Directors Report of Indokem Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the report on the business and operations of your Company (“the
Company” or “Indokem”) along with the audited financial statements for the financial year ended March 31, 2025.

1. Results of our operations and state of affairs: ('' in Lakhs)

PARTICULARS	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	15,365	13,951	17,809	16,480
Profit / (Loss) before Interest, Depreciation and Taxes	570	10	837	(60)
Less: Interest	272	294	283	308
Less: Depreciation	207	238	225	251
Profit / (Loss) before Tax	91	(522)	329	(619)
Less: Provision for Tax	-	-	-	-
Less: (Excess) / Short Provision of previous year	(1)	4	15	4
Profit / (Loss) for the year	92	(526)	314	(623)

2. Operational Performance:

(i) Consolidated Financial Performance:

Revenue from operations for FY 2024-25 stood at ?17,809 lakhs, registering an increase of 8.06% over
the previous year''s ?16,480 lakhs. EBITDA increased to ?837 lakhs from ?(60) lakhs in FY 2023-24. The
Profit After Tax (PAT) improved significantly to ?314 lakhs as against a loss of ?623 lakhs in the previous
year.

(ii) Standalone Financial Performance:

Revenue from operations for FY 2024-25 increased by 10.14% to ?15,365 lakhs, compared to ?13,951
lakhs in the previous year. EBITDA rose to ?570 lakhs from ?10 lakhs and PAT improved to ?92 lakhs from
a loss of ?526 lakhs in FY 2023-24.

(iii) Outlook:

FY 2024-25 was marked by global economic uncertainty and instability. Volatile oil prices disrupted
supply chains, while the economic slowdown in China and the Far East, coupled with weak business
sentiment in the European Union, impacted both margins and customer demand. Geopolitical tensions
further exacerbated the situation across various commodity and user industries.

Despite these challenges, domestic demand remained robust. Though margins were under pressure,
healthy volumes enabled continued operations at high capacity utilization. The Company focused on
operational efficiency and cost control measures.

The Company took possession of a 5,000 sq. mtr. industrial plot at Additional MIDC, Pale, Ambernath,
District Thane, originally purchased from MIDC in 2015. The Company intends to construct a manufacturing
facility for sizing chemicals on this plot, entailing a substantial capital investment.

To further streamline operations and enhance efficiency, the Company also plans to consolidate the
warehouse at Village Dahisar Mori into the main unit at Chikhloli MIDC, Ambernath. This integration is
expected to improve manufacturing efficiency, supervision and quality control.

The Company continues to emphasize its export strategy, actively engaging with international markets to
explore profitable growth opportunities and demonstrate global competitiveness.

The amalgamation of Refnol Resins and Chemicals Limited has significantly contributed to product
diversification, economies of scale, operational rationalization, improved management efficiency and
increased shareholder value. The Company is confident that this integration will continue to support long¬
term growth.

3. Consolidated Financial Statements:

The consolidated financial statements of the Company and its subsidiaries for FY 2024-25 have been prepared
in compliance with the Companies Act, 2013 and Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) and in accordance with Indian Accounting Standards
(Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated
financial statements, along with the Independent Auditor''s Report, form part of this Annual Report.

4. Subsidiary, Associate and Joint Venture Companies:

There was no material change in the nature of the business of the subsidiaries during the year. As of March 31,
2025, the Company had the following subsidiaries:

Sr. No.	Entity	Relationship
1.	Indokem Bangladesh (Pvt.) Limited	Subsidiary
2.	Refnol Overseas Limited	Subsidiary
3.	Texcare Middle East LLC	Step-down subsidiary

Ihe Company has no associate companies or joint ventures.

As required under Section 129 of the Act and Rule 5 of the Companies (Accounts) Rules, 2014, a statement
containing the salient features of the financial statements of subsidiaries in Form AOC-1 is attached as
Annexure B to this report.

In accordance with Section 136 of the Act, the financial statements of the subsidiary companies will be available
to shareholders upon request and are open for inspection. Members may email their request to iklsecretarial@
gmail.com until the date of the AGM. These statements are also available on the Company''s website at: https://
www.indokem.co.in/subsidiaries-financials.php.

Pursuant to Regulation 16(1)(c) of the Listing Regulations, the Company has adopted a Policy for determining
Material Subsidiaries, available at: https://www.indokem.co.in/Policies.php.

i. Share Capital:

The Authorised Share Capital of the Company is ?30,42,56,000/- (Rupees Thirty Crores Forty-Two Lakhs
Fifty-Six Thousand only) consisting 2,83,25,600 (Two Crores Eighty-Three Lakhs Twenty-Five Thousand
Six Hundred only) equity shares of ?10/- each (Rupees Ten) and 21,00,000 (Twenty-One Lakhs) 8% Non¬
Cumulative Redeemable Preference Shares of ?10/- each (Rupees Ten).

The paid-up share capital of the Company is ?29,95,92,300/- (Rupees Twenty-Nine Crores Ninety-Five Lakhs
Ninety-Two Thousands Three Hundred only) consisting of 2,78,88,255 of (Two Crores Seventy-Eight Lakhs
Eighty-Eight Thousands Two Hundred and Fifty-Five Only) equity shares of ?10/- each (Rupees Ten) amounting
to ?27,88,82,550/- (Rupees Twenty-Seven Crores Eighty-Eight Lakhs Eighty-Two Thousand Five Hundred Fifty
Only). The issued, subscribed and paid up 8% Non- Cumulative Redeemable Preference Shares is 20,70,975
of ?10/- each amounting to ?2,07,09,750/- as on March 31,2025.

There was no change in the Authorised or Paid-up Share Capital of the Company during FY 2024-25. Further,
the Company has not issued:

a. Any shares with differential voting rights;

b. Any sweat equity shares; or

c. Any new preference shares.
i. Transfer to Reserves:

In view of the accumulated losses, the Company has not transferred any amount to reserves during the financial
year, in accordance with Section 134(3)(j) of the Companies Act, 2013.

7. Dividend:

The Board of Directors does not recommend any dividend on equity shares for the financial year ended March
31,2025.

8. Investor Education and Protection Fund (IEPF) related information:

There was no unclaimed dividend due for transfer to the IEPF during FY 2024-25.

As per Sections 124 and 125 of the Act and the IEPF Rules, dividends remaining unpaid or unclaimed for seven
consecutive years are required to be transferred to the IEPF. The Company requests all members to claim their
unpaid dividends within the prescribed timeline.

Concerned shareholders or their legal heirs may claim the transferred dividend amounts and corresponding
shares from the IEPF Authority after following the prescribed procedure.

9. Change in the nature of business:

There was no change in the nature of the Company''s business during FY 2024-25.

10. Material Changes and Commitments:

There have been no material changes or commitments affecting the financial position of the Company that have
occurred between the end of the financial year and the date of this report.

11. Directors and Key Managerial Personnel:

During the year under review, the following changes occurred in the composition of the Board of Directors and
Key Managerial Personnel of the Company:

(i) Inductions

• Mr. Sivarama G. was appointed as the Chief Financial Officer (CFO) and Key Managerial Personnel
(KMP) of the Company with effect from May 09, 2025.

(ii) Re-appointments

• Mr. Mahendra K. Khatau (DIN: 00062794) was re-appointed as the Managing Director of the Company at
the 58^th Annual General Meeting held on September 26, 2024, for a period of 3 (three) years with effect
from April 1, 2025.

(iii) Retirements and re-appointment at the Annual General Meeting (AGM)

• In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association
of the Company, Mrs. Asha Mahendra Khatau (DIN: 00063944) retires by rotation at the forthcoming Annual
General Meeting and, being eligible, has offered herself for re-appointment. A resolution seeking approval
of the Members for her re-appointment forms part of the Notice of the AGM. The Board recommends her
re-appointment.

(iv) Cessations

• Ms. Rupal B. Parikh resigned from the office of Chief Financial Officer (CFO) and Key Managerial
Personnel (KMP) of the Company with effect from May 09, 2025.

12. Certificates from Practicing Company Secretary:

M/s. Jay & Associates, Practicing Company Secretaries, have issued a certificate pursuant to the Listing
Regulations confirming that none of the Directors on the Board of the Company have been debarred or
disqualified from being appointed or continuing as Directors by SEBI, the Ministry of Corporate Affairs, or any
other statutory authority. The said certificate is annexed herewith as Annexure G.

13. Training and Familiarization Program for Directors:

In compliance with Regulation 25(7) of the Listing Regulations and provisions of the Companies Act, 2013, the
Company has conducted familiarization programs for its Independent Directors to keep them informed about
major developments in legal, regulatory and operational matters.

i ne rolicy on Familiarization rrogram ana the details ot me programs conducted are avanaDie on me
Company''s website at: www.indokem.co.in

14. Annual Evaluation of Board Performance and Performance of its Committees and Individual Directors:

The Board has established a formal process to annually evaluate its performance and that of its Committees
and individual Directors, including the Chairman.

The evaluation was carried out in accordance with the criteria laid down by the Nomination and Remuneration
Committee and is broadly based on the Guidance Note on Board Evaluation issued by SEBI on January 5,
2017. Key evaluation parameters included:

• Fulfillment of key responsibilities towards stakeholders;

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

• Coordination and cohesiveness between the Board and Committees;

• Effectiveness of deliberations and decision-making processes;

• Board/Committee dynamics and culture; and

• Quality of relationship between Board and Management.

A separate meeting of Independent Directors held on August 13, 2024, evaluated the performance of Non¬
Independent Directors, the Board as a whole and the Chairman. The Nomination and Remuneration Committee
also reviewed the performance criteria on the same date.

The Board, in its meeting following the above, discussed and noted the overall performance outcomes.
Outcome of Evaluation

The evaluation reflected a high level of satisfaction with the Board''s functioning, ethical governance standards
and the professional relationship between the Board and Management. Directors appreciated the openness
and transparency in information sharing, especially in strategic matters.

15. Policy on Directors’ Appointment and Remuneration and other details:

The Company''s policy on the appointment and remuneration of Directors, Key Managerial rersonnel and
other employees as provided under Section 178(3) of the Companies Act, 2013, is disclosed in the Corporate
Governance Report, which forms part of this Annual Report.

16. Remuneration of Directors and Key Managerial Personnel:

In accordance with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, details relating to the remuneration of Directors and KMP are disclosed in Annexure A to this
Report.

17. Particulars of Employees:

Disclosures pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure A.

No employee falls under the criteria specified in Rule 5(2) of the said Rules.

A statement of top ten employees in terms of remuneration drawn and particulars of employees under Rule
5(2) and Rule 5(3) is enclosed as Annexure I. In accordance with the proviso to Section 136(1) of the Act,
this annexure is not being sent to Members but is available for inspection and may be obtained by request at
[e-mail].

No employee of the Company is related to any Director or holds 2% or more of the equity share capital of the
Company as specified in Rule 5(2).

18. Directors’ Responsibility Statement:

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors
confirms that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and
there are no material departures;

(ii) Accounting policies have been selected and applied consistently and judgments and estimates made are
reasonable and prudent to give a true and fair view of the Company''s state of affairs and profit for the year;

(iii) Proper and sufficient care has been taken 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;

(iv) The annual accounts have been prepared on a going concern basis;

(v) Internal financial controls have been laid down and are adequate and operating effectively; and

(vi) Proper systems have been devised to ensure compliance with all applicable laws and such systems are
adequate and operating effectively.

19. Audit:

19.1 Statutory Audit

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, at
the 56^th AGM held on September 29, 2022, the members approved the appointment of M/s. CNK & Associates
LLP, Chartered Accountants (ICAI Firm Registration Number: W100036) as Statutory Auditors of the Company
to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 61^st AGM to be
held in 2027.

The financial statements of the Company have been prepared in accordance with Indian accounting standards
(Ind AS) notified under Section 133 of the Act. The Statutory Auditor''s report does not contain any qualifications,
reservations, adverse remarks or disclaimers in their report for the financial year ended March 31,2025.

19.2 Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Jay & Associates,
a firm of Company Secretaries in Practice, to conduct the Secretarial Audit of the Company for the year ended
March 31,2025. The Secretarial Audit Report in Form MR-3 is annexed as Annexure H and does not contain
any qualifications or adverse remarks.

In line with the amended Regulation 24A of the Listing Regulations, the Board in it''s meeting held on August
08, 2025 has approved the appointment of M/s. Mayur More & Associates as the Secretarial Auditors of the
Company for a term of 5 consecutive years with effect from FY 2025-26 to FY 2029-30, subject to approval of
the shareholders at the forthcoming AGM.

19.3 Cost Audit and Cost Report:

Pursuant to Section 148(1) of the Companies Act, 2013 the Company is required to maintain cost records as
specified by the Central Government and accordingly Company has maintained accounts and cost records as
required under the Act and the Companies (Cost Records and Audit) Rules, 2014. The members ratified the
appointment and remuneration of M/s. Y S. Gokhale & Associates (Firm Registration No. 101710) as the Cost
Auditors for FY 2024-25 on August 13, 2024.

The Board at its meeting held on August 08, 2025 has, on the recommendation of the Audit Committee, approved
the reappointment of M/s. Y S. Gokhale & Associates (Firm Registration No. 101710), as Cost Auditors of the
Company for FY 2025-26 on a remuneration of ?1,40,000/- plus taxes as applicable. The remuneration is
subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and
Auditors) Rules, 2014 and will accordingly place before the Shareholders for ratification. The same is placed for
ratification of Members and forms part of the Notice of the AGM.

19.4 Internal Auditor:

Pursuant to the provisions of Section 138 of the Act, the Board at its meeting held on May 30, 2024 based
on the recommendation of the Audit Committee, had approved the appointment of Mr. Mukund Nagpurkar

to conduct the internal audit of your Company for the FY 2024-25. The Board was further informed that Mr.
Mukund R. Nagpurkar, the Internal Auditor of the Company for the Financial Year 2024-25, has expressed his
willingness to be reappointed.

The Board of Directors at their meeting held on May 09, 2025 has re-appointed Mr. Mukund Nagpurkar as the
Internal Auditors of your Company for the FY 2025-26.

20. Instances of fraud reported by the Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported any
instances of fraud committed against the Company by its officers or employees under Section 143(12) of the
Companies Act, 2013.

21. Secretarial Standards:

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.

22. Corporate Governance:

The Company has duly complied with the requirements of Corporate Governance as stipulated under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). The Corporate
Governance Report along with the certificate from M/s. Jay & Associates, Practicing Company Secretaries,
confirming compliance with the conditions of Corporate Governance, forms part of this Annual Report and is
annexed as Annexure F.

23. Management Discussion and Analysis:

The Management Discussion and Analysis Report, as required under Regulation 34(2) read with Schedule
V of Listing Regulations, 2015 is enclosed and forms part of this Annual Report as Annexure J.

24. Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for the financial year 2024-25 has been uploaded on the
Company''s website and is accessible at: https://www.indokem.co.in/Annual-Return.php.

25. Meetings of the Board of Directors:

During the year under review, four (4) meetings of the Board of Directors were held. The details of these
meetings are provided in the Corporate Governance Report. The gap between the meetings was within the
period prescribed under the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

26. Board Committees

In compliance with the Companies Act, 2013 and Listing Regulations, the Company has constituted the
following statutory Committees of the Board:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

In addition, the Company has also constituted:

• Risk Management Committee

• Committee of Board of Directors

• Vigil Mechanism/Whistle Blower Committee

Details regarding the composition, terms of reference and meetings held by these Committees during the year
under review are disclosed in the Corporate Governance Report, which forms an integral part of this Annual
Report. There have been no instances where the Board did not accept the recommendations of any of its
Committees, including the Audit Committee.

27. internal rinanciai control Systems ana tneir Adequacy:

The Company has in place adequate internal financial control systems commensurate with the nature, size and
complexity of its operations. These internal controls are designed to ensure the reliability of financial reporting
and compliance with applicable laws and regulations. A detailed analysis of the internal control systems is
provided under the section ‘Internal Control Systems and their Adequacy'' in the Management Discussion and
Analysis Report forming part of this Annual Report.

28. Vigil Mechanism / Whistle Blower:

In accordance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations,
the Company has established a Whistle Blower Policy and Vigil Mechanism to report concerns about unethical
behavior, actual or suspected fraud, or violation of the Company''s Code of Conduct.

The mechanism provides for adequate safeguards against victimization of employees who avail of the
mechanism. No person has been denied access to the Chairman of the Audit Committee.

The policy is available on the Company''s website at: https://www.indokem.co.in/Policies.php

29. Code of Conduct:

The Company has adopted a Code of Conduct for its Board of Directors and Senior Management Personnel,
which sets out the principles of ethical conduct and integrity. All Directors and Senior Management Personnel
have affirmed compliance with this Code for the financial year 2024-25.

The Code is available on the Company''s website at the following links:
https://www.indokem.co.in/pdf/newpdf/Code%20of%20Conduct%20for%20Directors.pdf
https://www.indokem.co.in/pdf/financial/senior employee code of conduct.pdf

In accordance with Regulation 34 of the Listing Regulations, a declaration signed by Mr. Mahendra K. Khatau,
Chairman and Managing Director, confirming compliance with the Code by all concerned is annexed as
Annexure E to this Report.

30. Insider Trading Policy:

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”), the Company has
adopted the following codes:

• Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons

• Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

These Codes provide for formulation of trading plans, pre-clearance of trades and prohibition on trading in the
Company''s securities by Designated Persons and their immediate relatives while in possession of Unpublished
Price Sensitive Information and during closure of the Trading Window.

A Structured Digital Database (SDD) is maintained internally containing details of Designated Persons and
Connected Persons in accordance with the PIT Regulations.

The Company Secretary has been designated as the Compliance Officer for the effective implementation of the
Insider Trading Code.

All Directors, Designated Persons and Connected Persons have affirmed compliance with the above Codes.
The Codes are available on the Company''s website at:

https://www.indokem.co.in/pdf/newpdf/Code%20of%20Practices%20and%20Procedures%20for%20Fair%20

Disclosure%20of%20UPSI.pdf

31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

The Company has in place a Policy on Prevention of Sexual Harassment at workplace aligned with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. The policy covers all employees including permanent, contractual, temporary and trainees.

In compliance with the Act, the Company has constituted an Internal Complaints Committee (ICC) to address
complaints of sexual harassment at the workplace. No complaints were filed, disposed off or pending during the
financial year under review.

32. Declaration under the Maternity Benefit Act, 1961:

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961 during the year under
review. All eligible female employees have been extended the benefits mandated under the Act, ensuring their
rights and welfare are upheld in accordance with the applicable statutory requirements.

33. Diversity, Equity and Inclusion

Indokem Limited is committed to promoting diversity, equity and inclusion (DEI) throughout its operations,
recognising that these values are key drivers of innovation, productivity and sustainable growth. The Company
ensures equality and respect for all individuals, irrespective of gender, ethnicity, age, caste, religion or
background. It fosters inclusive workplaces through practices like pay parity, skill development and demographic
diversity.

The composition of the workforce of the Company as on March 31,2025, is as follows:

Gender	Number of Employees	Percentage of Total Workforce
Male	153	86.93%
Female	23	13.07%
Transgender	0	0.00%
Total	176	100.00%

The Company ensures that compensation is based on the skills, experience, and performance of its employees,
with no gender bias. The Company focuses on optimising the return on its human capital, making data-driven
decisions to guide talent acquisition, resource allocation and employee development strategies.

34. Particulars of Loans, Guarantees and Investments:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies
Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31,2025,
are disclosed in Note No. 5 to the standalone financial statements of the Company.

35. Deposits:

During the year under review, the Company has not accepted or renewed any deposits within the meaning
of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as
amended. As on March 31,2025, there were no outstanding amounts of principal or interest. The Company had
no unpaid or unclaimed deposits. Accordingly, the provisions of Chapter V of the Act are not applicable.

36. Transactions with Related Parties:

All related party transactions entered into during the year were on an arm''s length basis, in the ordinary course
of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing
Regulations.

There were no transactions falling under the scope of Section 188(1) of the Act. All related party transactions
were placed before the Audit Committee and the Board for prior approval. Omnibus approval of the Audit
Committee was obtained for transactions of a repetitive nature. Member approval was also obtained for material
related party transactions as required under the Listing Regulations.

The Policy on Related Party Transactions is available on the Company''s website. Disclosure of such transactions
in Form AOC-2 as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 is annexed as Annexure C. Further details are provided in the Notes to the Financial Statements.

37. Insurance:

All properties and insurable interests of the Company, including buildings, plant and machinery and inventories
have been adequately insured.

38. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

As per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,
2014, relevant disclosures are as follows:

A. Conservation of Energy:

(a) Energy Conservation measures taken:

(i) Electrical Energy:

o Regular preventive and predictive maintenance of electrical systems to minimize energy loss.
o Upgradation of electrical infrastructure to reduce power consumption.

(ii) Furnace Oil / LDO Consumption:

There is no major consumption of Furnace Oil / Light Diesel Oil. However, there are some processing
activities carried out limiting the consumption of energy.

(b) Additional investments and proposals if any, being implemented for reduction of consumption of
energy:

The Company is in the process of upgrading and installing energy-efficient machinery, expected to
enhance operational efficiency.

(c) Impact of the measures at (a) and (b) for reduction of consumption of energy and consequent
impact on the cost of production:

No significant direct cost impact was observed during the year.

(d) Energy consumption and energy consumption per unit of production:

Details are provided in Form A of Annexure D to this Report.

B. Technology Absorption:

Key initiatives include:

• Modification of air conditioning systems to enhance process efficiency.

• Upgradation of existing machinery for development of high-value and innovative products.

• Focused R&D on process improvement, product development and troubleshooting.

Benefits Derived:

• Cost optimization

• Quality enhancement

• Operational efficiency

• New product development

39. Foreign Exchange Earnings and Outgo:

PARTICULARS	FY 2024-25	FY 2023-24
I. Foreign Exchange Earned
F. O. B. Value of Export	3265.40	2793.56
II. Foreign Exchange Outgo
C. I. F. Value of Imports of Raw Materials	200.99	71.09
Expenses in Foreign Currency	94.93	103.48
Total of Foreign Exchange Outgo	295.92	174.57

40. Safety, Health and Environment:

a) Safety: The Company promotes a strong safety culture through regular training and awareness programs
for employees.

b) Health: The Company prioritizes employee well-being through periodic health check-ups and consultations
with a visiting medical officer.

c) Environment: The Company is committed to environmental sustainability and complies with the
Maharashtra Pollution Control Board''s regulations.

41. Risk Management:

The Company has an established risk management framework to identify, evaluate and mitigate risks in its
business operations. Risks are periodically reviewed and strategies are formulated to minimize their potential
impact.

The Company has adopted a Risk Management Policy and there are no risks identified by the Board that could
threaten its existence. Key risks and their mitigation strategies are discussed in the Management Discussion
and Analysis Report.

42. Research and Development:

The Company continues to invest significantly in R&D activities aimed at process improvement, product
innovation and development of future-ready textile chemicals. In-house R&D initiatives have led to the creation
of several value-added products widely used in the textile industry globally.

43. Corporate Social Responsibility (CSR):

The Company does not meet the thresholds prescribed under Section 135 of the Companies Act, 2013 for
mandatory CSR compliance and hence, CSR initiatives have not been undertaken during the year.

44. Cautionary Statement:

Statements in this Report and in the Management Discussion and Analysis Report describing the Company''s
objectives, projections, estimates, or expectations may be forward-looking within the meaning of applicable
securities laws and regulations. Actual results could differ materially due to factors such as economic conditions,
availability of raw materials, changes in regulatory environment and other unforeseen events.

45. Appreciation:

The Board of Directors expresses its deep appreciation to the Company''s employees, customers, vendors,
investors and stakeholders for their unwavering support and trust. The Board also extends its gratitude to the
Banks, Central and State Government departments and local authorities for their continued cooperation and
guidance.

For and on behalf of the Board
Sd/-

Mr. Mahendra K. Khatau

Place: Mumbai Chairman & Managing Director

Date: August 08, 2025 DIN: 00062794

---

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your Company (“the Company” or “Indokem”) along with the Audited financial statements for the financial year ended 31^st March, 2024.

1.	Results of our operations and state of affairs :				('' in Lakhs)
	Particulars	STANDALONE		CONSOLIDATED
		2023-24	2022-23	2023-24	2022-23
	Revenue from Operations	13,951	14,069	16,480	16,064
	Profit / (Loss) before Interest, Depreciation and Taxes	10	426	(60)	366
	Less: Interest	294	279	308	293
	Less: Depreciation	238	199	251	205
	Profit / (Loss) before Tax	(522)	(52)	(619)	(132)
	Less: Provision for Tax	-	-	-	-
	Less: Excess / Short Provision of previous year	4	0	4	0
	Profit / (Loss) for the year	(526)	(52)	(623)	(132)
Restated Figure - Please refer Note No. 31 of the Financial Results.

2. Operational Performance:

(i) Consolidated Financial Performance:

Revenue from operations for F.Y 2023-24 at ?16,480 lakhs marginally increased by 2.5% over previous year ?16,064 lakhs. EBITDA at ?(60) lakhs registered decline over EBITDA of ?366 lakhs in F.Y. 2022-23. PAT for the year at ?(623) lakhs registered decrease over the PAT of ?(132) lakhs in F.Y. 2022-23.

(ii) Standalone Financial Performance:

Revenue from operations for F.Y. 2023-24 at ?13,951 lakhs marginally decreased by 1% over previous year ?14,069 lakhs. EBITDA at ?10 lakhs registered decline over EBITDA of ?426 lakhs in F.Y. 2022-23. PAT for the year at ?(526) lakhs registered decrease over the PAT of ?(52) lakhs in F.Y. 2022-23.

3. Outlook:

During the year under review, your Company faced many challenges viz. higher interest rate, weaker trade, and spate of geopolitical tensions fueling market uncertainties and triggering supply chain disruptions, leading to adverse impact on global demand and unprecedented increases in prices of raw materials and indirect materials. These factors primarily resulted in lower sales volumes and lower margins.

The Company has taken possession of a 5,000 sq. mtr. industrial plot located at Additional MIDC, Pale, Ambernath, Dist. Thane, which was purchased from MIDC in 2015. The Company plans to construct a manufacturing plant for sizing chemicals on this plot, which will require a sizeable capital investment.

Your Company continues to focus on export markets. Initiatives are directed towards engaging with overseas markets with a view to testing and demonstrating international competitiveness and seeking profitable opportunities for growth.

Your Company is confident that the incorporation of foreign subsidiary and amalgamation of Refnol Resins and Chemicals Limited will play a crucial role in positioning the Company as a dominant player in the Global Textile Chemical Industry once there is improvement in the scenario of complex geo-political situation.

4. Consolidated Financial Statement

The consolidated financial statements of the Company and its subsidiaries for F.Y 2023-24 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act'') and as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations”) as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor''s Report thereon form part of this Annual Report.

5. Subsidiary, Associate and Joint Venture Companies:

During the year, there has been no material change in the nature of the business of the subsidiaries. The Company had following 2 direct and 1 indirect subsidiary Company as on March 31,2024. Further, the Company does not have any associate companies and has not entered into any joint venture agreements with any other entities.

Sr. No.	Entity	Relationship
1.	Indokem Bangladesh (Pvt.) Limited	Subsidiary
2.	Refnol Overseas Limited	Subsidiary
3	Texcare Middle Fast IIC	Step down subsidiary

Statement containing the salient features of the Financial Statements of the Subsidiary Companies/ Associate Companies/JV:

During the year, there has been no material change in the nature of the business of the subsidiaries. As per the provisions of Sections 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies in Form AOC-1 is published as a part of the Annual Report. Kindly refer to Annexure B.

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statements of the subsidiary companies upon a request by any Member of the Company or its subsidiary companies. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by Members. The Members can send an e-mail to [e-mail] upto the date of the AGM and the same would also be available on the Company''s website URL: https://www.indokem.co.in/ subsidiaries-financials.php.

6. Corporate Restructuring:

The Board of Directors of the Company, at its meeting held on 27^th July, 2021, 13^th September, 2021 and 15^th January, 2022 have considered and approved a Scheme of Amalgamation (the “Scheme”) of Refnol Resins & Chemicals Limited (“Transferor Company”) with Indokem Limited (“the Company” or “Transferee Company”). The Scheme entails the amalgamation of Refnol Resins & Chemicals Limited with Indokem Limited on the appointed date for the scheme set as on 1^st April 2021 and the same was approved by the Hon''ble National Company Law Tribunal (“NCLT”) in their order dated 14^th July 2023. The Order of the NCLT is also uploaded on the website of the Company at https://www.indokem.co.in/pdf/newpdf/NCLT%20Qrder%20 dated%2014.07.2023.pdf

The Scheme has received the necessary approvals from the shareholders and creditors of both companies, as well as the regulatory authorities including BSE Limited, Securities and Exchange Board of India and the NCLT, Mumbai Bench.

On 29^th September, 2023 the said order has been filed with the Registrar of Companies and thereby the Scheme has became effective. Upon the effectiveness of the scheme, eligible shareholders, whose names are recorded in the register of members and / or records of the depository on 11^th October, 2023 (Record Date) in Refnol Resins and Chemicals Limited were allotted 1,153 (One Thousand One Hundred and Fifty-Three) fully paid-up equity shares having a face value of Rs. 10 each of Indokem Limited, for every 1,000 (One Thousand) fully paid-up equity shares having a face value of Rs. 10 each held in Refnol Resins and Chemicals Limited on 13^th October, 2023, as consideration pursuant to the scheme. Further, the Company has also obtained Listing and Trading approval from BSE Limited for aforesaid equity shares.

7. Share Capital:

During the year, the Company issued and allotted 35,62,655 Equity shares of ?10/- each to the shareholder of Transferor Company, pursuant to scheme of Amalgamation (the “Scheme”) of Refnol Resins & Chemicals Limited (“Transferor Company”) with Indokem Limited (“the Company” or “Transferee Company”) as approved by the Hon''ble National Company Law Tribunal (“NCLT”) in their order dated 14^th July 2023 and filed with Registrar of Companies on 29^th September 2023 (“effective date”).

As a result of such merger, the Authorised Share Capital increased from ?26,42,56,000/- (Rupees Twenty-Six Crores Forty-Two Lakhs Fifty-Six Thousand only) consisting of 2,43,25,600 (Two Crores Forty-Three Lakhs Twenty-Five Thousand Six Hundred only) equity shares of ?10 (Rupees Ten) each and 21,00,000 (Twenty-One Lakhs) 8% Non- Cumulative Redeemable Preference Shares of ?10/- each (Rupees Ten) to ?30,42,56,000/-(Rupees Thirty Crores Forty-Two Lakhs Fifty-Six Thousand only) consisting 2,83,25,600 (Two Crores Eighty-Three Lakhs Twenty-Five Thousand Six Hundred only) equity shares of ?10 (Rupees Ten) each and 21,00,000 (Twenty-One Lakhs) 8% Non- Cumulative Redeemable Preference Shares of ?10/- each (Rupees Ten).

The paid-up Equity share capital increased from ?24,32,56,000 (Rupees Twenty-Four Crores Thirty-Two Lakhs Fifty-Six Thousands only) consisting of 2,43,25,600 of (Two Crores Forty-Three Lakhs Twenty-Five Thousands Six Hundred only) equity shares of ?10 (Rupees Ten) each to ?27,88,82,550 (Rupees Twenty-Seven Crores Eighty-Eight Lakhs Eighty Two Thousands Five Hundred Fifty only) consisting of 2,78,88,255 of (Two Crores Seventy-Eight Lakhs Eighty-Eight Thousands Two Hundred and Fifty-Five Only) equity shares of ?10 (Rupees Ten) as on 31^st March, 2024. The shares so allotted rank pari-passu with the existing share capital of the Company.

The issued, subscribed and paid up 8% Non- Cumulative Redeemable Preference Shares is 20,70,975 of ?10/-each amounting to ?2,07,09,750/-.

Except as stated herein, there was no other change in the share capital of the Company.

8. Transfer to Reserves:

Pursuant to provisions of Section 134(3)( j) of the Companies Act, 2013, in view losses suffered for the year under review, no amount has been transferred to the reserves.

9. Dividend:

The Board of Directors does not recommend any dividend on equity shares for the financial year ended 31^st March, 2024.

10. Investor Education and Protection Fund (IEPF) related information:

a. Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends that are unpaid or unclaimed for a period of 7 consecutive years from the date of their transfer are required to be transferred by the Company to the IEPF, administered by the Central Government. The Company requests all the members to encash/ claim their respective dividends within the prescribed period.

b. The dividend amount and shares transferred to the IEPF can be claimed by the concerned shareholder(s)/ legal heir(s) from the IEPF Authority after complying with the procedure prescribed under the IEPF Rules.

11. Change in the nature of business:

There are no changes in the nature of business during the financial year ended 31^st March, 2024.

12. Material Changes and Commitments:

There have been no material changes and commitments, 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.

13. Significant and Material Orders passed by the Regulators or Courts or Tribunal:

The Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench, has by pronouncement made on 14^th

July, 2023, sanctioned the Scheme of Amalgamation of Refnol Resins and Chemicals Limited (Transferor Company) with Indokem Limited (Transferee Company) and their respective shareholders, under Sections 230 to 232 of the Companies Act, 2013, and other applicable provisions of the Companies Act, 2013, and rules framed thereunder and the same has been filed with Registrar of Companies as on 29^th September, 2023, thereby the scheme of amalgamation becoming effective.

According to the order, Indokem Limited has issued fully paid-up equity shares to the equity shareholders of Refnol Resins and Chemicals Limited in the proportion of 1,153 equity shares of Indokem for every 1,000 equity shares held in Refnol. Further, the Company has also obtained Listing and Trading approval from BSE Limited for aforesaid equity shares.

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

14. Directors and Key Managerial Personnel:

(i) Appointments

(a) Mrs. Sneha Vidyadhar Khandekar (DIN: 06729350), Mr. Suyash Neelkanth Bhise (DIN: 06667481) and Mr. Adarsh Pankaj Shukla (DIN: 10244570) were appointed as Additional Non-Executive Independent Directors, for a tenure of 5 years commencing from 25^th July, 2023 till 24^th July 2028.

(b) Mr. Arupkumar Basu (DIN: 00906760) was appointed as an Additional Non-Executive Non Independent Director w.e.f. 25^th July 2023.

(c) Mrs. Sneha Vidyadhar Khandekar, Mr. Suyash Neelkanth Bhise and Mr. Adarsh Pankaj Shukla were appointed as Non-executive Independent Directors in the Annual General Meeting held on 31^st August 2023.

(d) Mr. Arupkumar Basu (DIN: 00906760) was appointed and re-designated as the Managing Director in the Annual General Meeting held on 31^st August, 2023 for a period of 3 (three) years from the date of Scheme of Amalgamation between Indokem Limited and Refnol Resins and Chemicals Limited becoming effective i.e. 29^th September 2023.

(ii) Re-appointments

Mr. Manish M. Khatau (DIN: 02952828) was re-appointed as Whole-time Director in the Annual General Meeting for a period 3 (three) years w.e.f. 1^st March 2024.

(iii) Retirements and re-appointment at the Annual General Meeting (AGM)

At the AGM held on 31^st August 2023, Mrs. Asha Mahendra Khatau (DIN: 00063944) who retired by rotation and offered herself for reappointment as a director liable to retire by rotation was appointed as director of the Company.

(iv) Retirements and cessations

The second term of appointment of Mr. Kailash Pershad and Mr. Bhalchandra Sontakke as Independent Directors of the Company has come to end as on 31^st March 2024 and thereby they vacate the office as Directors of the Company.

Pursuant to the provisions of Regulation 36 of the Listing Regulations and SS 2 on General Meetings issued by ICSI, brief particulars of the director proposed to be re-appointed are provided as an Annexure A to the notice convening the AGM.

The details as required under Regulation 17 of Listing Regulations, 2015 of Mrs. Asha Khatau, Mr. Mahendra Khatau and Mr. Arupkumar Basu are disclosed in the notice of the Annual General Meeting. None of the other Directors are related inter se except Mr. Mahendra K. Khatau, Mr. Manish M. Khatau and Mrs. Asha M. Khatau are related to each other. Based on the written representations received from the Directors as on 31^st March, 2024 taken on record by the Board of Directors, none of the Directors are disqualified as on 31^st March, 2024 from being appointed as a Director in terms of Section 164(2) of the Act. Further, in terms of BSE circular dated 20^th June, 2018, bearing reference no. LIST/COMP/14/2018-19 and based on confirmation

received from the appointee that he/she is not debarred from accessing capital markets and / or restrained from holding the office of director by virtue of any order of the SEBI or any other such authority.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Act and the Listing Regulations. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

During the year, the Non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees for attending meetings of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Mahendra K. Khatau as Chairman and Managing Director, Mr. Arupkumar Basu as Managing Director, Mr. Manish M. Khatau as Whole-time Director, Ms. Rupal B. Parikh as Chief Financial Officer and Mr. Rajesh D. Pisal as Company Secretary.

During the year under review, other than aforesaid, there were no change in the Key Managerial Personnel.

15. Certification from Company Secretary in Practice:

M/s. Jay & Associates, Practicing Company Secretaries, has issued a certificate as required under the Listing Regulations confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed with this section as Annexure G.

16. Training and Familiarization Program for Directors:

The Company has provided information and made the Independent Directors aware about the major developments in legal and regulatory areas, particularly regarding Companies Act, 2013 and Regulation 25 (7) of Listing Regulations. The details of Policy on Familiarization Program for the Independent Directors and List of Familiarization programmers for Independent Directors held by the Company are available on the website of the Company at www.indokem.co.in

17. Annual Evaluation of Board Performance and Performance of its Committees and Individual Directors:

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria for the performance of the Chairman, the Board, Board committees, and executive / non-executive /independent directors through peer evaluation, excluding the director being evaluated.

To improve the effectiveness of the Board and its committees, as well as that of each individual director, a formal and rigorous Board review is internally undertaken on an annual basis. The Board of Directors were evaluated 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 on 5^th January, 2017.

In a separate meeting of the Independent Directors (IDs) held on 25^th July, 2023 the performance of the NonIndependent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views of Executive Directors and other Non-executive Directors.

The Nomination and Remuneration Committee (NRC) in its meeting held on 25^th July, 2023 reviewed the performance of the individual Directors and the Board as a whole.

In the Board meeting that followed the meeting of the Independent Directors and the meeting of NRC, the performance of the Board, its Committees, and individual Directors were discussed.

Outcome of Evaluation

The evaluation process endorsed the Board Members'' 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 Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

18. Policy on Directors’ Appointment and Remuneration and other details:

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report.

19. Remuneration of Directors and Key Managerial Personnel:

Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of remuneration of Directors and Key Managerial Personnel are as furnished in Annexure A.

20. Particulars of Employees:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules'') are annexed to this report as Annexure A.

None of the employees of the Company fall under the limits laid down in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure I to this Report. In terms of proviso to Section 136(1) of the Act, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said Statement is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at [e-mail].

The employees are neither relative of any directors of the Company, nor hold 2% or more of the paid-up equity share capital of the Company as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. Directors’ Responsibility Statement:

Pursuant to the requirements under Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state and confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

(iii) Proper and sufficient care had been taken 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;

(iv) The Annual Accounts had been prepared on a going concern basis;

(v) The Internal Financial Controls had been laid down to be followed by the Company and the such internal financial controls are adequate and are operating effectively; and

(vi) Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. Audit:

22.1 Statutory Audit

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, at the 56^th AGM held on 29^th September 2022, the members approved the appointment of M/s. CNK & Associates LLP, Chartered Accountants (ICAI Firm Registration Number: W100036) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 61^st AGM to be held in 2027.

The financial statements of the Company have been prepared in accordance with Indian accounting standards (Ind AS) notified under Section 133 of the Act. The Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks or disclaimers.

22.2 Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Jay & Associates, a firm of Company Secretaries in Practice, to conduct the Secretarial Audit of the Company for the year ended 31^st March 2024. The Report of the Secretarial Audit is annexed herewith as Annexure H. The report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Company has also undertaken an audit for the F.Y 2023-24 pursuant to SEBI Circular No. CIR/CFD/ CMO/I/27/2019 dated 8^th February, 2019 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circular/ Guidelines issued thereunder. The Report (Annual Secretarial Compliance Report) has been submitted to the Stock Exchange on 17^th May, 2024 which is within 60 days of the end of the financial year ended 31^st March, 2024.

22.3 Cost Audit and Cost Report:

Pursuant to Section 148(1) of the Companies Act, 2013 the Company is required to maintain cost records as specified by the Central Government and accordingly Company has maintained accounts and cost records as required under the Act and the Companies (Cost Records and Audit) Rules, 2014. The members ratified the appointment and remuneration of M/s. Y. S. Gokhale & Associates (Firm Registration No. 101710) as the Cost Auditors for F.Y 2023-24 on 31^st August, 2023.

The Board, at its meeting held on 13^th August, 2024 has, on the recommendation of the Audit Committee, approved the reappointment of M/s. Y S. Gokhale & Associates (Firm Registration No. 101710), as Cost Auditors of the Company for F.Y 2024-25 on a remuneration of ?90,000/- plus taxes as applicable. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and will accordingly place before the Shareholders for ratification. The same is placed for ratification of Members and forms part of the Notice of the AGM.

22.4 Internal Auditor:

Pursuant to the provisions of Section 138 of the Act, the Board, at its meeting held on 22^nd May, 2023 based on the recommendation of the Audit Committee, had approved the appointment of Mr. Mukund Nagpurkar to conduct the internal audit of your Company for the F.Y. 2023-24.

The Board of Directors at their meeting held on 30^th May, 2024 has re-appointed Mr. Mukund Nagpurkar as the Internal Auditors of your Company for the F.Y. 2024-25.

23. Instances of fraud reported by the Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the

Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Annual Report.

24. Secretarial Standards:

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

25. Corporate Governance:

The Company has complied with the requirements of Corporate Governance as stipulated under the Listing Regulations and accordingly, the Corporate Governance Report and the requisite Certificate from M/s. Jay & Associates, Practicing Company Secretaries, regarding compliance with the conditions of Corporate Governance forms and is enclosed as a part of Annual Report as Annexure F.

26. Management Discussion and Analysis:

The Management Discussion and Analysis as required under Regulation 34(2) read with Schedule V of Listing Regulations, 2015 is enclosed as a part of the Annual Report as Annexure J.

27. Annual Return:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F.Y 2023-24 is uploaded on the website of the Company and the same is available on https://www.indokem.co.in/Annual-Return.php.

28. Meetings of the Board of Directors:

During the year, six Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulations 17 of the Listing Regulations.

29. Board Committees

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

As required under the Act and the SEBI Listing Regulations, the Company has formed all the statutory committees namely, Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee. Besides, the Company also has Risk Management Committee and Committee of Board of Directors. Detailed information about these Committees and relevant information for the year under review are given in the Corporate Governance Report.

Details of composition, terms of reference and number of meetings held in F.Y. 2023-24 for the aforementioned Committees are given in the Report on Corporate Governance, which forms a part of this Report. There have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee.

30. Internal Financial Control Systems and their Adequacy:

The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations, and the internal financial controls with reference to the Financial Statements are adequate.

Please refer to the paragraph on Internal Control Systems and their Adequacy in the Management Discussion and Analysis Report for detailed analysis forming part of this Annual Report 2023-24.

31. Vigil Mechanism / Whistle Blower:

The Company has established a vigil mechanism pursuant to the requirements of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations for employees and others to report concerns about unethical behaviour. It also provides for adequate safeguards against the victimization of employees who avail of mechanism. No person has been denied access to the Chairman of the Audit Committee. Establishment of vigil mechanism is hosted on the website of the Company under the web link: https://www.indokem.co.in/pdf/ newpdf/VIGIL%20MECHANISM.pdf

32. Code of Conduct:

Your Company has a Code of Conduct for Board and Senior Management Personnel that reflects its high standards of integrity and ethics. The Directors and Senior Management of the Company have affirmed their adherence to this Code of Conduct for F.Y 2023-24. The Company has laid down a Code of Conduct applicable to the Board of Directors and senior management which is available on the Company''s website and can be accessed at: https://www.indokem.co.in/pdf/newpdf/Code%20of%20Conduct%20for%20Directors.pdf and https://www.indokem.co.in/pdf/financial/senior employee code of conduct.pdf. All Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct.

As required under Regulation 34 of the Listing Regulations, Mr. Mahendra K. Khatau, Chairman and Managing Director has signed a declaration stating that the Board of Directors and Senior Management Personnel of the Company have affirmed compliance with this Code of Conduct, which is annexed as Annexure E to this Report.

33. Insider Trading Policy:

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”), the Company has formulated the “Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons” and the “Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information”, (“Code”) which allows the formulation of a trading plan subject to certain conditions and requires pre-clearance for dealing in Company''s shares, it also prohibits dealings in the Company''s shares by Directors, Designated Persons, Connected Persons and their immediate relatives, while in possession of unpublished price sensitive information in relation to the Company and during the period(s) when the Trading Window to deal in the Company''s share is closed..

The Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of the PIT Regulations.

A Structured Digital Database of all the designated employees is being digitally maintained by the Company on its internal server. These contains the names and other particulars as prescribed of the persons covered under the Code drawn up pursuant to the PIT Regulations.

The Company Secretary has been appointed as the Compliance Officer to ensure the implementation of the Code for fair disclosure and conduct.

The Board of Directors, Designated Persons and other Connected Persons have affirmed compliance with the Code. The Code is available on the website of the Company and can be accessed at: https://www.indokem. co.in/pdf/newpdf/IKL Prevention%20of%20lnsider%20Tradina%20Rules.%202015.pdf.

34. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The Company received no complaints pertaining to sexual harassment during F.Y. 2023-24.

35. Particulars of Loans, Guarantees and Investments:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31^st March 2024, are set out in Note no. 5 to the standalone financial statements of the Company.

36. Deposits:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet. The Company had no unpaid / unclaimed deposit(s) as on 31^st March, 2024. Hence, the requirement of providing

details relating to deposits covered under Chapter V of the Act is not applicable.

37. Transactions with Related Parties:

All Related Party Transactions that were entered into during the financial year were at arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013. All Related Party Transactions are placed before the Audit Committee and before the Board for their prior approval. Prior approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The Company has also sought approval of the Members for approval of material significant related party transactions as per the requirements of the Listing Regulations. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are stated in Annexure C in Form AOC-2 which forms part of this report.

All RPTs are mentioned in the notes to the accounts. The Directors draw attention of the Members to the Notes to the financial statements which sets out the disclosure for RPTs.

38. Insurance:

All the properties and insurable interests of the Company including the buildings, plant and machineries and stocks have been adequately insured.

39. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Your Company is engaged in the continuous process of energy conservation by way of improved operational and maintenance practices:

A. Conservation of Energy:

(a) Energy Conservation measures taken:

(i) Electrical Energy:

• Regular preventive / predictive maintenance of electrical system is carried out to ensure minimum loss of energy / power supply.

• Regular upgradation in electrical system is done so as to minimize consumption of electrical power supply.

(ii) Furnace Oil / LDO Consumption:

There is no major consumption of Furnace Oil / Light Diesel Oil. However, there are some processing activities carried out limiting the consumption of energy.

(b) Additional investments and proposals if any, being implemented for reduction of consumption of energy:

Apart from the above mentioned strategies, your Company is in the process to upgrade and install new machineries which will altogether result in energy saving and will add to operational efficiency in coming years.

(c) Impact of the measures at (a) and (b) for reduction of consumption of energy and consequent impact on the cost of production:

There is no such special impact for the same.

(d) Energy consumption and energy consumption per unit of production:

As per Form- A forming part of Annexure D

B. Technology Absorption:

Your Company has taken positive efforts for technology absorption and its up gradation:

(a) Modification in air conditioning system to improve process conditions.

(b) Modification in existing machines for high value and new products developments including process simplification.

(c) The Company focused its Research and Development efforts on process improvements, the development of new products and formulations, and troubleshooting.

Due to above factors and measures been considered there are various benefits resulted such as:

(i) Cost reduction;

(ii) Improvement in quality;

(iii) Improvement in operating performance;

(iv) New product developments

40. Foreign Exchange Earnings and Outgo:

			(? in Lakhs)
	PARTICULARS	31.03.2024	31.03.2023
	I. Foreign Exchange Earned
	F. O. B. Value of Export	2793.56	2727.55
	II. Foreign Exchange Outgo
	C. I. F. Value of Imports of Raw Materials	71.09	574.89
	Expenses in Foreign Currency	103.48	65.92
	Total of Foreign Exchange Outgo	174.57	640.81

41. Safety, Health and Environment:

a) Safety: The Company encourages a high level of awareness of safety issues among its employees and strives for continuous improvement. Employees are trained in safe practices to be followed at work place.

b) Health: Your Company attaches utmost importance to the health of its employees. Periodic checkup of employees is done to monitor their health. Health related issues, if any, are discussed with visiting Medical Officer.

c) Environment: Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to environmental and pollution control norms as per Maharashtra Pollution Control guidelines is of highest concern to the Company.

42. Risk Management:

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company periodically assesses risks in the internal and external environment along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Company through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors. The Board of Directors has developed and implemented Risk Management Policy for the Company. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this report.

43. Research and Development:

Your Company continuously makes significant investments in research and development (R&D) to develop products that the textile industry needs today and will need tomorrow. Your Company''s in-house laboratories have produced a number of products that are used by textile industry around the world.

44. Corporate Social Responsibility (CSR):

Your Company does not fall under the criteria of Corporate Social Responsibility as laid down under Section 135 of the Companies Act, 2013 and by virtue of above your Company has not initiated any activities for the same.

45. Cautionary Statement:

Statements in the Board''s Report and the Management Discussion and Analysis Report describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

46. Appreciation:

The Board of Directors is thankful to the employees, customers, vendors, investors of the Company for their continuous support and is grateful for the confidence and faith shown by them. Your Directors take this opportunity to place on record their sincere gratitude to the Banks, Central and State Government Departments and the Local Authorities for their guidance and support.

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Mar 31, 2016

The Directors present the 50^th Annual Report and Audited Financial Statements of the Company for the year ended 31^st March, 2016.

1. Financial Results: (Rs. In Lakhs)

PARTICULARS	For the Financial Year ended 31.03.2016	For the Financial Year ended 31.03.2015
Income	59,93.75	56,65.58
Profit/(Loss) before Interest, Depreciation & Taxes	3,22.09	4,10.88
Less: Interest	3,03.22	2,81.56
Depreciation	48.85	46.96
Profit/(Loss) before Tax	(29.98)	82.36
Add: Excess/Short Provision for Tax in respect of earlier year	6.13	NIL
Profit/ (Loss) after Taxes	(36.11)	82.36
Profit/(Loss) Brought Forward from last year	(32,55.23)	(33,35.85)
Depreciation of earlier years	-	(1.74)
Surplus/Deficit carried to Reserves	(32,91.34)	(32,55.23)

2. Issue of Preference Shares:

In pursuance of the scheme of amalgamation (“the Scheme”) sanctioned by the Hon''ble High Court of Judicature at Bombay vide its Order dated 16^th October, 2015 between Khatau Capacitors Limited and Indokem Exports Limited (Transferor Companies) with Indokem Limited (Transferee Company), 2070975 8% Non Cumulative Redeemable Preference Shares) of the Company were issued to the members of the Transfer or Companies. As a result of this, the issue Authorized Capital of the Company has been increased from Rs. 25.30 crores to Rs. 26.42 crores in F.Y. 2015-2016.

3. Dividend:

Considering the accumulated losses the Board of Directors of your Company do not consider it appropriate to recommend any Dividend for the Financial Year ended 31^st March, 2016.

4. Operational Performance:

Revenue from operations for F.Y. 2015-2016 at Rs.5866.15 lakhs was higher by 8.94 % over last year (5384.55 lakhs). EBITDA at Rs.322.09 lakhs registered a decline over the EBITDA of Rs.410.88 lakhs in F.Y. 2014-2015. PAT for the year was Rs. (36.11 lakhs) registering a decline of 143.84% over the PAT of Rs.82.36 lakhs in F.Y. 2014-2015.

5. Transfer to Reserves:

In view of inadequate profits for the year under review, no amount has been transferred to the reserves.

6. Directors and Key Managerial Personnel:

Pursuant to the provisions of Section 149 of the Act, Shri. Kailash Pershad (DIN: 00503603), Shri. Rajagopalan Sesha (DIN: 00289643) and Shri. Bhalachandra Sontakke (DIN: 01225753) were ratified as Independent Directors of the Company at the Annual General Meeting convened on 30^th September, 2014. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Smt. Asha M. Khatau retires by rotation and being eligible, has offered herself for re-appointment.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Pursuant to the provisions of Section 203 of the Act, the key managerial personnel of the Company are Shri. Mahendra K. Khatau as Chairman and Managing Director, Mr. Manish M. Khatau as Whole-Time Director, Shri. Mukund Nagpurkar as Chief Financial Officer and Mr. Bhavik B. Parekh as Company Secretary.

During the year Ms. Sugandha Vaidya resigned as the Company Secretary and Compliance Officer of the Company on 19^th September, 2015 and Smt. Leelabai K. Khatau resigned from the Directorship on 29^th January, 2016.

7. Appointment of Director:

Smt Asha M. Khatau, Non- Executive Director of your Company, retires by rotation and being eligible, offers herself for re-appointment. The details regarding Smt. Asha M. Khatau as required under Regulation 36 (3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 are disclosed in the notice of the Annual General Meeting. None of the other Directors are related inter se except Shri. Mahendra K. Khatau and Mr. Manish M. Khatau who are related to each other.

8. Remuneration of Directors and Key Managerial Personnel:

Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of remuneration of Directors and Key Managerial Personnel are as furnished in Annexure C.

9. Training and Familiarization Programme for Directors:

The Company has provided information and made the Independent Directors aware about the major developments in legal and regulatory areas, particularly regarding Companies Act, 2013 and Regulation 25 (7) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The details of Familiarization Programme for the Independent Directors are available on the Company''s website at www.indokem.co.in

10. Statement on declaration given by Independent Directors:

The Independent Directors of the Company have submitted their declaration of independence as required under the provisions of Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149 (6) of the Act.

11. Particulars of Employees:

None of the employees of the Company fall under the limits laid down in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12. Directors’ responsibility statement:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

(iii) they 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;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down Internal Financial Control to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

13. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, Sheth Doctor & Associates, Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company on 30^th September, 2014 for a period of three years to hold office until the conclusion of the Annual General Meeting to be held in the year 2017.

M/s. Sheth Doctor & Associates have issued a Certificate of eligibility pursuant to Section 141 of the Companies Act, 2013.

The Board of Directors of your Company recommends ratification of the appointment of M/s Sheth Doctor & Associates, Chartered Accountants, Mumbai from the conclusion of the forthcoming Annual General Meeting of the Company until the conclusion of the next Annual General Meeting to be held in the year 2017.

14. Auditors’ Observations:

As regards the Audit Qualification on the records and valuation of inventory at Ankleshwar Plant, the Management is of the view of that the inventories are usable for trading operations of the Company at Mumbai.

15. Secretarial Audit Report:

Pursuant to the Provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ragini Chokshi & Co., Company Secretary in Whole-Time Practice, Mumbai to undertake Secretarial Audit of the Company for the Financial Year ended 31^st March, 2016. The Secretarial Audit Report issued by Ragini Chokshi & Co. in the prescribed Form MR-3 forms part of the Annual Report.

There are no-qualifications, reservations or adverse remarks in the Report.

16. Disclosures:

As required under Regulation 34(2) read with Schedule V of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of the Annual Report.

The Company has taken necessary steps to adhere to all the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance together with the certificate of the Statutory Auditors confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34 (3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations is included as a part of the Annual Report.

17. Extract of Annual Return:

Pursuant to Section 134 (3)(a) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the extract of Annual Return in the prescribed Form MGT-9 is attached herewith and marked as Annexure C.

18. Number of meetings of the Board:

Four (4) meetings of the Board were held during the Financial Year. For details of the meetings of the Board, please refer to the Corporate Governance report, which forms part of this report.

19. Performance evaluation of the Board:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual directors to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

A separate meeting of Independent Directors convened in the month of March, 2016, to discuss the following:

(i) Review the performance of Non- Independent Directors and the Board as a whole;

(ii) Review the performance of the Chairperson of the Company, taking in to account the views of executive Directors and Non-Executive Directors;

(iii) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All Independent Directors were present at the Meeting and discussed above and expressed their satisfaction.

20. Policy on Directors’ appointment and remuneration and other details

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report.

21. Internal financial control systems and their adequacy

Company is in the process of establishing Internal Financial Control over financial reporting in current financial year 2016-2017.

The details in respect of Internal Financial Control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

22. Audit Committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

23. Particulars of loans, guarantees or investments

Pursuant to Section 186 of the Companies Act, 2013, the details of loans given, investments made or guarantees or securities given are mentioned in note no: 28 to the Financial Statements for the Financial Year 2015-16.

The loans, investments, guarantees and securities provided by the Company during the financial year ended 31^st March, 2016, together with the existing loans, investments, guarantees and securities do not exceed the limits prescribed under sub-section (2) of Section 186.

24. Transactions with parties:

None of the transactions with related parties fall under the scope of Section 188 (1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 are stated in Annexure A in Form AOC-2 and the same forms part of this report.

25. Insurance:

All the properties and insurable interests of the Company including the buildings, plant and machineries and stocks have been adequately insured.

26. Material Changes and Commitments:

Previous Financial Year (i.e. 2014-2015) the Company had entered into a Memorandum of Understanding (MOU) with a prospective buyer for sale/ transfer of its asset at Ankleshwar. Pursuant to the MOU, the Company has received full payment in advance. Documentation for effecting sale/ transfer with the buyer is under process and will be concluded shortly.

The Company has entered into a Memorandum of Understanding (MOU) for acquisition of Plot of Land at MIDC, Ambernath together with factory building standing thereon and machineries installed therein.

27. State of Company’s Affairs:

There is no change in the nature of business during the year under review. No Order has been passed by any Regulatory Court or Tribunal, which can impact the going concern status of the Company and its operations in future.

28. The Conservation of Energy, Technology Absorption, Foreign exchange Earnings and Outgo:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is as follows. Your Company is engaged in the continuous process of energy conservation by way of improved operational and maintenance practices:

A. Conservation of Energy:

(a) Energy Conservation measures taken:

(i) Electrical Energy:

- Regular preventive/ predictive maintenance of electrical system is carried out to ensure minimum loss of energy/ power supply.

- Regular up gradation in electrical system is done so as to minimize consumption of electrical power supply.

(ii) Furnace Oil/ LDO Consumption:

Considering the above issue there are no major consumption of Furnace Oil/ Light Diesel Oil. However, there are some processing activities carried out limiting the consumption of energy.

(b) Additional investments and proposals if any, being implemented for reduction of consumption of energy:

Apart from the above mentioned strategies your Company is in the process to upgrade and install new machineries which will altogether result in energy saving and will add to operational efficiency in coming years.

(c) Impact of the measures at (a) and (b) for reduction of consumption of energy and consequent impact on the cost of production:

There is no such special impact for the same.

(d) Total energy consumption and energy consumption per unit of production:

As per Form - “A” forming part of Annexure A

B. Technology Absorption:

Your Company has taken positive efforts for technology absorption and its up gradation.

(a) Modification in air conditioning system to improve process conditions.

(b) Modification in existing machines for high value and new products developments including process simplification.

(c) Up gradation of control system of after-treatment machines.

Due to above factors and measures been considered there are various benefits resulted as such;

(i) Cost reduction

(ii) Improvement in quality

(iii) Improvement in operating performance

(iv) New product developments

C. Foreign Exchange Earnings and Outgo: (Rs. In ‘000)

PARTICULARS	31.03.2016	31.03.2015
I. Expenditure in Foreign Exchange Currency
Value of Imports on C.I.F. on the basis of Raw Materials	55,10	3,73,24
Travelling	12,54	4,48
Foreign Bank Charges	1,89	27
Consultancy charges	4,06	1,69
TOTAL	73,59	3,79,68
II. Earnings in Foreign Exchange
F.O.B. Value of Exports	7,98,31	10,09,30
PARTICULARS	31.03.2016	31.03.2015
1. Foreign exchange earned Export of goods on FOB basis	7,98,31	10,09,30
2. Outgo of Foreign exchange CIF value of Imports	55,10	3,73,24
3. Expenditure in Foreign Currencies	18,49	6,44

29. Risk Management:

Your Company has a robust risk management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risk trend, exposure and potential impact analysis at a Company level as also separately for business segments. The key business risks identified by the Company and its mitigation plans are included in Management Discussion and Analysis Report.

30. Subsidiary Company, Associate Company and Joint Venture Company:

Your Company does not have any Subsidiaries or Associates or Joint Venture Companies.

31. Deposits:

Your Company has not accepted any deposits from public.

32. Internal Financial Control:

Company is in the process of establishing Internal Financial Control over Financial Reporting in current Financial Year 2016-2017.

33. Committees of Directors and Key Managerial Personnel:

The details pertaining to Composition of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship/ Grievance Committee, number of meetings held of such Committees'' during the Financial Year 2015-2016 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report forming part of the report.

34. Corporate Social Responsibility (CSR):

Your Company does not fall under the eligibility criteria of Corporate Social Responsibility as laid down under Section 135 of the Companies Act, 2013 and by virtue of above your Company has not initiated any initiative for the same.

35. Cost Audit:

Your Company does not fall under the eligibility criteria to conduct Cost Audit and to maintain Cost Records as required under Section 148 of the Companies Act, 2013 during the Financial Year 20152016.

36. Appreciation:

The Directors take this opportunity to thank the Company''s employees, customers, vendors, investors for their continuous support and are grateful for the confidence and faith shown in them and also extends sincere gratitude to the Banks, Central and State Government Departments and the Local Authorities for their guidance and support.

By Order of the Board

For Indokem Limited

Sd/-

Shri. Mahendra K. Khatau

Place: Mumbai Chairman & Managing Director

Date: 10^th August, 2016 DIN: 00062794

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Mar 31, 2015

The Directors have pleasure in presenting the Forty Ninth Annual Report together with the Audited Accounts for the Financial Year ended 31st March, 2015.

1. Financial Results:

Rs.In lacs

PARTICULARS For the Financial For the Financial Year ended Year ended 31.03.2015 31.03.2014

Income 5667.44 3755.13

Proft/(Loss) Before Interest, Depreciation & Taxes 410.88 98.43

Less: Interest 281.56 250.14

Depreciation 46.96 59.33

Proft/(Loss) Before Tax 82.36 (211.04)

Add: Excess/ Short Provision for Tax in respect of NIL (11.84) earlier year

Profit/ (Loss) After Taxes 82.36 (222.88)

Proft/(Loss) Brought Forward from last year (3335.85) (3112.97)

Deprecation of earlier years (1.73) -

Surplus/Defcit carried to Reserves (3255.22) (3335.85)

2. Operational Performance:

During the year 2014-15, the total sales of the Company increased from 3676.65 lacs to 5554.30 lacs.

Further pursuant to Clause 49 of Listing Agreement, detailed performance of the Company is given in Management Discussion and Analysis Report which forms part of the Directors' Report.

3. Directors and Key Managerial Personnel:

Pursuant to Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014, the following details relating to Director's and Key Managerial Personnel are reported:

i. Mr. Kailash Pershad (DIN: 00503603), Mr. Rajagopalan Sesha (DIN: 00289643) and Mr. B. G. Sontakke (DIN: 01225753) were ratifed as Independent Directors of the Company at the previous Annual General meeting held on 30th September, 2014, in compliance with the provisions of Section 149 (4) of the Companies Act, 2013.

ii. Mr. Mukund Ramchandra Nagpurkar was appointed as the Chief Financial Officer of the Company on 1st of August, 2014 in compliance with the provisions of Section 203 of the Companies Act, 2013.

iii. Mr. Rohan Ramchandra Gavas resigned as the Company Secretary and Compliance Office of the Company on 31st January, 2015.

iv. Ms. Sugandha Vaidya was appointed as the Company Secretary and Compliance Officer of the Company on 9th February, 2015.

v. Ms. Sugandha Vaidya resigned as the Company Secretary and Compliance Officer of the Company on 19th September, 2015.

4. Appointment of Director:

Ms. Leelabai K. Khatau, Non- Executive Director of your Company, retires by rotation and being eligible, offers herself for re–appointment. The details regarding Ms. Leelabai K. Khatau as required under clause 49 VIII E are disclosed in the notice of the Annual General Meeting. None of the other Directors are related inter se except Mr. Mahendra K. Khatau, Ms. Leelabai K. Khatau and Mrs. Asha M. Khatau who are related to each other.

5. Training and Familiarization Program me for Directors:

Pursuant to Clause 49 (II) (B) (7) of the Listing Agreement, the Company has adopted the Familiarization Program me for the Independent Directors with an aim to provide to the Independent Directors - an insight in their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc…

The Details of the Familiarization Program me for the Independent Director's are available on the website of the Company: www.indokem.co.in at link at http://www.indokem.co.in/Policies.html.

6. Remuneration of Directors and Key Managerial Personnel:

Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of remuneration of Directors and Key Managerial Personnel are as furnished in

Annexure C.

7. Particulars of Employees:

None of the employees of the Company fall under the limits laid down in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

8. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. Sheth Doctor & Associates, Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company on 30th September, 2014 for a period of three years to hold office until the conclusion of the Annual General Meeting to be held in the year 2017.

M/s. Sheth Doctor & Associates have issued a Certificate of eligibility pursuant to Section 141 of the Companies Act, 2013.

The Board of Directors of your Company recommends ratification of the appointment of M/S Sheth Doctor & Associate, Chartered Accountants, Mumbai from the conclusion of the forthcoming Annual General Meeting of the Company until the conclusion of the next Annual General Meeting to be held in the year 2016.

9. Auditors' Observations:

As regards the Audit Qualification on the records and valuation of inventory at Ankles war Plant, the management is of the view of that the inventories are usable for trading operations of the Company at Mumbai.

10. Secretarial Audit Report:

Pursuant to the Provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ragini Chokshi & Co., Company Secretary in Whole-Time Practice, Mumbai to undertake Secretarial Audit of the Company for the Financial Year ended 31st March, 2015. The Secretarial Audit Report issued by M/s Ragini Chokshi & Co. in the prescribed Form MR-3 is enclosed as Annexure D. There are no-qualifications, reservations or adverse remarks in the Report.

11. Disclosures:

The disclosures pursuant to Section 134(3)(a) to (q) are furnished as under:

i. Extract of Annual Return:

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the extract of Annual Return in the prescribed Form MGT-9 is attached herewith and marked as Annexure C.

ii. Number of Board Meetings:

During the Financial year ended 31st March, 2015, the Board met five (5) times. The details of the meetings are provided in the Corporate Governance Report.

iii. Director's Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors, on the basis of information and documents made available to them, confrm that:

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed;

b. Your Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year and of the losses of the Company for that period;

c. The Directors have 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;

d. The Directors have prepared the Annual Accounts on a going concern basis;

e. The Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f. The Director's have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

iv. Declaration by Independent Directors:

The Independent Directors at the time of their appointment have given a declaration as required under sub-Section (7) of Section 149 of the Companies Act, 2013 regarding their meeting the criteria of Independence as laid down under sub-section (6) of Section 149.

v. Policy on Nomination Remuneration and Evaluation:

The Nomination and Remuneration Committee of the Company is governed by terms of reference. The Company has formulated a combined policy on Nomination and Remuneration of Board and Senior management personnel of the Company which also includes the policy on Board's diversity, evaluation criteria of Independent Directors and criteria for determining qualifications, positive attributes, independence of a Director in compliance with clause 49 IV B of the Equity listing Agreement and Section 178 of the Companies Act, 2013. The policy is available on the website of the Company www.indokem.co.in at link at http://www.indokem.co.in/Policies.html.

vi. Particulars of loans, guarantees or investments

Pursuant to section 186 of the Companies Act, 2013, the details of loans given, investments made or guarantees given are given in note nos. 14, 19 and 13 to the financial statements for the financial year 2014-15.

The Loans, investments, guarantees and securities provided by the Company during the Financial year ended 31st March, 2015, together with the existing Loans, investments, guarantees and securities do not exceed the limits prescribed under sub-section (2) of Section 186.

vii. Related Party Transactions:

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

The particulars of contracts and arrangements entered with related parties during the Financial year ended 31st March, 2015 are enclosed to the report in the prescribed Form AOC-2 as Annexure-B.

The Related Party Transaction Policy of the Company approved by the Board of Director's of the Company is displayed on the website of the Company www.indokem.co.in/policies.

viii. Dividend:

Considering the accumulated losses the Board of Directors of your Company do not consider it appropriate to recommend any Dividend for the Financial Year ended 31st March, 2015.

ix. Insurance:

All the properties and insurable interests of the Company including the buildings, plant and machineries and stocks have been adequately insured.

x. Material Changes and Commitments:

Your Company had fled an application with the Hon'ble High Court of Judicature at Bombay for entering into a scheme of amalgamation and arrangement with Chateau Capacitors Private Limited and Invoke Exports Limited. The requisite consent of the members was sought at the Court Convened Meeting as well as Postal Ballot held on 30th April, 2015 and the Scheme was subsequently fled with the Hon'ble High Court of Judicature at Bombay. The Bombay High Court on the 4th of September, 2015 approved the scheme fled by the Company and the certified copy of the Order dated 4th September, 2015 was fled with the Registrar of Companies on the 30th September, 2015 thereby making the scheme effective from 1st April, 2014.

The Company had a Secured Loan from Union Bank of India. After negotiations with the Bank, One Time Settlement (OTS) was arrived at for a sum of Rs. 18.50 crores.

For some time now, Company had been trying to dispose of the Company's assets held for disposal at Ankles war. The Company has entered into a Memorandum of Undertaking (MOU) with a prospective buyer and the process of due diligence is ongoing. Pending this process, the Company has received advances as part of the MOU. Out of the advances received, the Company has paid off in full, the above OTS amount of Rs. 18.50 crores due to the bank.

xi. State of Company's Affairs:

There is no change in the nature of business during the year under review.

No Order has been passed by any Regulatory Court or Tribunal, which can impact the going concern status of the Company and its Operations in future.

xii. The Conservation of Energy, Technology Absorption, Foreign exchange Earnings and Outgo:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 your Company has carried out the following acts in order to:

A. Conservation of Energy:

a. Energy Conservation measures taken: i. Electrical Energy:

- Regular preventive / predictive maintenance of electrical system is carried out to ensure minimum loss of energy / power supply.

- Regular up gradation in electrical system is done so as to minimize consumption of electrical power supply.

ii. Furnace Oil / LDO Consumption:

Considering the above issue there are no major consumption of Furnace Oil / Light Diesel Oil. However, there are some processing activities carried out limiting the consumption of energy.

b. Additional investments and proposals if any, being implemented for reduction of consumption of energy:

As the Company is concentrating in trading activities, it has resulted in reduction of consumption of energy. However, as and when production will be increased, modern equipment's will be used to reduce the consumption of energy.

c. Impact of the measures at (a) and (b) for reduction of consumption of energy and consequent impact on the cost of production:

Due to negligible consumption, there is no special impact.

d. Total energy consumption and energy consumption per unit of production: As per Form – "A" forming part of Annexure A.

B. Technology Absorption:

As per Form - "B" forming part of Annexure A.

C. Foreign Exchange Earnings and Outgo:

Rs In '000

PARTICULARS 31.03.2015 31.03.2014

I. Expenditure in Foreign Exchange Currency

Value of Imports on C.I.F. on the basis of Raw 37,324 27,307 Materials

Travelling 448 1,662

Foreign Bank Charges 27 20

Consultancy charges 169 NIL

TOTAL 37,968 28,989

II. Earnings in Foreign Exchange

F.O.B. Value of Exports 1,00,930 56,247

Rs In '000

PARTICULARS 31.03.2015 31.03.2014

1. Foreign exchange earned 1,00,930 56,247 Export of goods on FOB basis

2. Outgo of Foreign exchange 37,324 27,307 CIF value of Imports

3. Expenditure in Foreign Currencies 644 1,682

xiii. Risk Management:

Your Company has a robust risk management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risk trend, exposure and potential impact analysis at a Company level as also separately for business segments. The key business risks identified by the Company and its mitigation plans are included in Management Discussion and Analysis Report.

xiv. Annual Evaluation by the Board of its own performance and that of its Committees and Individual Directors:

The Company has devised tool on the basis of Board Performance Evaluation Policy for evaluating the performance of the Independent Directors, Board Committees, Individual Directors and the Board at large which include the criteria for performance evaluation of the Non- Executive and Executive Directors.

xv. Subsidiary Company, Associate Company and Joint Venture Company:

Your Company does not have any Subsidiaries or Associates or Joint Venture Companies.

xvi. Deposits:

Your Company has not accepted any Fixed Deposit from Public or any other person during the Financial Year ended 31st March, 2015.

xvii.Internal Financial Control:

The Company has adequate policies, and standard operating procedures to ensure the accuracy of the Financial Statements and to maintain orderly and efficient conduct of its business. The Company has an effective mechanism to keep proper check on any possible instance of fraud and for safeguarding its assets. The Company follows a practical maker-checker policy to ensure every possible check on the accuracy of the Financial Reporting.

The scope and authority of the Internal Auditor have been defend by the Audit Committee from time to time. To maintain objectivity and independence, the internal auditor reports its observations to the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of the internal auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Audit observations and corrective actions thereon are presented to the Audit Committee.

xviii.Committees of Directors and Key Managerial Personnel:

The details of the Committees of the Board of Directors and Key Managerial Personnel pursuant to the Listing Agreement and the Companies Act, 2013 are laid down in the Corporate Governance Report.

12. Audit Committee:

The details pertaining to the composition of the Audit Committee constituted pursuant to sub-section (8) of Section 177 of the Companies Act, 2013 are provided in the Corporate Governance Report segment of the Annual Report. There are no instances of the Board not accepting the recommendation of the Audit Committee during the Financial Year 2014-2015.

13. Vigil Mechanism/ Whistle Blower Policy:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has established a vigil mechanism named Vigil Mechanism/Whistle Blower Policy to report genuine concerns to the Chairman of your Company and Chairman of the Audit Committee. The Whistle Blower Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Chairman of the Company and the Chairman of the Audit Committee in exceptional cases as envisaged under the Whistle Blower Policy. The details of the Whistle Blower Policy are posted on the website of the Company www.indokem.co.in/policies.

14. Policy on Prevention of Sexual Harassment:

The Company has in place a Policy on preservation of Sexual Harassment of its employees at the workplace. In line with the requirements of the Sexual Harassment of Women in at Workplace (Prevention, Prohibition and Redressed) Act, 2013, an Internal Complaints Committee has been constituted by the Company to redress the complaints received regarding sexual harassment.

Your Directors state that during the financial year under review, there were no cases fled pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

15. Prohibition of Insider Trading:

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 and to preserve the confidentiality and to prevent misuse of Unpublished Price Sensitive Information (UPSI), the Company has adopted a Code of Conduct to regulate, monitor and report trading by Insiders (Invoke Limited's Prevention of Insider Trading Rules, 2015) and a Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) (Code of Fair Disclosure).

The Insider Trading Code and Code of Fair Disclosure are available on the website of the Company at www.Indokem.co.in/policies.

16. Corporate Social Responsibility (CSR):

The Company has not implemented any Corporate Social Responsibility initiatives as the provision of Section 135 of the Companies Act, 2013 and Rules made thereunder governing Corporate Social Responsibility are not applicable.

17. Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement, a separate section forming part of this report and titled as "Corporate Governance Report" is attached herewith.

18. Acknowledgements:

Your Directors take this opportunity to place on record their sincere gratitude to the Banks, Central and State Government Departments and the Local Authorities for their guidance and support. Your Directors are also grateful to customers, suppliers and business associates of the Company for their continued co- operation and support. Your Directors express their deep appreciation for the commitment, dedication and hard work put in by the employees at all levels. Lastly, your Directors are grateful for the confdence and faith shown in them by the members of the Company.

By Order of the Board

For Indokem Limited

Place: Mumbai Mahendra K. Khatau

Date: 3rd November, 2015 Chairman and Managing Director

DIN: 00062794

---

Mar 31, 2014

The Members,

The Directors are pleased to present the Forty Eighth Annual Report of the Company together with its Audited profit and Loss Account for the year ended 31st March, 2014 and the Balance Sheet as on the date.

FINANCIAL RESULTS : ( Rs. in Lacs)

Particulars For the period For the period ended ended 31.03.2014 31.03.2013 (12 Months) (6 Months)

Income 3755.13 1737.85

profit / (Loss) before Interest, Depreciation & Taxes 98.43 56.74

Less-Interest 250.14 119.29

Depreciation 59.33 22.97

profit / (Loss) before Taxes (211.04) (85.52)

Add :- Excess/ Short provision for tax in respect of (11.84) NIL earlier year

profit / (Loss) After Taxes (222.88) (85.52)

profit / (Loss) brought forward from last year (3112.97) (3027.45)

Surplus / (Loss) carried to Balance Sheet (3335.85) (3112.97)

OPERATIONAL PERFORMANCE :

During the year 2013-14, the total sales of the Company are increased from Rs.1726.23 Lacs (6 months) to Rs. 3676.65 Lacs (12 Months).

Export Sales has increased from Rs.170.78 Lacs (6 Months) to Rs. 636.61 Lacs (12 Months) for 2013-2014. Exports during forthcoming year are expected to grow further because of good market trend and efforts made by the Company for increasing its share in the international market.

The total World market for dyes and textile chemicals is estimated at US$ 12 billion and is growing at about 2%. Indian market is estimated to grow at US $ 800 million and is estimated to grow at 3%. India is the second largest manufacturers of dyes and chemicals followed by China. So there is ample scope for us to increase our export and local business in near future.

Further pursuant to Clause 49 of Listing Agreement, detailed performance of the Company is given in Management Discussion Analysis which forms part of the Director''s Report.

DIVIDEND :

Your Directors do not recommend any Dividend for the year under consideration due to absence of profits.

MERGER / AMALGAMATION :

Based on the Valuation Report presented by SSPA & Co. Chartered Accountant, the fairness opinion provided by Fortress Capital Management Services Pvt. Ltd. and recommendation made by the Audit Committee of the Company, the Board of Director have considered and approved the Scheme of Amalgamation and Arrangement between Khatau Capacitors Pvt. Ltd. and Indokem Exports Limited and Indokem Limited and their respective Shareholders.

SUBSIDIARY COMPANY :

The Company has no subsidiary. Hence, the consolidated financial results are not prepared for the year ended 31st March, 2014.

FIXED DEPOSITS:

The Company has not accepted any fixed deposit during the year 2013-2014 and no amount on account of principal or interests on Fixed Deposits was outstanding as on the date of Balance Sheet.

INSURANCE:

All the properties and insurable interest of the Company, including the buildings, plant and machineries and stocks have been adequately insured.

DIRECTORS :

Mrs. Asha M. Khatau retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment which your Board recommends.

Independent Directors

In order to give effect to the applicable provisions of sections 149 & 152 of the Companies Act, 2013, it is proposed that the following directors be appointed as Independent Directors, to hold office for five consecutive years, for a term upto 31st March, 2019.

- Mr. Kailash Pershad.

- Mr. Rajagopalan Sesha.

- Mr. Bhalchandra Sontakke.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the applicable provisions of section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchanges.

AUDITORS :

M/s. Sheth Doctor & Associates, Chartered Accountants, Auditors of the Company, hold office until conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. In accordance with the provisions of section 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint them as the Auditors of the Company for a period of three consecutive years commencing from the conclusion of this Annual General Meeting, until the conclusion of the 51st Annual General Meeting of the Company and they are not disqualified for such reappointment within the meaning of the said Act.

AUDITORS OBSERVATIONS :

Explanation for Audit Qualification on the records and valuation of inventory and fixed assets at Ankleshwar Plant is given in Note No. 26 (Additional Information to the Financial Statements) Para No. 3 which is self explanatory.

COST AUDITOR :

Pursuant to provisions of Section 233B of the Companies Act, 1956, it is mandatory for your Company to appoint Cost Auditor. Hence Company has appointed M/s. Deodhar & Associates, Cost Accountants, Mumbai, for the financial year 1st April, 2013 to 31st March, 2014. Approval from the Central Government has been received for the above referred appointment. The Cost Audit Report in respect of the financial year 2013-2014 will be fled before due date.

CORPORATE GOVERNANCE & MANAGEMENT''S DISCUSSIONS AND ANALYSIS & CORPORATE SOCIAL RESPONSIBILITY:

Your Company has complied with all the mandatory requirements of Corporate Governance Norms as mandated by Clause 49 of the Listing Agreement with Stock Exchanges. A Separate Report on Corporate Governance and Management Discussion and Analysis Report is annexed to this Annual Report.

The requisite certifcate from M/s. Ragini Chokshi & Associates, Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed hereto as Annexure II and forms part of this report.

Further your Company is not coming under the purview of Corporate Social Responsibility as mentioned in section 135 of Companies Act, 2013.

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

Additional Information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES :

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 forms a part of this report and will be sent on demand to the shareholders. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary.

INDUSTRIAL RELATIONS:

The relations between the employees and the Management have remained cordial.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217 (2A) of the Companies Act, 1956, your Directors state that:- (a) In the preparation of the annual accounts, the applicable accounting standards have

been followed alongwith proper explanation relating to material departures in the Financial Statements.

(b) The Directors 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 for the Financial Year ended 31st March, 2014; and of the profit or loss of the Company for that period.

(c) Proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors place on records their appreciation for the co-operation and assistance given by Financial Institution, Banks and Government Authorities as well as Valued Customers from time to time. They also record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company. The Directors also wish to place on record their gratitude to the Members for their continued support and co-operation.

For and on behalf of the Board Place: Mumbai Mahendra K. Khatau Date:14th August, 2014. Chairman & Managing Director

---

Mar 31, 2013

To , The Members,

The Directors are pleased to present the Forty Seventh Annual Report of the Company together with its Audited Proft and Loss Account for the year ended 31st March, 2013 and the Balance Sheet as on the date which is for 6 months (01.10.2012 to 31.03.2013):

(Rs.in Lacs)

FINANCIAL RESULTS For the period ended For the period ended 31.03.2013 30.09.2012 (6 Months) (18 Months)

Income 17,37.85 44,45.40

Proft / (Loss) before Interest, Depreciation and Taxes 56.74 (5,19.14)

Less : Interest 119.29 2,74.57

Depreciation 22.97 1,53.75

Proft / (Loss) Before tax (85.52) (9,47.46)

Add : Provision for Wealth Tax / FBT Nil Nil

Add : Excess / Short provision for tax in respect of earlier year Nil 0.10

Proft / (Loss) After Tax (85.52) (9,47.36)

Less : Amount drawn from Capital Reserve

Proft / (Loss) brought forward from last year (30,27.45) (20,80.09)

Surplus / Loss carried to Balance Sheet (31,12.97) (30,27.45)

BUSINESS OPERATIONS, FUTURE PROSPECTS & CHANGE IN FINANCIAL YEAR.

Infationary pressure on costs and economic slowdown affecting the demand continued to be a challenge during the current fnancial year also. Despite the presence of these adverse factors, your company could achieve a turnover of Rs. 1722.30 Lacs (for six months). This was possible mainly due to quality of the products and use of latest technology.

The management is hopeful of increasing the turn over both local and export during the next year by adopting effective marketing techniques The cost control measures are likely to increase the margins

Shareholders have already given their approval through Postal Ballot conducted on 18.03.2011 for disposal of whole/part of undertaking situated at Plot No.2900, GIDC Ankleshwar and Company is in the process of disposal of the same and expecting some good proposals in the near future.

EXPORTS:

The Company has achieved Export Sales of Rs. 170.78 Lacs for the Current Financial Year (for 6 months) as compared to the previous year''s sale of Rs. 817.89 Lacs (for 18 months).

DIVIDEND:

Due to absence of profts your Directors do not recommend any dividend for the year under consideration.

SUBSIDIARY COMPANY:

The Company has no subsidiary. Hence, the statement pursuant to section 212 of the Companies Act, 1956 relating to Subsidiary Companies is not given and the standalone balance sheet for the year ended 31st March, 2013 is prepared accordingly.

FIXED DEPOSITS:

The Company has not accepted any fxed deposit during the year and no amount on account of principal or interests on Fixed Deposits was outstanding as on the date of Balance Sheet.

BALANCE SHEET ABSTRACT & COMPANY''S GENERAL BUSINESS PROFILE:

Information pursuant to Ministry of Corporate Affairs Notifcation relating to the Balance Sheet Abstract and Company''s General Business Profle is given in the Annual Report for the information of the Shareholders.

INSURANCE:

All properties and insurable interest of the Company including buildings, plant and machineries, stores and spares have been adequately insured.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Ms. Leela K .Khatau and Mr. S. Rajagopalan, Directors retires by rotation and are eligible for re-appointment. The Board recommends their reappointment.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specifc functional areas and names of public limited companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Notice forming part of the Annual Report.

Further it has been approved by the Remuneration Committee and Board of Directors in their meeting held on 08.08.2013 to revise the remuneration of Mr. M. K. Khatau, Chairman and Managing Director of the Company upto Rs. 2.50 Lacs per month subject to the approval of members in ensuing Annual General Meeting. Further, disclosure required pursuant to Schedule XIII and Listing Agreement are annexed to the Notice which form part of this Annual Report.

AUDITORS:

M/s. Sheth Doctor & Associates, Chartered Accountants, Auditors of the Company, hold offce until conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(IB) of the Companies Act, 1956. The Audit Committee of the Board has recommended the re-appointment of M/s. Sheth Doctor & Associates, Chartered Accountants as Auditors of the Company.

AUDITORS OBSERVATIONS:

Explanation for Audit Qualifcation on the records and valuation of inventory and fxed assets at Ankleshwar Plant is given in Note No.26 (Additional Information to the Financial Statements) Para No. 3 which is self explanatory.

COST AUDITOR:

Pursuant to Section 233B of the Companies Act, 1956, M/s. Deodhar & Associates, Cost Accountants, Mumbai, are appointed as Cost Auditor for the fnancial year 1st April, 2013 to 31st March, 2014.

CORPORATE GOVERNANCE & MANAGEMENT''S DISCUSSIONS AND ANALYSIS:

Corporate Governance as required by Listing Agreement with the Stock Exchanges, the report on Management Discussions and Analysis, Corporate Governance as well as the Auditors Certifcate regarding compliance of conditions of Corporate Governance, from part of the Annual Report.

Disclosure under Schedule XIII, Part II, Section II, Part B (IV) is given separately in Corporate Governance Report which forms part of this annual report. Further a separate Management Discussion & Analysis Report is also enclosed with this report.

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

Pursuant to the provisions of 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, prescribed particulars as applicable is annexed hereto as Annexure ''A'' and forms part of this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of expenditure and earning in foreign currencies during the period under review are as under:

000 31.03.2013(6 Months) 30.09.2012(18 Months)

I) EXPENDITURE IN FOREIGN EXCHANGE CAPITAL (01.10.12 to 31.03.13) (01.04.11 to 30.09.12)

Value of Imports on C.I.F. basis Raw Material 8,489 2,98,10

Travelling - 1,766

Foreign Bank Charges 8 51

Consultancy Charges - 66

Cash Discount 39 -

Total: 8,536 3,16,93

II) EARNINGS IN FOREIGN EXCHANGE

F.O.B. VALUE OF EXPORTS 1,54,39 7,20,49

PARTICULARS OF EMPLOYEES:

None of the employees of the Company fall under the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, during the year under report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state that:- 1) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures in the Financial Statements.

2) The Directors 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 for the Financial Year ended 31st March, 2013; and of the proft or loss of the Company for that period.

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

4) The annual accounts have been prepared on a going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the 6 months under review.

ACKNOWLEDGEMENT:

Your Directors place on records their appreciation for the co-operation and assistance given by Financial Institution, Banks and Government Authorities as well as Valued Customers from time to time. They also record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company.

The Directors also wish to place on record their gratitude to the Members for their continued support and co -operation

For and on behalf of the Board

Place : Mumbai Mahendra K. Khatau

Date : 8th August, 2013 Chairman & Managing Director

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Sep 30, 2012

To, The Members,

The Directors have pleasure in presenting the Forty Sixth Annual Report of the Company together with its Audited Profit and Loss Account for the year ended 30th September, 2012 and the Balance Sheet as on the date which is for 18 months (01.04.2011 to 30.09.2012):

(Rs.in Lacs)

FINANCIAL RESULTS For the year ended For the year ended 30th September, 2012 31st March, 2011 (18 Months) (12 Months)

Income 44,45.40 28,19.65

Profit / (Loss) before Interest, Depreciation and Taxes (5,19.14) (2,70.78)

Less: Interest 2,74.57 3,80.43

Depreciation 1,53.75 3,00.49

Profit / (Loss) before tax (9,47.46) (9,51.70)

Add: Provision for Wealth Tax / FBT Nil Nil

Add : Excess / Short provision for tax in respect of earlier year 0.10 0.19

Profit I (Loss) After Tax (9,47.36) (9,51.51)

Less: Amount drawn from Capital Reserve - -

Profit I (Loss)brought forward from last year (20,80.09) (11,28.58)

Surplus/ Loss carried to Balance Sheet (30,27.45) (20,80.09)

BUSINESS OPERATIONS, FUTURE PROSPECTS & CHANGE IN FINANCIAL YEAR :

The business environment remained extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2012. In spite of difficult times, directors are pleased to inform that your Company, based on its intrinsic strength, quality, consistency in supply and implementation of latest technology has increased its turnover to Rs.4,313.41 Lacs.

On the installation of SAP accounting system and the technical difficulties faced in this system it was not possible to complete the Accounts within the stipulated time, consequently Company extended its financial year by 6 months and accordingly balance sheet and profit and loss accounts are prepared for the period of 18 months i.e. from 1sl April, 2011 to 30th September, 2012 and all the statutory compliances in this regard have been complied with. Further it is decided that the next financial year will be for 6 months commencing from 01.10.2012 to 31.03.2013.

Shareholders have given their approval through Postal Ballot conducted on 18.03.2011 for disposal of whole/part of undertaking situated at Plot No.2900, GIDC Ankleshwarand the Company is in process of considering some proposals for the same.

EXPORTS:

Considering the external environment and market strategy Company has succeeded in achieving its Export Sales of Rs.817.89 Lacs for the Current Financial Year as compared to the previous year's sale of Rs. 118.60 Lacs.

DIVIDEND :

Due to absence of profits your Directors do not recommend any dividend for the year under consideration.

SUBSIDIARY COMPANY:

The Company has sold its total holdings of Equity in its Subsidiary, Kapsales Electricals Limited on 06.04.2011 and it is no more subsidiary of Indokem Limited as at the end of the Financial Year. Hence, the statement pursuant to section 212 of the Companies Act, 1956 relating to Subsidiary Companies is not given as well as the standalone balance sheet for the year ended 30lh September, 2012 is prepared accordingly.

FIXED DEPOSITS :

The Company has not accepted any fixed deposit during the year and no amount on account of principal or interests on Fixed Deposits was outstanding as on the date of Balance Sheet.

BALANCE SHEET ABSTRACT & COMPANY'S GENERAL BUSINESS PROFILE :

Information pursuant to Department of Company Affairs Notification relating to the Balance Sheet Abstract and Company's General Business Profile is given in the Annual Report for the information of the Shareholders.

INSURANCE :

All properties and insurable interest of the Company including buildings, plant and machineries, stores and spares have been adequately insured.

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. B.G. Sontakke and Mrs. Asha M. Khatau, Directors retire by rotation and are eligible for re-appointment. The Board recommends their reappointment. '

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of public limited companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Notice forming part of the Annual Report.

AUDITORS :

M/s. Sheth Doctor & Associates, Chartered Accountants, Auditors of the Company, hold office until conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(IB) of the Companies Act, 1956. The Audit Committee of the Board has recommended the re-appointment of M/s. Sheth Doctor & Associates, Chartered Accountants as Auditors of the Company.

AUDITORS OBSERVATIONS :

Explanation for Auditors Qualification on Inventory Records of Ankleshwar Plant is given in Note No.26 (Additional Information to the Financial Statements) Para No. 5(B) which is self explanatory.

COST AUDITOR :

Pursuant to Section 233B of the Companies Act, 1956, M/s. Deodhar & Associates, Cost Accountant, Mumbai, is appointed as Cost Auditor for the financial year 1st October, 2012 to 31st March, 2013, for our organic and inorganic chemicals products.

CORPORATE GOVERNANCE & MANAGEMENT'S DISCUSSIONS AND ANALYSIS :

Corporate Governance as required by Listing Agreement with the Stock Exchanges, the report on Management Discussions and Analysis, Corporate Governance as well as the Auditors Certificate regarding compliance of conditions of Corporate Governance, from part of the Annual Report.

Further, a separate Management Discussion & Analysis Report is also enclosed with this report.

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

Since our factory at Ankleshwar is closed from 16th July, 2009, there are no manufacturing/ production activities hence there is no consumption of energy and technology absorption. However, pursuant to the provisions of 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, prescribed particulars as applicable is annexed hereto as Annexure ‘A' and forms part of this Report. Particular with regard Foreign Exchange are as follows:

FOREIGN EXCHANGE EARNINGS AND OUTGO :

The details of expenditure and earning in foreign currencies during the period under review are as under:

Rs. '000

I) EXPENDITURE IN FOREIGN EXCHANGE CAPITAL 30.09.2012 31.03.2011 (18 Months) (12 Months)

(01.04.11 to 30.09.12) (01.04.10 to 31.03.11) Value of Imports on C.I.F. basis Raw Material 2,98,10 1,33,00

Travelling 1,766 6,09

Foreign bank charges 51 95

Consultancy charges 66 -

Total: 3,16,93 1,40,04

II) EARNINGS IN FOREIGN EXCHANGE

F.O.B. VALUE OF EXPORTS Total. 7,20,49 1,21,72

PARTICULARS OF EMPLOYEES :

None of the employees of the Company fall under the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, during the year under report.

DIRECTORS' RESPONSIBILITY STATEMENT :

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures in the Financial Statements.

2) The Directors 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 for the Financial Year ended 30th September, 2012; and of the profit or loss of the Company for that period.

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

4) The annual accounts have been prepared on a going concern basis.

INDUSTRIAL RELATIONS :

The industrial relations remained cordial during the year under review.

ACKNOWLEDGEMENT :

Your Directors records their appreciation of the co-operation and assistance extended by Financial Institution, Banks and Government Authorities as well as Valued Customers from time to time. They also record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company.

The Directors also wish to place on record their Igratitude to the Members for their continued support and confidence.

For and on behalf of the Board

Mumbai Mahendra K. Khatau

Date: 09.11.2012 Chairman & Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting their Forty Fourth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2010.

(Rupees in Lacs.)

FINANCIAL RESULTS For the year For the year ended ended 31.03.2010 31.03.2009

Income 50,98.59 70,13.33

Profit/ (Loss) before Interest, Depreciation and Taxes (1,50.17) 5,84.52

Less: Interest 4,76.48 5,66.63

Depreciation 3,02.07 3,09.59

Profit/(Loss) before tax (9,28.72) (2,91.70)

Add:ProvisionforWealthTax/FBT Nil (6.76)

Add:Excess/(Short)provision for tax in respect of earlier year (0.25) (2.86)

Profit/(Loss)AfterTax (9,28.97) (3,01.32)

Less .Amount drawn from Capital Reserve 1.68 1.76

Profit / (Loss) brought forward from last year (2,01.30) 98.26

Surplus/(Loss) carried to Balance Sheet (11,28.59) (2,01.30)

DIVIDEND:

In order to conserve resources, your Directors do not recommend any dividend for the year under consideration.

OPERATIONS AND FUTURE PROSPECTS:

The Company has sold its housing complex situated at Bharuch, Gujarat in September, 2009 and also a portion of the office premises situated at Khatau House, Mahim in March, 2010.

Proceeds from the sale of said properties were utilized to meet outstanding dues of Gujarat Industrial Development Corporation, Development Credit Bank Limited and other major banks. Consequently, upon payment of GIDC dues, possession of Ankleshwar factory is reverted back to the Company. However the operations at Ankleshwar factory remains suspended in view of the fact that the plant remained in-operative for a considerable time. In the current financial year Companys total sales have decreased from 69.24 Crores to 51.90 Crores as compared to previous year.

EXPORTS:

Your Companys export sales for the current financial year are lower as compared to the previous financial year, to a large extent. Fluctuations in exchange rates, scarcity of key raw materials etc. during year adversely affected our export contributions

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Mrs. Leelabai K. Khatau, Director, retires by rotation and is eligible for re-appointment. The Board recommends her appointment.

The Board of Directors has re-appointed Mr. Mahendra K. Khatau as Chairman & Managing Director, subject to the approval of the members at the ensuing Annual General Meeting for a term of five years w.e.f. 01 /04/2010 to 31 /03/2015.

AUDITORS:

M/s. Sheth Doctor & Associates, Chartered Accountants, Auditors of the Company, hold office until conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956. The Audit Committee of the Board has recommended the re- appointment of M/s. Sheth Doctors Associates, CharteredAccountants as Auditors of the Company.

INSURANCE:

All properties and insurable interest of the Company including buildings, plant and machineries, stores and spares have been adequately insured.

SUBSIDIARY:

Pursuant to section 212 of the Companies Act, 1956, the Audited Accounts with Auditors, and Directors Reports, of your Companys subsidiaries Kapsales electricals Limited and Radio Components and Transistors Company Ltd. For the year ended 31.03.2010 are annexed hereto.

Radio Components and Transistors Ltd. Has recorded a profit of Rs. 2.47 Lacs during the year as compared to Rs 2.64 Lacs in previous year.

Kapsales Electricals Limited has recorded a loss of Rs.37.92 Lacs during the year as compared to the loss of Rs. 10.93 lacs of previous year.

FIXED DEPOSITS:

The Company has not accepted or renewed any Deposits from public during the year under review and there is no unpaid or unclaimed deposits lying with the Company.

BALANCE SHEET ABSTRACT & COMPANYS GENERAL BUSINESS PROFILE:

Information pursuant to Department of Company Affairs Notification relating to the Balance Sheet Abstract and Companys General Business Profile is given in the Annual Report for the information of the Shareholders.

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

Operations at our factory situated at Ankleshwar, Gujarat is suspended hence provisions pertaining to Conservation of Energy, Technology Absorption and Form A, and Form B (disclosure of particulars with respect to absorption) are not applicable. Particular with regard Foreign Exchange are as follows :-

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of expenditure and earning in foreign currencies during the period under review are as under:

Rs.OOO

I) EXPENDITURE IN FOREIGN EXCHANGE CAPITAL 31.03.2010 31.03.2009

Value of Imports on C.I.F. basis Raw Material 31,39 2,91,83

Travelling 1 3,04

Commission - -

Others 1,63 14

Total: 33,03 2,95,01

II) EARNINGS IN FOREIGN EXCHANGE

F.O.B. VALUE OF EXPORTS Total: 5,29,59 9,62,18

PARTICULARS OF EMPLOYEES:

None of the employees of the Company fall under the provision of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, during the year under report.

DIRECTORSRESPONSIBILITY STATEMENT:

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors on the Board confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures wherever applicable;

2) 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 of the Company for the year under review;

3) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) The Directors have prepared the annual accounts on a going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial during the year under review.

CORPORATE GOVERNANCE:

Corporate Governance primarily involves transparency, full disclosure, independent monitoring of the state of affairs and being fair to all stakeholders. The Company has complied with the mandatory provisions of Corporate Governance. As prescribed under the Listing Agreement of the Stock Exchanges, a separate report on Corporate Governance appears after this report. A certificate from M/s. Sheth Doctor & Associates, Chartered Accountants, with regard to compliance of the Corporate Governance Code by the Company is annexed hereto and forms part of this report. Further, a separate Management Discussion & Analysis Report is also enclosed with this report.

APPRECIATION:

The Directors wish to express their appreciation of the support and co-operation of officials of the Central and State Government and take this opportunity to thank all its Bankers, suppliers, business associates and customers who continue to repose their trust in the Company.

The Directors are also grateful to the shareowners for their continued support, confidence and the faith reposed in the Company. Your Directors also acknowledge the valuable contributions of its employees at all levels with whose dedication and committed efforts, the Company has been able to enhance its position in the market place.



For and on behalf of the Board

Mumbai Mahendra K. Khatau

Date: 13.08.2010 Chairman & Managing Director