment front as well. Total waste/Ton of production has been reduced from 3114 Kg/Ton to 24.2 Kg/Ton of production. To reduce Carbon footprints, steps have been initiated by converting the fuels used in Them packs from Diesel to Gas at Ahmadabad and Bangalore plant.

INFORMATION SYSTEM

In a business where information is critical, Information Technology plays a vital role, facilitating informed decision-making to grow the business. Over the years, the Company has invested extensively in infrastructure, people and processes with the objective to capture, protect and transmit information with speed and accuracy.

To align with the DIC Group requirement, the Company has installed SAP ERP suite for a reliable, high end, comprehensive, disciplined and integrated business solution.

DIRECTORS

In the Annual General Meeting held on June 27, 2C4-, the members had approved the appointment of Mr Utpal Sengupta, Independent Director for a term of 3 years. As per the provision of Sec 49(6) of the Companies Act, 2C3, an independent Director may be appointed for two consecutive terms of 5 years each. Accordingly, the Board in its meeting held on February 8, 2C7 had approved and recommended the re-appointment of Mr Utpal Sengupta for a further tenure of 3 years with effect from June 27, 2C7.

To broad base the Board of Directors of the Company, Mr. Partha Mitra was inducted into the Board with effect from February 8, 2C7 as an Additional Director whose term shall be till the date of forthcoming Annual General Meeting.

M r Partha Mitra, an Independent Director, is not related to any Director in the Company and does not hold any shares in the Company. The Company has received a notice from shareholders pursuant to Section EC of the Companies Act, 2C3 proposing the re-appointment of Mr Sengupta and Mr Mitra alongwith the requisite fees. Appropriate resolution seeking their appointment are appearing in the Notice convening the Annual General Meeting of the Company.

In terms of Articles of Association of the Company, Mr. Naoyoshi Furuta retire from the Board by rotation and being eligible, offer himself for re-appointment. The appointments of Mr. Furuta, Mr. Sengupta and Mr. Mitra form part of the Notice of Annual General Meeting and the Resolutions are recommended for your approval.

T he profiles of Mr Sengupta, MrM itra and Mr. F uruta are given in the Notice of the Annual General Meeting.

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(5) and Section 203 of the Companies Act, 2C3 read with the Rules framed there under.

1 Mr. Shailendra Hari Singh - Managing Director and Chief Executive Officer

2. Mr. S andip Chatterjee - Chief Financial Officer

3. Mr. Banibrata DeSarkar- Company Secretary DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Directors state that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. The Directors had 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 and loss of the company for that period;

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

iv. The Directors had prepared t he annual account s on a going concern n bas is; and

v. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COST AUDIT

In accordance with the provisions of Section 18 of the Companies Act, 203 and the Companies (Audit &Auditors)

Rules, 204, the Company is required to appoint a cost auditor to audit the cost records of the applicable products of the Company relating to the business of manufacturing printing inks. Accordingly, M/s. Sinha Chaudhuri & Associates, Cost Accountants (Firm regn No. 000057) were appointed as the Cost Auditors for auditing the Company''s cost accounts for the year ended December 3} 201).

STATUTORY AUDITORS

The Ministry of Corporate Affairs vide its Companies (Removal of Difficulties) Third Order, 206 dated 30th June 201) had directed that companies should comply with requirements of the provisions of Section 39(2) of the Companies Act, 203 covering appointment of auditors within a period which shall not be later than the date of the first annual general meeting of the company held after three years from the date of commencement of this Act.

Accordingly, M/s. Lovelock & Lewes, Chartered Accountants (FRN 300566), retiring Auditors, being eligible, offer themselves for re-appointment.

STATUTORY AUDITORS'' OBSERVATIONS

The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report is an U n-modified report and does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR

The provisions of Section 204 read with Section 34(3) of the Companies Act, 203 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after April , 204 by a Company Secretary in Practice. The Board in its meeting held on February 8, 20F ratified the appointment of Mr. Tarun Chatterjee, Practising Company Secretary (Certificate of Practice No. 6935) as the Secretarial Auditor for the financial year ending December 3} 206. The Secretarial Auditors'' Report for the financial year ending December 3} 20I> is annexed to the Boards'' Report.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

The Company has transferred a total sum of Rs.0.P million during the financial year 206 to the Investor Education & Protection Fund established by the Central Government, in compliance with Section 25 of the Companies Act,

203.

RESEARCH & DEVELOPMENT

The Company has obtained approval for In-house R&D facilities u/s 35(2AB) of Income Tax Act, B61for its units at Kolkata, Bengaluru and Noida from Government of India, Ministry of Science and Technology, New Delhi. This approval is valid till March 3} 208. The Company will make suitable applications for renewal of approval for the above facilities in due course.

RISKS & MITIGATING STEPS

As a matter of prudent management, the Board has adopted a risk management policy where it has identified various risks faced by the Company along with proper framework for risk mitigation. A combination of policies and procedures attempts to counter risk as and when they evolve. Even though not mandatorily required, the Company has formed a Risk Management Committee which monitors various functions and reviews structures present so that risks are inherently monitored and controlled. The risks and its mitigating factors are discussed by the Committee and subsequently placed before the Board for their opinion and advice. The current risk management report was discussed by the Board in its meeting held on December 4, 20I>.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the employees, customers, shareholders, suppliers, bankers, business partners/associates, financial institutions, Securities and Exchange Board of India and Central and State Governments for their consistent support and encouragement to the Company.

On behalf of the Board

Sd/-

Dr. Prabir Kumar Dutt

Chairman

Sd/-

Place: Kolkata Shailendra Hari Singh

Date: February 8, 207 Managing Director & CEO

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Dec 31, 2015

PERFORMANCE REVIEW

The Company recorded a turnover of Rs.7460.62 million as against Rs.7186.95 million in the previous year registering an increase of 5 % in terms of value as well as volume. Coupled with a fall in input prices and adopting various strategies, the Company went from a Loss (before tax) of Rs.392.23 million in the previous year to profit before tax of Rs 402.97 million. Similarly, profit after tax was Rs 297.12 million as against a negative profit after tax of Rs.308.90 million.

(Rs. In Million)

2015 2014

Sales excluding excise duty 7460.62 7186.95

Other Income 34.78 35.04

Total Revenue 7495.40 7221.99

Profit before Taxation 402.97 (392.23)

Provision for Taxation including deferred taxation (105.85) 83.34

Profit after Tax 297.12 (308.89)

Profit brought forward from the previous year 1203.81 1512.71

Amount available for Appropriation: 1480.23 1203.81

Appropriation- Proposed Dividend 36.72 -

Tax on Dividend 7.47 -

General reserve 10.00 -

Balance Carried Forward 1435.06 1203.81

The Company operates in two segments - printing inks and lamination adhesives. While the Company registered an increase of 2.68% in the turnover of printing inks at Rs 6933.26 million (previous year Rs 6752.14 million), it registered an increase of 19.64% in the turnover of lamination adhesives which increased from Rs 469.85 million in the previous year to Rs 562.14 million during the year under review. The profit from the ink segment and lamination adhesives were Rs 536.86 million (previous year loss of Rs 211.12 million) and Rs 27.59 million (previous year loss of Rs 11.79 million) respectively.

The Board in its meeting held on 23rd March 2015 had appointed Mr. Shailendra Hari Singh as the Managing Director and CEO with effect from 23rd March 2015 for the period of five years.

To ensure that the Company is able to maintain its profitability, your management has taken several steps like cost effectiveness, rationalization of expenditures, improving operational efficiencies and induction of new technology. The Management expects that the Company would be able to repeat its performances in the future also.

OPPORTUNITIES, THREATS, RISKS AND CONCERNS

Your company actively seeks out opportunities available in the market and works on converting the opportunities into viable market. The primary threat comes from the fact that the opportunities are equally visible to your Company's competitors who are also trying to exploit the opportunity to their benefit. A combination of product innovations, consistent quality delivery and continuous enhancement of capability and efficiency of distribution pipeline will help your Company address the threat.

The growth of the Company is linked to the overall economic growth. Primary risk to the business will be on account of adverse changes to the economy. Volatility in raw material prices like crude, resin etc is a concern. The Management monitors raw material demand and supply, prices and acts pro-actively to minimize the risk.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year ended 31st December 2015.

OUTLOOK

The printing ink industry comprise of publication and commercial, packaging and others. Amongst them, the packaging application segment is the main growth driver in the printing ink industry led by growth in demand for flexible packaging and other packaging materials in various industries. As per surveys, the global printing inks market is poised to sustain a healthy compounded annual growth rate (CAGR) of 5.0% from 2014 through 2020. India being amongst the fastest growing economy is no exception and would replicate the growth.

TRANSFER TO RESERVES

The Company proposes to transfer a sum of Rs. 1,000,000 to Reserve during the financial year ended 31st December 2015.

DIVIDEND

Your Board recommends the rate of dividend declared to be Rs 4.00 per share (FY2014 Rs.Nil per share), subject to approval of shareholders at the ensuing Annual General Meeting.

CHANGE IN SHARE CAPITAL

The paid up share capital of the Company as on 31st December 2015 was Rs 91.98 million and there has been no change in the capital structure of the Company.

PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

BOARD MEETINGS

The Board evaluates all the decisions on a collective consensus basis amongst the Directors. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

During the financial year ended 31st December 2015, 8 (eight) Meetings of the Board of Directors of the Company were held.

The details of the Board Meetings held during the F.Y. 2015 have been furnished under Clause I(2)(D) in the Corporate Governance Report forming a part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and the same have been placed and noted by the Board in its meeting held on 4th February 2015.

REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Companies policy on Directors' appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors at its meeting held on 5th December 2014.

The said policy may be referred to, at the Company's official website at the weblink, http://www.dicindialtd.co/corp- gov-nrp.html.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

A Related Party Policy has been devised by the Board of Directors at its meeting held on 5th December 2014 for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Company's official website at the web link, http://www.dicindialtd.co/corp-gov-rptp.html. The Audit Committee reviews all related party transactions quarterly.

Further the members may note that the Company has not entered into the following kinds of related party transactions:

- Contracts/arrangement/transactions which are not at arm's length basis

- Any Material contracts/arrangement/transactions

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 forms part of this report and is annexed herewith and marked as Annexure C.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

According to Regulation of 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors is required to be held to evaluate the performance of the Non-Independent Directors. Accordingly, a meeting of Independent Directors was held on 4th August 2015 wherein the performance of the non-independent directors, including the Chairman was evaluated.

The Nomination and Remuneration Committee at its meeting held on 4th February 2015 established the relevant criteria. Based on the said criteria, the Board at its meeting held on 5th February 2016 critically adjudged the performance of the Independent Directors.

CAPITAL EXPENDITURE

Capital Expenditure during the year, towards tangible & intangible assets, amounted to Rs. 56.77 million, a major part of which was spent on building and plant & machinery.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

As required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed and forms a part of this Report.

SUBSIDIARY/ASSOCIATES/JOINT VENTURE COMPANIES

The Company does not have any subsidiary/associate/joint venture company for the year ended 31st December 2015.

HUMAN RESOURCES

Your Company believes that the competence and commitment of the people are the principle drivers of competitive advantage that enable the enterprise to create and deliver value. The industrial relations climate of your Company continues to remain harmonious with focus on improving productivity, quality and safety. Efforts are being made to strengthen organizational culture in order to attract and retain the best talent in the industry. Training needs are identified in a systematic manner and regular training programmes are organised, both in-house and external where employees are nominated to participate. The Board records its appreciation of the commitment and support of the employees and looks forward to their continued support. As on 31st December 2015, the Company had 846 employees (including contractual and third party) on its pay roll.

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report marked as Annexure B. As per the provisions of Section 136(1) of the Companies Act, 2013, the Annual report excluding the information on employee's particulars is being sent to the members which is, however, available for inspection at the Registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee and free of cost.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION&REDRESSAL) ACT 2013

No complaint has been brought to the notice of the Management during the year ended 31st December 2015.

WEBSITE OF THE COMPANY

The Company maintains a website www.dicindialtd.co where detailed information of the Company and its products are provided.

WHISTLE BLOWER MECHANISM

The Company has a Whistle Blower Policy in place for vigil mechanism. The said policy has been amended keeping in view of the amendments in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy may be referred to, at the Company's official website at the weblink, http://www.dicindialtd.co/investers-wbp.html.

INTERNAL CONTROL SYSTEMS

Your Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board.

LISTING WITH STOCK EXCHANGES

Your Company is listed with The Calcutta Stock Exchange Limited, BSE Limited and National Stock Exchange of India Limited and the Company has paid the listing fees to each of the Exchanges.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished under Clause I(3) in the Corporate Governance Report forming a part of this Annual Report. There had been no instances where the Board has not accepted the recommendations of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee has been constituted by the Board of Directors of the Company at its meeting held on 26th March 2014 and subsequently reconstituted on 21st April 2015. The present constitution of the Committee is as follows:

Sl. No. Name of the Director Category Designation in the Committee

1 Mr Utpal Sengupta Independent Director Chairman

2 Mr Subir Bose Independent Director Member

3 Mr Yasuo Ikeda Whole-time Director Member

4 Mr Paul Koek Non-executive Director Member

5 Mr Shailendra Hari Singh Managing Director & CEO Member

The said policy may be referred to, at the Company's official website at the weblink, http://www.dicindialtd.co/corp- gov-csr.html.

As the members would be aware, the company had a loss of Rs 392.23 million during the year ended 31st December 2014 and as such, in view of the loss, the Management decided not to engage in CSR activity till the position of the Company was consolidated. Accordingly, no expenditure was incurred on the CSR front for the year ended on 31st December 2015.

For the financial year ended 31st December 2015, the Company has a profit after tax of Rs. 402.97 million. Pursuant to the provisions of Sec 135 of the Companies Act, 2013 and applicable Rules, the Company has a corpus of Rs 2.85 million in its CSR funds to be expended towards fulfilling its responsibility towards the society.

The Management of the Company held detailed discussion internally and it was decided that the company at present did not have the infrastructure to implement and regulate CSR activities on its own. Considering the same, detailed discussions were held with various eligible NGO's registered with the governing body, Indian Institute of Corporate Affairs, for exploring the best avenue open to the Company.

Your management is pleased to inform that the Company has decided to focus on child education as its core CSR activity and has accordingly executed MOU with Child Relief and You (CRY) to fund its Vikramshila Project in Monteswar block of Burdwan district in West Bengal which is expected to collectively benefit approx 5000 students between the age of 0-18 years who due to various reasons like lack of infrastructure, have no access to proper education. To ensure accountability, CRY will be asked to define "collective benefits" and payment will be phased in tune with the time frame, activities and measurable outcomes and timely reporting with indicators of achievement. The CSR Report is attached marked as Annexure A.

The Company wishes to inform the members that it is well aware of its responsibility towards fulfilling its social responsibility. The Company would take necessary action over the next two years to fulfill its CSR obligations.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investors' protection and maximizing long-term shareholders value. The certificate of the Auditors, M/s Lovelock & Lewes, confirming compliance of conditions of Corporate Governance as stipulated under Schedule V(E) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Stock Exchanges is annexed.

SAFETY AND ENVIRONMENT

Highest priority is accorded to environment, occupational health and safety by your Company. Your Company's factories at Kolkata, Noida and Ahmedabad are all ISO certified by BVQI. Kolkata and Noida plant are ISO 9001:2008, ISO 14001:2004 and BS OHSAS 18001:2007 certified while Ahmedabad plant is ISO 9001:2008 certified. Your Directors, through the Company's Safety, Health and Environment Department, oversee and review the integrated Environment, Occupational Health and Safety Audits which ensure comprehensive coverage of all Company locations. Various proactive measures have been adopted and implemented which inter-alia include adoption of cleaner technology, conservation of resources through waste reduction, recycling and reuse of waste materials and ongoing training of employees. Your Company's focus on sustainable development will continue to be reinforced by improving standards of safety and environmental protection and further strengthened by the association with DIC Corporation, Japan which accords vital importance to these aspects.

INFORMATION SYSTEM

In a business where information is critical, Information Technology plays a vital role, facilitating informed decision- making to grow the business. Over the years, the Company has invested extensively in infrastructure, people and processes with the objective to capture, protect and transmit information with speed and accuracy.

To align with the DIC Group requirement, the Company has installed SAP ERP suite for a reliable, high end, comprehensive, disciplined and integrated business solution.

DIRECTORS

Pursuant to the recommendation of the Nomination & Remuneration Committee who in its meeting held on 4th February 2015 had recommended the same, the Board in its meeting held on 23rd March 2015 had appointed Mr Shailendra Hari Singh as the Managing Director & CEO of the Company with effect from 23rd March 2015 for a period of 5 years.

Mr. Shailendra Hari Singh, born on 12th May 1964, graduated from Institute of Chemical Technology (formerly University Department of Chemical Technology, Mumbai) in 1985. He has around 30 years of experience in the chemical industry. Prior to his appointment in DIC India Ltd., Mr Singh was the Asia Pacific Coatings Industry Manager of Eastman Chemical Company based in Singapore where he was responsible for integrating & aligning marketing, sales & technology functions, defining key growth platforms and executing business strategy by defining key milestones, organization development & resource requirement.

In the present leadership role, Mr. Shailendra Hari Singh is responsible for leading the development and execution of the Group and Company's long term strategy and continuously generating and growing shareholder's value through sound business strategies and drive strong business growth.

The members through Postal Ballot, results of which was declared on 26th June 2015, has approved the appointment of Mr Shailendra Hari Singh as the Managing Director & Chief Executive Officer.

In terms of Articles of Association of the Company, Dr. P K Dutt retire from the Board by rotation and being eligible, offer himself for re-appointment. The appointment of Dr. Dutt form part of the Notice of Annual General Meeting and the Resolutions are recommended for your approval. The profile of Dr Dutt is given in the Notice of the Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Directors state that:

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. The Directors had 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 and loss of the company for that period;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a going concern basis; and

v. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COST AUDIT

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, the Company is required to appoint a cost auditor to audit the cost records of the applicable products of the Company relating to the business of manufacturing printing inks. Accordingly, M/s. Sinha Chaudhuri & Associates, Cost Accountants (Firm regn No. 000057) were appointed as the Cost Auditors for auditing the Company's cost accounts for the year ended 31st December 2016.

STATUTORY AUDITORS

Messrs Lovelock & Lewes, Chartered Accountants (FRN 301056E), retiring Auditors, being eligible, offer themselves for re-appointment.

STATUTORY AUDITORS' OBSERVATIONS

The notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report is a Un-modified report and does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR

The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 1st April 2014 by a Company Secretary in Practice. The Board in its meeting held on 5th February 2016 ratified the appointment of Mr. Tarun Chatterjee, Practising Company Secretary (Certificate of Practice No. 6935) as the Secretarial Auditor for the financial year ending 31st December 2015. The Secretarial Auditors' Report for the financial year ending 31st December 2015 is annexed to the Boards' Report.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

The Company has transferred a total sum of Rs.0.14 million during the financial year 2015 to the Investor Education & Protection Fund established by the Central Government, in compliance with Section 205C of the Companies Act, 1956.

RESEARCH & DEVELOPMENT

The Company has obtained approval for In-house R&D facilities u/s 35(2AB) of Income Tax Act, 1961 for its units at Kolkata, Bengaluru and Noida from Government of India, Ministry of Science and Technology, New Delhi. This approval is valid till 31st March 2018. The Company will make suitable applications for renewal of approval for the above facilities in due course.

RISKS & MITIGATING STEPS

The Company has identified various risks faced by the Company from different areas. As required under Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a risk management policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve. The Company has also formed a Risk management Committee which monitors the various functions and regions to establish any risk existing in the operational functions of the Company. The constitution and terms of reference are set out in details in the Corporate Governance Report.

The risks and its mitigating factors are discussed by the Committee and subsequently placed before the Board for their opinion and advice. The current risk management report was discussed by the Board in its meeting held on 11th December 2015.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions, Reserve Bank of India, Securities and Exchange Board of India and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and Associates for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the printing ink industry.

On behalf of the Board



Dr. Prabir Kumar Dutt

Chairman

Place: Kolkata Shailendra Hari Singh

Date: 5th February 2016 Managing Director & CEO

---

Dec 31, 2013

The Directors have pleasure in presenting the Annual Report for the year ended 31st December 2013.

ECONOMIC ENVIRONMENT

After a dull 2012, a pick-up in real GDP growth in India was noticed in the reports of quarter ended June 2013, which was driven largely by robust growth of agricultural activity, supported by an improvement in net exports. However, this pick-up could not be sustained in the following quarters and a weakness was noticed in industrial activity, indicators of services and subdued domestic consumption demand hinting at continuing headwinds to growth. As per budget estimates, the Indian economy is expected to grow by 4.9% during 2013-14. While the agricultural growth is expected to return to trend levels, the outlook for industrial activity remains subdued given the slow pace of investments and structural bottlenecks such as shortage of power, coal, natural gas etc. Growth in services and exports is also likely to be sub-par in the backdrop of a sluggish global economy.

India''s "twin deficit" challenge also came under the spotlight during the year. The Current Account Deficit widened to an all time high at 5.4% of GDP during the first 9 months of 2012-13 vs. 4.1% during the same period of the previous year mainly contributed by high oil prices, subdued merchandise exports coupled with a marginal decline in net services exports. ''On the other hand, the fiscal deficit which seemed like heading towards 6% of GDP in the middle of the year, was reined in by the Government to 5.2% of GDP (Budget 2013 estimates) through aggressive compression in expenditure.

At the industry level, the cost of borrowing has been increased for the companies. The increased liability has burdened companies which have now resorted to cutting down expenditure. The extreme volatility in the rupee movement also impacted the economy in a major way during the financial year. Rupee depreciated to an all time high of Rs.68.84 in August 2013 against the dollar. With the depreciation of rupee, imports became costlier and thus became a burden and impacted the Company adversely.

The sudden downward movement of the rupee was finally arrested after the Reserve Bank of India stepped in with unprecedented fiscal measures. Further measures which resulted in declining of gold imports and turnaround in exports helped narrow the current account gap during the quarter ended September 2013. Several policy measures were announced by the Government during the year. Some of the key interventions include the setting up of the "Cabinet Committee on investments" to ensure expeditious clearance and implementation of big-ticket infrastructure projects, direct cash transfers of subsidies, diesel and LPG subsidy restructuring etc.

FINANCIAL RESULTS

(Rs. in Million)

2013 2012

Sales excluding excise duty 7086.64 7123.86

Other Income 39.34 40.48

Total Revenue 7125.98 7164.34

Operating Profit 159.46 367.08

Profit before Taxation 119.98 314.92

Provision for Taxation including deferred taxation (5.39) 99.97

Profit after Tax 125.37 214.95

Profit brought forward from the previous year 1442.84 1292.06

Profit available for Appropriation: 1568.21 1507.01

Appropriation-

Proposed Dividend 36.72 36.72

Tax on Dividend 6.24 5.96

General reserve 12.54 21.49

Balance Carried Forward 1512.71 1442.84

WEBSITE OF THE COMPANY

The Company maintains a website www.dicindialtd.co where detailed information of the Company and its products are provided.

INTERNAL CONTROL SYSTEMS

Your Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board.

RELATED PARTIES

Notes to the Accounts sets out the nature of transactions with related parties. Transactions with related parties are carried out at arm''s length. The details of such transactions are placed before the Audit Committee. A statement of related party transactions pursuant to Accounting Standard 18 forms part of this Annual Report.

LISTING WITH STOCK EXCHANGES

Your Company is listed with The Calcutta Stock Exchange Limited, BSE Limited and National Stock Exchange of India Limited and the Company has paid the listing fees to each of the Exchanges.

Further, DIC Asia Pacific Pte Ltd, the Company''s promoter vide its letter dated 22nd November 2013 indicated its intention to voluntarily delist the equity shares of the Company in accordance with Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ("Delisting Regulations") and also intimated the indicative price of Rs. 260/- per equity share and floor price of Rs. 174/- per equity share, being the highest of the prices arrived at in accordance with Delisting Regulations. The Board of Directors have taken note of the intent of the Acquirer to delist, the equity shares on the price being calculated, inter alia, in accordance with the valuation report dated 22nd November 2013 issued by M/s. K J Sheth & Associates, Chartered Accountants. The Board has accorded approval for voluntary delisting of the equity shares of the Company from all the stock exchanges where the equity shares of the Company are currently listed, namely the BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and The Calcutta Stock Exchange Limited (CSE). Accordingly, the approval of shareholders granted through Postal Ballot was sought and pursuant to the result of which has been declared on 20th January 2014, the members have granted their approval to the same.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company maintains DIC Group''s commitment to fulfill its environment, social and economic responsibilities. DIC Group has recently issued its CSR Report 2013 describing the efforts of the DIC Group to carry out its Corporate Social Responsibility.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investors'' protection and maximizing long-term shareholders value. The certificate of the Auditors, M/s Lovelock & Lewes, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement of the Stock Exchanges is annexed.

SAFETY AND ENVIRONMENT

Highest priority is accorded to environment, occupational health and safety by your Company. Your Company''s factories at Kolkata, Noida, Mumbai and Ahmedabad are all ISO certified by BVQI. Kolkata and Noida plant are ISO 9001:2008, ISO 14001:2004 and BS OHSAS 18001:2007 certified while Mumbai and Ahmedabad plant are ISO 9001:2008 certified. Your Directors, through the Company''s Safety, Health and Environment Department, oversee and review the integrated Environment, Occupational Health and Safety Audits which ensure comprehensive coverage of all Company locations. Various proactive measures have been adopted and implemented which inter-alia include adoption of cleaner technology, conservation of resources through waste reduction, recycling and reuse of waste materials and ongoing training of employees. Your Company''s focus on sustainable development will continue to be reinforced by improving standards of safety and environmental protection and further strengthened by the association with DIC Corporation, Japan which accords vital importance to these aspects.

INFORMATION SYSTEM

In a business where information is critical, Information Technology plays a vital role, facilitating informed decision-making to grow the business. Over the years, the Company has invested extensively in infrastructure, people and processes with the objective to capture, protect and transmit information with speed and accuracy.

To align with the DIC Group requirement, the Company has installed SAP ERP suite for a reliable, high end, comprehensive, disciplined and integrated business solution.

DIRECTORS

Mr. Kazuo Kudo, the erstwhile Regional Managing Director of the holding Company, DIC Asia Pacific Pte Ltd, had been in the Board of the Company since 2nd June 2010. Subsequent to his taking a new assignment within the Group, he has tendered his resignation from the Board of Directors with effect from 13th June 2013.

The Board recorded its appreciation for the dedication, foresightedness, leadership and contribution made by Mr. K Kudo to the growth of the Company.

Pursuant to the resignation of Mr. Kazuo Kudo from the Board, Mr. Yoshiaki Masuda has been appointed as the Regional Managing Director of the Company''s holding Company, DIC Asia Pacific Pte Ltd., and has been nominated to the Board of DIC India Limited with effect from 13th June 2013. He also holds directorship in several other DIC Group Companies. Mr. Masuda''s appointment is valid till the date of forthcoming Annual General Meeting. The Company has received a notice from a shareholder pursuant to Section 257 of the Companies Act, 1956 proposing his re-appointment. Appropriate resolution seeking his appointment is appearing in the Notice convening the Annual General Meeting of the Company.

Further the Board has also inducted Mr. Yasuo Ikeda as an Additional Director in whole-time capacity designated as Chief Operating Officer of the Company in accordance with Section 161 of the Companies Act, 2013 (corresponding to Section 260 of the Companies Act, 1956) by the Board of Directors with effect from 1st January 2014 for a period of 3 years. This appointment is subject to approval of Central Government as Mr. Ikeda is a Japanese citizen and does not satisfy the residential requirement of staying in India for a period of one year prior to his appointment, as envisaged under Clause (e) of Part I of Schedule XIII of the Companies Act, 1956. Application has already been made to Central Government on 31st December 2013.

Mr. Samir Bhaumik, Managing Director of the Company whose tenure ended on 31st December 2013 has been re- appointed by the Board in its meeting held on 5th December 2013, as recommended by the Remuneration Committee, for a further period of 2 years i.e. from 1st January 2014 to 31st December 2015

Approval of shareholders w.r.t appointment of Mr. Yasuo Ikeda and re-appointment of Mr. Samir Bhaumik, has been sought for by Postal Ballot, the result of which would be declared on 7th February 2014.

In terms of Articles of Association of the Company, Dr. Prabir Kumar Dutt and Mr. Utpal Sengupta retire from the Board by rotation and being eligible, offer themselves for re-appointment.

Dr. Prabir Kumar Dutt holds 133 shares of the Company. Mr. Utpal Sengupta does not hold any shares of the Company.

The appointments of Mr. Yoshiaki Masuda, Dr. Prabir Kumar Dutt and Mr. Utpal Sengupta, form part of the Notice of Annual General Meeting and the Resolutions are recommended for your approval.

Profile of these Directors, as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, is given in the Notice of the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors state that:

a) in the preparation of the annual accounts for the year ended 31st December 2013, applicable accounting standards have been followed with no material departure;

b) your Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st December 2013 and of the profit for the year ended on that date;

c) your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the accounts for the year ended 31st December 2013 have been prepared on a going concern basis.

COST AUDIT

The Central Government vide its Notification No. 52/26/CAB-2010 dated 30th June 2011 has directed the audit of the cost accounts relating to Printing Inks to be carried out by the Cost Auditor. Accordingly, M/s. Sinha Chaudhuri & Associates having registration No. 000057 were appointed as the Cost Auditors for auditing the Company''s cost accounts for the year ended 31st December 2013.

AUDITORS

Messrs Lovelock & Lewes, Chartered Accountants, retiring Auditors, being eligible, offer themselves for re- appointment.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

The Company has transferred a total sum of Rs.0.14 million during the financial year 2013 to the Investor Education & Protection Fund established by the Central Government, in compliance with Section 205C of the Companies Act, 1956.

RESEARCH & DEVELOPMENT

The Company has obtained approval for in-house R&D facilities u/s 35(2AB) of Income Tax Act, 1961 for its units at Kolkata and Noida from Government of India, Ministry of Science and Technology, New Delhi. This approval is valid till 31st March 2015.

RISKS & MITIGATING STEPS

The Company has identified various risks faced by the Company from different areas. The spiraling inflation without a commensurate increase in per capita incomes combined with a fall in capital investment have a potential to affect FMCG segment which will have its impact on Ink industry. Further, the unpredictable increase of crude price will have a significant impact on the cost and profitability of the Ink business. Continuous fall in INR/USD exchange rate may further impact the prices of imported inputs which will have its negative impact on the overall profitability.

As required under Clause 49 of the Listing Agreements, the Board has adopted a risk management policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve. The internal audit department also periodically monitors the various functions and regions to establish any risk existing in the operational functions of the Company.

The risks and its mitigating factors are discussed by the management and subsequently placed before the Board for their opinion and advice. The current risk management report was discussed by the Board in its meeting held on 5th December 2013.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions, Reserve Bank of India, Securities and Exchange Board of India and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and Associates for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the printing ink industry.

On behalf of the Board

SAMIR BHAUMIK

Managing Director

Kolkata YASUO IKEDA

5th February 2014 Chief Operating Officer

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Dec 31, 2012

The Directors have pleasure in presenting the Annual Report for the year ended 31 st December 2012.

ECONOMIC ENVIRONMENT

In economic terms, the year 2012 has been a challenging one for India. It has seen the slowest rate of growth in a decade with 5 per cent GDP growth during the year. The year started in the shadow of the policy reversal on FDI policy in multi-brand retail, followed by a working budget without maj or policy reforms and concrete steps to control fiscal deficit, current account deficits, subsidies and tapering growth. While a slow recovery of the world economy is partly responsible for this downward trajectory, the rupee depreciation in 2012 has imposed severe challenges to control input cost, particularly companies with high import contents. The manufacturing sector has taken a dip and growing at 1.9 per cent. This is the lowest pace of growth for manufacturing sector in the past fourteen years. The private consumption has also posted a growth of 4.1 per cent, lowest in the last decade. Consumer industry, which is a major growth driver for our industry, has been very disappointing. Consumer goods contracted by 4.5 per cent on year to year basis in December, 2012. This is the sharpest contraction since 2009. Publishing and Print media have also registered a sharp contraction of 24 per cent and 21 per cent respectively.

However, there are few positive areas. Annual FDI was the highest during the year 2012. Annual food production was a new record. FII inflow amounting to Rs. 1181 billion as of 18th December 2012 is the highest among emerging economies. With policy corrections and investment friendly decisions, the long term GDP targets can still be achieved. However, the year 2012 as a whole has been rough in terms of economic and political developments.

FINANCIAL RESULTS

(Rs. in Million)

2012 2011

Sales excluding Excise Duty 7123.86 6,747.55

Other Income 40.48 53.88

Total Revenue 7164.34 6801.43

Operating Profit 367.08 416.58

Profit before Taxation 314.92 381.90

Provision for Taxation including Deferred Taxation 99.97 117.39

Profit after Tax 214.95 264.51

Profit brought forward from the previous year 1292.06 1096.68

Profit available for Appropriation 1507.01 1361.19

Appropriation-

Proposed Dividend 36.72 36.72

Tax on Dividend 5.96 5.96

General Reserve 21.49 26.45

Balance Carried Forward 1442.84 1292.06

PERFORMANCE REVIEW

In spite of all adverse economic environment, your Company has been able to maintain growth in Revenue from Rs.6747.55 million to Rs.7123.86 million registering an increase of 5.58 per cent. Profit before tax was Rs. 314.92 as against Rs.381.90 in the previous year. Profit for the year has been significantly affected by imposition of Entry Tax in West Bengal coupled with significant depreciation of rupee during the year.

NEW PROJECT

In order to increase the sustainability of your Company, we have set up a new plant for Lamination Adhesive at Bangaluru during the year. This product is related to packaging segment which has a potential growth area. Hence we would expect to service our packaging customers with extended product range.

OUTLOOK

The fourth quarter of 2012 has seen a positive approach from the Government to restore economy to 7-8 percent growth rate. However, the situation till now is fragile and 2013 looks to be an uncertain year. Persistent price rises, even during the period where commodity prices are down internationally, does not have much space for monetary easing. It is hoped that Government will carry out reforms including fiscal consolidation and regaining investors confidence. The Country has recently enacted reforms to allow more foreign investment in the retail sector which is expected to be a growth driver for our industry. We do hope more will be done if the world''s second largest populous nation is to return to the near double digit rate of growth.

DIVIDEND

Your Board recommends the rate of dividend declared to be Rs 4.00 per share (FY2011 - Rs.4.00 per share), subject to approval of shareholders at the ensuing Annual General Meeting.

CAPITAL EXPENDITURE

Capital expenditure during the year amounted to Rs.291.72 million, a major part of which was spent on setting up a new Lamination Adhesive Plant at Bangaluru.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

As required under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the information relating to Conservation of Energy, Technology Absorption and F oreign Exchange earnings & outgo is annexed to and forms a part of this Report.

Your Company has a Technical Collaboration Agreement with DIC Corporation, Japan in the areas of manufacturing printing ink, PU Resins and Lamination Adhesives. Products manufactured with the technical know how of the collaborators have been well received by the concerned customers.

DEPOSITS FROM PUBLIC

As on 31 st December 2012, the Company has no unclaimed deposit lying against it.

HUMAN RESOURCES

Your Company believes that the competence and commitment of the people are the principle drivers of competitive advantage that enables the enterprise to create and deliver value. The industrial relations climate of your Company continues to remain harmonious with focus on improving productivity, quality and safety. Efforts are being made to strengthen organizational culture in order to attract and retain the best talent in the industry. Training needs are identified in a systematic manner and regular training programmes are organised, both in-house and external where employees are nominated to participate. The Board records its appreciation of the commitment and support of the '' employees and looks forward to their continued support. As on 31st December 2012, the Company had 603 employees on its pay roll.

Information in accordance with the provisions of Section 217 (2 A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to all the Members of the Company, excluding the Statement of Particulars of Employees. Any member interested in obtaining a copy of the said Statement may write to the Senior Executive Vice President (Corporate Affairs and Legal) & Company Secretary of the Company.

WEBSITE OF THE COMPANY

The Company maintains a website www. dicindialtd. co where detailed information of the Company and its products are provided.

INTERNAL CONTROL SYSTEMS

Your Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board.

RELATED PARTIES

Notes to the Accounts sets out the nature of transactions with related parties. Transactions with Related Parties are carried out at arm''s length. The details of such transactions are placed before the Audit Committee. A statement of related party transactions pursuant to Accounting Standard 18 forms part of this Annual Report.

LISTING WITH STOCK EXCHANGES

Your Company is listed with The Calcutta Stock Exchange Limited, Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the Company has paid the listing fees to each of the Exchanges.

CORPORATE SOCIALRESPONSIBILITY(CSR)

Your Company maintains DIC Group''s commitment to fulfill its environment, social and economic responsibilities.

DIC Group has recently issued its CSR Report 2012 describing the efforts of the DIC Group to carry out its Corporate Social Responsibility.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investors'' protection and maximizing long-term shareholders value. The certificate of the Auditors, M/s Lovelock & Lewes, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement of the Stock Exchanges is annexed.

SAFETY AND ENVIRONMENT

Highest priority is accorded to environment, occupational health and safety by your Company. Your Company''s factories at Kolkata, Noida, Mumbai and Ahmedabad are all ISO certified by B VQI. Kolkata and Noida plant are ISO 9001:2008, ISO 14001:2004 and BS OHSAS 18001:2007 certified while Mumbai and Ahmedabad plant are ISO 9001:2008 certified. Your Directors, through the Company''s Safety, Health and Environment Department, oversee and review the integrated Environment, Occupational Health and Safety Audits which ensure comprehensive coverage of all Company locations. Various proactive measures have been adopted and implemented which inter- alia include adoption of cleaner technology, conservation of resources through waste reduction, recycling and reuse of waste materials and ongoing training of employees. Your Company''s focus on sustainable development will - continue to be reinforced by improving standards of safety and environmental protection and further strengthened by the association with DIC Corporation, Japan which accords vital importance to these aspects.

INFORMATION SYSTEM

Pursuant to the ORACLE license period coming to an end, the Company has installed SAP ERP suite for a reliable, high end, comprehensive, disciplined and integrated business solution. The same has been put in place with effect from 1st April 2012.

DIRECTORS

In terms of Articles of Association of the Company, Mr Subir Bose, Mr Bhaskar Nath Ghosh and Mr Kazuo Kudo retire from the Board by rotation and being eligible, offer themselves for re-appointment. They do not hold any shares of the Company.

The appointments of Mr S Bose, Mr B N Ghosh and Mr K Kudo, form part of the Notice of Annual General Meeting and the Resolutions are recommended for your approval.

Profile of these Directors, as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, is given in the Notice of the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2 AA) of the Act, the Directors state that:

a) in the preparation of the annual accounts for the year ended 31st December 2012, applicable accounting standards have been followed with no material departure;

b) your Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st December 2012 and of the profit for the year ended on that date;

c) your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the accounts for the year ended 31 st December 2012 have been prepared on a going concern basis.

COST AUDIT

The Central Government vide its Notification No. 52/26/CAB-2010 dated 30th June 2011 has directed the audit of the cost accounts relating to Varnish to be carried out by the Cost Auditor. Accordingly, M/s. Sinha Chaudhuri & Associates having registration No. 000057 were appointed as the Cost Auditors for auditing the Company''s cost accounts for the year ended 31 st December 2012.

AUDITORS

Messrs Lovelock & Lewes, Chartered Accountants, retiring Auditors, being eligible, offer themselves for re-appointment.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

The Company has transferred a total sum of Rs. 0.17 million during the financial year 2012 to the Investor Education & Protection Fund established by the Central Government, in compliance with Section 205C of the Companies Act, 1956.

RISKS & MITIGATING STEPS

The Company has identified various risks faced by the Company from different areas. The spiraling inflation without a commensurate increase in per capita income combined with a fall in capital investment have a potential to affect FMCG segment which will have its impact on Ink industry. Further, the unpredictable increase of crude price will - have a significant impact on the cost and profitability of the Ink business. Continuous fall in INR/U SD exchange rate may further impact the prices of imported inputs which will have its negative impact on the overall profitability.

As required under Clause 49 of the Listing Agreement, the Board has adopted a risk management policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled.

A combination of policies and procedures attempts to counter risk as and when they evolve. The internal audit department also periodically monitors the various functions and regions to establish any risk existing in the operational functions of the Company.

The risks and its mitigating factors are discussed by the management and subsequently placed before the Board for their opinion and advice. The current risk management report was discussed by the Board in its meeting held on 11th December 2012.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express its sincere appreciation for the continued support and confidence received from customers, distributors, suppliers, bankers, shareholders and other business associates.

Your Directors place on record their deep appreciation of the dedicated efforts and contribution of the employees at all levels and look forward to their continued support in the future as well.

Your Directors look forward to the future with confidence.

On behalf of the Board

DR PRABIR KRDUTT

Chairman

Kolkata SAMIR BHAUMIK

4th February 2013 Managing Director

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Dec 31, 2011

FINANCIAL RESULTS

(Rs. in Million)

2011 2010

Net Sales 6747.55 5533.61

Other Income 52.64 119.07

Total Income 6800.19 5652.68

Operating Profit 416.58 344.57

Other Non Operating Income Nil 50.54

Profit before Taxation & Extraordinary Items 381.90 372.81

Extra Ordinary Income Nil 275.69

Provision for Taxation including deferred taxation 117.39 141.10

Profit after Tax 264.51 507.40

Balance brought forward from previous year 1096.68 693.79

Making a total available for appropriation 1361.19 1201.19

Out of which Directors have transferred to General Reserve 26.45 51.00

Your Board recommends for distribution as Dividend at the rate of Rs.4.00/- Share on 9,178,977 Equity Shares (together with Tax on Dividend & Surcharge) absorbing in all 42.68 53.51 (Previous year: Rs.5.00 per share on 9,178,977 equity share)

Leaving a balance carried forward of 1292.06 1096.68

PERFORMANCE REVIEW

During the year under review, your Company's overall net sales increased from Rs.5533.61 million to Rs.6747.55 million registering an increase of 21.94% in terms of value and 8.2% in terms of volume. During the year under review, the Company witnessed a significant increase in raw material cost partly due to the impact of a major Rupee depreciation in the second half. The Company could pass only a part of the increased input cost to the market. However, due to better product mix and strong cost control, the Company was able to increase its overall operating profit from Rs.344.57 million to Rs.416.58 million which translates into a growth of20.89% as compared to previous year. Your Company recorded a Pre-tax profit of Rs.381.90 million compared to Rs.322.27 million (excluding Rs.50.54 million towards dividend received from subsidiary) earned in the previous year registering an increase of 18.50%. The post tax profit recorded was Rs. 264.51 million as against Rs.507.40 million of previous year. The results of your Company against last year are not comparable due to the fact that the Company had recorded extra- ordinary income in the financial year ended 31 st December 2010 on account of sale of its stake in its wholly owned subsidiary, DIC Coatings India Limited.

ACCOUNTS OF SUBSIDIARY COMPANY

The Company has no subsidiary.

DIVIDEND

Considering the performance of the Company and keeping in mind the need to conserve resources for future growth, your Board recommends the rate of dividend declared to be Rs.4.00 per share (FY2010 Rs.5.00 per share), subject to approval of shareholders at the ensuing Annual General Meeting.

CAPITAL EXPENDITURE

Capital expenditure during the year amounted to Rs.138.64 million, a major part of which was spent on plant & equipment and building renovation.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

As required under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo is annexed and forms a part of this Report.

DEPOSITS FROM PUBLIC

The Company had total unclaimed deposit amounting to Rs.0.25 million at the beginning of the year. After repaying the depositors, the balance amount of Rs.0.20 million remaining unpaid on expiry of 7 years as specified under the Companies Act, 1956 have been transferred to the Investor Education & Protection Fund. Pursuant to such transfer, no claim lies against the Company for unclaimed fixed deposits.

As on 31st December 2011, the Company has no unclaimed deposit lying against it.

HUMAN RESOURCES

Your Company believes that the competence and commitment of the people are the principle drivers of competitive advantage that enable the enterprise to create and deliver value. The industrial relations climate of your Company continues to remain harmonious with focus on improving productivity, quality and safety. Efforts are being made to strengthen organizational culture in order to attract and retain the best talent in the industry. Training needs are identified in a systematic manner and regular training programmes are organised, both in-house and external where employees are nominated to participate. The Board records its appreciation of the commitment and support of the employees and looks forward to their continued support. As on 31st December 2011, the Company had 630 employees on the pay roll.

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, this Report and Accounts are being-sent to all the Members of the Company, excluding the Statement of Particulars of Employees. Any member interested in obtaining a copy of the said Statement may write to the Senior Executive Vice President (Corporate Affairs and Legal) & Company Secretary of the Company.

WEBSITE OF THE COMPANY

The Company has launched a new website www.dicindialtd.co where detailed information of the Company and its. products are provided.

INTERNAL CONTROL SYSTEMS

Your Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board.

RELATED PARTIES

Notes to the Accounts sets out the nature of transactions with related parties. Transactions with Related Parties are carried out at arm's length. The details of such transactions are placed before the Audit Committee.

FINANCE

The Company's relationships with its consortium and other bankers continued to be cordial throughout the year. The Company would like to thank its Bankers for their support.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

While we do not have a formalized policy in this regard, the Company does support, in a small way, community welfare initiatives. DIC India Ltd's employees are committed to contribute to the realization of sustainable development through their everyday activities. The Company promotes the exchange of information to encourage greater awareness of CSR among its employees, as well as voluntary participation in related initiatives.

Determined to prevent disasters at manufacturing facilities, DIC conducts a variety of accident and safety drills and has taken the necessary steps to ensure full preparation against unforeseeable crises.

Guided by the principle of sustainable development, DIC implements a variety of measures aimed at reducing the environmental footprint. DIC strives to reduce the consumption of resources and energy to facilitate the efficient use of finite natural resources.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investors' protection and maximizing long-term shareholders value. The certificate of the Auditors, M/s Lovelock & Lewes, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement of the Stock Exchanges is annexed.

SAFETY AND ENVIRONMENT

Highest priority is accorded to environment, occupational health and safety by your Company. Your Company's factories at Kolkata, Noida, Mumbai and Ahmedabad are all ISO certified by BVQI. Kolkata andNoida plant are ISO 9001:2008, ISO 14001:2004 and BS OHSAS 18001:2007 certified while Mumbai and Ahmedabad plant are ISO 9001:2008 certified. Your Directors, through the Company's Safety, Health and Environment Department, oversee and review the integrated Environment, Occupational Health and Safety Audits which ensure comprehensive coverage of all Company locations. Various proactive measures have been adopted and implemented which inter- alia include adoption of cleaner technology, conservation of resources through waste reduction, recycling and reuse of waste materials and ongoing training of employees. Your Company's focus on sustainable development will continue to be reinforced by improving standards of safety and environmental protection and further strengthened by the association with DIC Corporation, Japan which accords vital importance to these aspects.

As you are aware that the Ministry of Corporate Affairs (MCA) has vide its Circular No. 17/2011 dated 21st April 2011 and Circular No. 18/2011 dated 29th April 2011 (available on the website www.mca.gov.in) has introduced 'Green Initiative' whereby companies can now send various notices/documents/Annual Reports to their shareholders through electronic mode at the registered email address of the shareholders. The Company has accordingly initiated steps in this matter. Further, the Report and Accounts of your Company will also be available at the 'Investors' section of your Company's website, www.dicindialtd.co in a user friendly, downloadable format.

INFORMATION SYSTEM

The Company runs on ORACLE E-Business Suite Version 11.5 to remain updated with the latest system for better operational and timely information management. Pursuant to the ORACLE license period coming to an end, the Company is in the process of installing SAP ERP suite for a reliable, high end, comprehensive, disciplined and integrated business solution.

DIRECTORS

To broadbase the Board of Directors of the Company, Mr.Utpal Sengupta was inducted into the Board with effect from 26th July 2011 as an Additional Director. Mr U Sengupta's appointment is valid till the date of forthcoming Annual General Meeting. The Company has received a notice from a shareholder pursuant to Section 257 of the Companies Act, 1956 proposing his re-appointment. Appropriate resolution seeking his appointment is appearing in the Notice convening the Annual General Meeting of the Company.

Mr U Sengupta, an Independent Director, is not related to any of the other Director in the Company and does not hold any shares in the Company.

Pursuant to the approval of the members in their Annual General Meeting held on 28th April 2011, Dr P K Dutt was appointed as the Chairman of the Company till 31st March 2012 in the Wholetime capacity. Pursuant to the completion of his tenure, the Board in their meeting held on 8 th February 2012 appointed Dr. P K Dutt as the non- executive Chairman of the Company with effect from 1st April 2012.

In terms of Articles of Association of the Company, Mr D Banerjee, Mr P Koek and Mr B Choudhuri retire from the Board by rotation and being eligible, offer themselves for re-appointment. They do not hold any shares of the Company.

The appointments of Dr P K Dutt, Mr D Banerjee, Mr P Koek, Mr B Choudhuri and Mr U Sengupta, form part of the Notice of Annual General Meeting and the Resolutions are recommended for your approval.

Profile of these Directors, as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, is given in the Notice of the Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2 AA) of the Act, the Directors state that:

a) in the preparation of the annual accounts for the year ended 31st December 2011, applicable accounting standards have been followed with no material departure;

b) your Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st December 2011 and of the profit for the year ended on that date;

c) your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the accounts for the year ended 31st December 2011 have been prepared on a going Concern basis.

AUDITORS

Messrs Lovelock & Lewes, Chartered Accountants, retiring Auditors, being eligible, offer themselves for re-appointment.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

The Company has transferred a total sum of Rs.0.41 million during the financial year 2011 to the Investor Education & Protection Fund established by the Central Government, in compliance with Section 205C of the Companies Act, 1956. The said amount represents unclaimed dividend amounting to Rs.0.16 million and a further Rs.0.25 million towards unclaimed fixed deposits & interests which has been lying with the Company for a period of 7 years from their respective due dates of payment.

RISKS & MITIGATING STEPS

Financial Risk

In the present scenario of interest volatility, the Company avails of various financing options to minimize the effect of interest risk.

Information Technology Risk

The Company is in the process of shifting from ORACLE to SAP in line with the Group policy. To ensure a smooth transition, the Company has a dedicated team of professionals who are going about to bring the change.

Operational Risk

The Company has a certified occupational health and safety management system which benefits to mitigate the risk associated with the health and safety of employees.

BUSINESS OUTLOOK AND FUTURE PROSPECTS

Inspite of slowdown in the economy, India is expected to register a growth of 7.6% for the fiscal year 2011-2012. According to reports, the main factors that could adversely impact the markets include oil prices, inflation, high rates and slowing growth.

Although there is a concern that further deterioration of economic crisis might occur, we expect that considering sustained domestic demand and its inherent strength, Indian economy would show rapid improvement.

Your Company's business strategy for the current financial year would be to consolidate the business which showed an impressive growth during last year and to focus on high quality market segment. By integrating individual technologies and functions from our Group's wide range of products, your Company will facilitate the development of new and high performance products. Further, your Company would focus on improving the operating margins through better productivity, greater focus on logistics and effective working capital management.

Your Company's continued focus on Research & Development enabled it to develop several environment friendly products including certain products in the field of high performance to cater to some niche markets. The R & D Centre is recognized by the Central Government, Ministry of Science and Technology. Your Company has a basket of several internationally recognised products and has plans to exploit these as well as to increase sales through new product launches and expanding market network.

The Company has continued its effort to implement all round cost saving measures and improving productivity to ensure that the Company's growth rate continues. The investment in Research and Development measures to upgrade its product portfolio and manufacturing process to cater to the future demands would be continued to maintain your Company's leadership in the market. It is the endeavour of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in the short, medium and long term. With a significant improved customer base, experience in varied markets, continuous technical assistance from DIC Corporation, Japan, the world's largest ink manufacturing company and strong management team, your Company feels confident of sustained growth in all the market segments.

ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to express its sincere appreciation for the continued support and confidence received from customers, distributors, suppliers, bankers, shareholders and other business associates.

Your Directors place on record their deep appreciation of the dedicated efforts and contribution of the employees at all levels and look forward to their continued support in the future as well.

Your Directors look forward to the future with confidence.

On behalf of the Board

DR P K DUTT

Chairman

Kolkata S BHAUMIK

8th February 2012 Managing Director

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Dec 31, 2010

FINANCIAL RESULTS (Rs. in Million)

2010 2009

Net Sales 5,533.61 4,592.52

Other Income 119.07 103.90

Total Income 5,652.68 4,696.42

Operating Profit 344.59 316.37

Other Non-operating Income 50.54 50.54

Profit before Taxation & Extraordinary Items 372.81 319.53

Extraordinary Income 275.69 --

Provision for Taxation including Deferred Taxation 141.10 96.58

Profit after Tax 507.40 222.95

Balance brought forward from previous year 693.79 536.30

Making a total available for appropriation 1,201.19 759.25

Out of which Directors have transferred to General Reserve 51.00 22.50

Your Board recommends for distribution as normal dividend at the rate of Rs.4.00 Share and special dividend at the rate of Re.1.00 Share on 9,178,977 Equity Shares (together with Tax on Dividend & Surcharge) absorbing in all 53.51 42.96 (Previous year - Rs.4.00 per share on 9,178,977 Equity Share) Leaving a balance carried forward of 1,096.68 693.79

PERFORMANCE REVIEW

During the year your Companys overall net sales increased from Rs.4,592.52 million to Rs.5,533-61 million registering an increase of 20.50% in terms of value and 17.2% in terms of volume. During the year under review, the Company witnessed a significant increase in raw material cost. The Company could pass on the increase in input cost partially to customers, however, due to better product mix and strong cost control, the Company was able to increase its overall operating profit from Rs.3l6.37 Million to Rs.344.59 Million. During the year, the Company sold its entire holding of shares in the wholly owned subsidiary of the Company, M/s DIC Coatings India Limited at a consideration of Rs.400.68 million with a profit of Rs.275.69 Million resulting in a higher pre-tax profit of Rs.648.50 million compared to Rs.319-53 million earned in the previous year registering an increase of 102.9%. The post tax profit also accordingly increased to Rs.507.40 million compared to Rs.222.95 million in the previous year, an increase of 127.50%.

ACCOUNTS OF SUBSIDIARY COMPANY

During the year, the Company sold its entire shareholding in the only wholly owned subsidiary, DIC Coatings India Limited, to The Valspar (Singapore) Corporation Pte Limited and as on 31st December, 2010, there are no other subsidiary of the Company.

DIC COATINGS INDIA LIMITED

As had been informed to the Members in the past, the Management was evaluating various options to divest its shareholding held in DIC Coatings India Limited.

Accordingly, after exploring all avenues, your Board in its meeting held on 26th March, 2010, had approved the execution of a Share Purchase Agreement defining the terms of sale of the Companys entire shareholding in its wholly owned unlisted subsidiary, DIC Coatings India Limited, to The Valspar (Singapore) Corporation Pte Limited, a company incorporated and validly existing under the laws of Singapore. Thereafter the Board of Directors of DIC India Limited in its meeting held on 26th May, 2010 approved the sale of the entire shareholding in its wholly owned unlisted subsidiary, DIC Coatings India Limited, to The Valspar (Singapore) Corporation Pte Limited for an aggregate consideration of Rs.400,680,362. With effect from 1st June, 2010, DIC Coatings Limited ceased to be a subsidiary of your Company.

DIVIDEND

Considering the performance of the Company and keeping in mind the need to conserve resources for future growth, your Board recommends an increase in the rate of dividend declared to Rs.5.00 per share (including a special dividend of Re.1.00 per share) (FY2009 - Rs.4.00 per share), subject to approval of shareholders at the ensuing Annual General Meeting.

CAPITAL EXPENDITURE

Capital expenditure during the year amounted to Rs.133-52 million, a major part of which was spent on plant and equipment and building renovation.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

As required under Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo is annexed and forms a part of this Report.

DEPOSITS FROM PUBLIC

As on 31st December, 2010, 22 deposits aggregating to Rs.0.25 million remained unclaimed by the depositors.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investors protection and maximizing long-term shareholders value. The certificate of the Auditors, M/s Lovelock & Lewes, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement of the Stock Exchanges is annexed

SAFETY AND ENVIRONMENT

Highest priority is accorded to environment, occupational health and safety by your Company. Your Companys main factories at Kolkata and Noida are recipient of ISO 14001 certification by BVQI. Your Directors, through the Companys Safety, Health and Environment Department, oversee and review the integrated environment, occupational health and safety audits which ensure comprehensive coverage of all Company locations. Various proactive measures have been adopted and implemented which inter-alia include adoption of cleaner technology, conservation of resources through waste reduction, recycling and reuse of waste materials and ongoing training of employees. Your Companys focus on sustainable development will continue to be reinforced by improving standards of safety and environmental protection and further strengthened by the association with DIC Corporation, Japan which accords vital importance to these aspects.

INFORMATION SYSTEM

The Company runs on ORACLE E-Business Suite Version 11.5 to remain updated with the latest system for better operational and timely information management. With ORACLE, a reliable, high end, comprehensive, disciplined and integrated business solution in place, the Company has gained from the inbuilt checks and balances and efficient controls by maintaining audit trails.

DIRECTORS

Mr A D Chatterjee has been the Wholetime Director of the Company since 2007. Subsequent to re-assignment of his duties within the DIC Group, he has been transferred to the holding company, DIC Asia Pacific Pte Ltd, Singapore and he has accordingly tendered his resignation from the Board with effect from 21st April, 2010.

Mr Mitsunobu Miyasaka, the erstwhile Regional Managing Director of the holding Company, DIC Asia Pacific Pte Ltd, Singapore had been in the Board of the Company since 18th April, 2007. Subsequent to his taking a new assignment within the Group, he has tendered his resignation from the Board of Directors with effect from 26th May, 2010.

The Board recorded its appreciation for the dedication, foresightedness, leadership and contribution made by Mr A D Chatterjee and Mr M Miyasaka to the growth of the Company.

Pursuant to the resignation of Mr M Miyasaka from the Board, Mr Kazuo Kudo has been appointed as the Regional Managing Director of the Companys holding Company and has been nominated to the Board of DIC India Limited with effect from 2nd June, 2010.. He also holds directorship in several other DIC Group Companies. Mr. Kudos appointment is valid till the date of forthcoming Annual General Meeting. The Company has received a notice from a shareholder pursuant to Section 257 of the Companies Act, 1956 proposing his re-appointment. Appropriate resolution seeking his appointment is appearing in the Notice convening the Annual General Meeting of the Company.

Mr K Kudo is not related to any Director in the Company and does not hold any shares in the Company.

Pursuant to the succession planning of the Company, the Board in its meeting held on 21st October 2010, had rescinded the present terms of appointment of Dr P K Dutt as the Chairman & Chief Executive Officer which was due to expire on 31st March, 2011 and has given a fresh term of appointment of 15 months to Dr Dutt as the Chairman of the Company with effect from 1st January, 2011 till 31st March, 2012.

The Board in the same meeting held on 21st October, 2010 had also rescinded the present terms of appointment of Mr Samir Bhaumik as the Wholetime Director which was due to expire on 28th October, 2012 and has given a fresh term of appointment to Mr Bhaumik as the Managing Director of the Company with effect from 1st January, 2011 for a period of 3 years.

In terms of Articles of Association of the Company, Mr S Bose and Mr P L Agarwal retire from the Board by rotation and being eligible, offer themselves for re-appointment. They do not hold any share in the Company.

The appointments of Dr P K Dutt, Mr S Bhaumik, Mr Kudo, Mr S Bose and Mr P L Agarwal, form part of the Notice of Annual General Meeting and the Resolutions are recommended for your approval.

Profile of these Directors, as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, is given in the Notice of the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Act, the Directors state that:

a) in the preparation of the annual accounts for the year ended 31st December, 2010, applicable accounting standards have been followed with no material departure;

b) your Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st December, 2010 and of the profit for the year ended on that date;

c) your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the accounts for the year ended 31st December, 2010 have been prepared on a going concern basis.

AUDITORS

Messrs Lovelock & Lewes, Chartered Accountants, retiring Auditors, being eligible, offer themselves for re-appointment.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

The Company has transferred a total sum of Rs.0.31 million during the financial year 2010 to the Investor Education & Protection Fund established by the Central Government, in compliance with Section 205C of the Companies Act, 1956. The said amount represents unclaimed dividend amounting to Rs.0.17 million and a further Rs.0.14 million towards unclaimed fixed deposits & interests which has been lying with the Company for a period of 7 years from their respective due dates of payment.

RISKS & MITIGATING STEPS

Financial Risk

The Company has a system of periodical internal audit of all regions and also of various functional areas of the Company. The reports are placed before the Audit Committee and give directions towards rectification of the problem at hand.

Strategic Risk

The Company identified that being a knowledge based industry, intellectual property rights was a major area of threat. Accordingly, the Company has taken an intensive exercise to ensure all products and technologies used by the Company were covered under the applicable trademark and copyright Acts.

Operational Risk

The Company has a system to periodically review the operational risks and take suitable measures as may be appropriate to counter such risks.

BUSINESS OUTLOOK AND FUTURE PROSPECTS

India continues to remain one of the fastest growing economies in the world with a growth rate of 8.6% during 2010 -11. The GDP growth is reverting to its earlier high growth trajectory led by broad-based growth momentum. The growth process was further supported by the buoyant services sector and enhanced agricultural output. Industrial growth was robust, albeit, with greater volatility.

However, it was noticed that the robust growth has also coincided with sectoral imbalances whereby demand is growing faster than capacity thereby rising inflationary pressure. The fact that uncertain rainfalls have resulted in agricultural growth being lower than population growth has also added to the rising inflation particularly in food prices. For high growth to co-exist with a low inflation regime, structural policy measures to limit the magnitude of imbalances would be critical for which the Government is taking active measures.

Your Companys business strategy for the current financial year would be to consolidate the business which showed an impressive growth during last year and to focus on high quality market segment. By integrating individual technologies and functions from our Groups wide range of products, your Company will facilitate the development of new and high performance products in the commercial printing sectors. Further, your Company would focus on improving the operating margins through better productivity, greater focus on logistics and effective working capital management. The concern however remains on the uncertainty in oil price.

Your Companys continued focus on research & development enabled it to develop several environment friendly products including certain products in the field of high performance to cater to some niche markets. The R&D Centre is recognized by the Central Government, Ministry of Science and Technology. Your Company has a basket of several internationally recognised products and has plans to exploit these as well as to increase sales through new product launches and expanding market network.

The Company has continued its effort to implement all round cost saving measures and improving productivity to ensure that the Companys growth rate continues. The investment in research and development measures to upgrade its product portfolio and manufacturing process to cater to the future demands would be continued to maintain your companys leadership in the market. It is the endeavour of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in the short, medium and long term. With a significant improved customer base, experience in varied markets, continuous technical assistance from DIC Corporation, Japan, the worlds largest ink manufacturing company and strong management team, your Company feels confident of sustained growth in all the market segments.

ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to express its sincere appreciation for the continued support and confidence received from customers, distributors, suppliers, bankers, shareholders and other business associates.

Your Directors place on record their deep appreciation of the dedicated efforts and contribution of the employees at all levels and look forward to their continued support in the future as well.

Your Directors look forward to the future with confidence.

On behalf of the Board

DR P K DUTT

Chairman

Kolkata B CHOUDHURI

9th February, 2011 Director

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Dec 31, 2009

FINANCIAL RESULTS (Rs. in Million)

2009 2008

Net Sales 4592.52 4719.29

Other Income 103.90 40.64

Total Income 4696.42 4759.93

Operating Profit 316.32 280.58

Profit before Taxation 319.53 231.48

Provision for Taxation including deferred taxation 96.58 80.54

Profit after Tax 222.95 150.94

Balance brought forward from previous year 536.30 438.05

Making a total available for appropriation 759.25 588.99

Out of which Directors have transferred to General Reserve 22.50 15.10

Your Board recommends for distribution as Dividend at the rate of Rs.4.00 per share on 9,178,977 Equity Shares (together with Tax on Dividend & Surcharge) absorbing in all 42.96 37.59

(Previous year: Rs.3-50 per share on 9,178,977 Equity Share)

Leaving a balance carried forward of 693.79 536.30

PERFORMANCE REVIEW

The Printing Ink market witnessed demand slowdown and sales price came down in general. The slowdown in the economy resulted in the reduction in number of pages by newspaper houses and also in the number of colour advertisement leading to lower demand for News Ink. Packaging Inks business started slowly but subsequently picked up volume. During the year the raw material cost remained low due to subdued global demand

Due to the above, your Companys overall net sales decreased from Rs.4,719.29 million to Rs.4,592.52 million registering a decline of 2.68%. Low raw material cost and improvement in operating efficiency resulted in increase in operating margin. Pre-tax profit was Rs.319.53 million compared to Rs.231.48 million earned in the previous year registering an impressive increase of 38.04%. The post tax profit was Rs.222.95 million in 2009 compared to Rs.150.94 million in the previous year, an increase of 47.71%.

ACCOUNTS OF SUBSIDIARY COMPANY

Your Company has been exempted from the provisions of Section 212(1) of the Companies Act, 1956 relating to the attachment of the accounts of its subsidiary, DIC Coatings India Limited, to its accounts for the financial year ended 31st December, 2009 pursuant to approval of the Central Government under Section 212(8) of the Companies Act, 1956. However, a statement of financial information regarding subsidiary company forms part of the Annual Report and is being disclosed pursuant to the direction of the Central Government while granting the aforesaid exemption. Shareholders desirous of obtaining the annual accounts of your Companys subsidiary may obtain the same upon request. The annual report and accounts of the subsidiary company will be kept for inspection at your Companys Registered Office and that of the subsidiary company.

DIC COATINGS INDIA LIMITED (DCIL)

During the year under review, Pesticide and Paint container business started out in a subdued way but improved subsequently. PP cap business performed at expected level. Aerosol container business was normal and growing. Crown customer also picked up in the latter half. Organosol business was stable. There was a decline in the Collapsible tube business. Battery jacket business was stable.

The Company witnessed a increase in sales from Rs.433.84 million in 2008 to Rs.457.56 million. The impact of lower raw material cost and improvement in operational efficiency resulted in the profit before tax being Rs.71.50 million as against Rs.44.92 million registered during the last year. Likewise, profit after- tax also increased from 29.78 million to Rs.48.32 million in the current year.

The Company had declared an interim dividend of Rs.2.50 per share (25%) and followed it up with a second interim dividend of Rs.2.20 (22%) per share in their meeting held on 22nd October, 2009. The total dividend pay-out for the year amounted to Rs.50,539,790.90.

As informed to the Stock Exchanges, the Management is evaluating various options to divest its shareholdings with DIC Coatings India Limited.

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with the applicable accounting standards issued by the Institute of Chartered Accountants of India. The audited consolidated financial statements together with the Auditors Report form part of the Annual Report.

DIVIDEND

Considering the performance of the Company and keeping in mind the need to conserve resources for future growth, your Board recommends an increase in the rate of dividend declared to Rs.4.00 per share (FY2008 - Rs.3-50 per share), subject to approval of shareholders at the ensuing Annual General Meeting.

CAPITAL EXPENDITURE

Capital expenditure during the year amounted to Rs.94.99 million, a major part of which was spent on plant and equipment.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

As required under Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo is annexed and forms a part of this Report.

DEPOSITS FROM PUBLIC

As on 31st December, 2009, 32 deposits aggregating to Rs.0.34 million remained unclaimed by the depositors.

HUMAN RESOURCES

Your Company believes that the competence and commitment of the people are the principle drivers of competitive advantage that enable the enterprise to create and deliver value. The industrial relations climate of your Company continues to remain harmonious with focus on improving productivity, quality and safety. Efforts are being made to strengthen organizational culture in order to attract and retain the best talent in the industry. Training needs are identified in a systematic manner and regular training programmes are organised, both in-house and external where employees are nominated to participate. The Board records its appreciation of the commitment and support of the employees and looks forward to their continued support.

As on 31st December, 2009, the Company had 620 employees on the pay roll. The statement showing particulars of employees pursuant to Section 217C2A) of the Companies Act, 1956 is annexed and forms an integral part of this Report.

INTERNAL CONTROL SYSTEMS

Your Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investors protection and maximizing long-term shareholders value. The certificate of the Auditors, M/s Lovelock & Lewes, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement of the Stock Exchanges is annexed.

SAFETY AND ENVIRONMENT

Highest priority is accorded to environment, occupational health and safety by your Company. Your Companys main factories at Kolkata and Noida are recipient of ISO 14001 certification by BVQI. Your Directors, through the Companys Safety, Health and Environment Department, oversee and review the integrated Environment, Occupational Health and Safety Audits which ensure comprehensive coverage of all Company locations. Various proactive measures have been adopted and implemented which inter- alia include adoption of cleaner technology, conservation of resources through waste reduction, recycling and reuse of waste materials and ongoing training of employees. Your Companys focus on sustainable development will continue to be reinforced by improving standards of safety and environmental protection and further strengthened by the association with DIC Corporation, Japan which accords vital importance to these aspects.

INFORMATION SYSTEM

The Company runs on ORACLE E-Business Suite Version 11.5 to remain updated with the latest system for better operational and timely information management. With ORACLE, a reliable, high end, comprehensive, disciplined and integrated business solution is in place, the Company has gained from the inbuilt checks and balances and efficient controls by maintaining audit trails.

DIRECTORS

The Board inducted Mr Bhaskar Nath Ghosh into the Board of Company with effect from 25th July, 2009. Mr B N Ghosh brings with his 37 years of experience, vast knowledge in field of finance eg. investment planning, corporate projections, risk management, long term financial planning and corporate decision making. Mr B N Ghosh is not related to any Director in the Company and does not hold any shares in the Company.

The appointment of Mr B N Ghosh is valid till the date of forthcoming Annual General Meeting. The Company has received notice from a shareholder, pursuant to Section 257 of the Companies Act 1956, for the appointment of Mr B N Ghosh. Appropriate resolution seeking his appointment is appearing in the Notice convening the Annual General Meeting of the Company.

In terms of Articles of Association of the Company, Mr D Banerjee, Mr B Choudhuri and Mr P Koek retire from the Board by rotation and being eligible, offer themselves for re-appointment. They do not hold any share in the Company.

These appointments form part of the Notice of Annual General Meeting and the Resolutions are recommended for your approval.

Profile of these Directors, as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, is given in the Notice of the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Act, the Directors state that:

a) in the preparation of the annual accounts for the year ended 31st December, 2009, applicable accounting standards have been followed with no material departure;

b) your Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st December, 2009 and of the profit for the year ended on that date;

c) your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the accounts for the year ended 31st December, 2009 have been prepared on a going concern basis.

AUDITORS

Messrs Lovelock & Lewes, Chartered Accountants, retiring Auditors, being eligible, offer themselves for re-appointment.



ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to express its sincere appreciation for the continued support and confidence received from customers, distributors, suppliers, bankers, shareholders and other business associates.

Your Directors place on record their deep appreciation of the dedicated efforts and contribution of the employees at all levels and look forward to their continued support in the future as well.

Your Directors look forward to the future with confidence.

On behalf of the Board

DR P K DUTT

Chairman & Chief Executive Officer

Kolkata B CHOUDHURI

10th February, 2010 Director