Directors Report of Insilco Ltd.

Mar 31, 2024

Your Directors are pleased to present the 36^th Annual Report together with the Audited Accounts for the Financial Year
ended March 31,2024.

1. THE STATE OF THE COMPANY’S AFFAIRS

A. Financial Highlights

The audited financial statements of the Company as on March 31,2024 are prepared in accordance relevant
applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”) and provisions of the Companies Act, 2013 (“Act”).

The summarized results for the year, rounded off to Rupees in millions, are given below:

Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023
Turnover	-	-
Other Income	416.61	26.50
Total Expenditure	(72.68)	(102.26)
Profit/(Loss) before Depreciation & Exceptional Items	343.93	(75.76)
Depreciation	(0.09)	(0.18)
Profit/(Loss) for the year before exceptional items	343.84	(75.94)
Exceptional items	-	-
Profit/(Loss) before tax	343.84	(75.94)
(Provision for)/Release of Taxation	(30.21)	(4.99)
Profit/(Loss) after tax	313.63	(80.93)
Other comprehensive income/(loss)	-	-
Total comprehensive income/(loss) for the year	313.63	(80.93)

B. Results of Operations

As you would be aware, the plant operations of your company continue to be suspended since October 26, 2019
due to refusal of “Consent to Operate” by Uttar Pradesh Pollution Control Board (UPPCB) vide its orders dated
October 22, 2019. The Company filed Fresh Applications dated November 21,2019, for Consent to Operate,
however, the same were dismissed by the UPPCB vide order dated February 4, 2020. The Board of your
Company after due consideration unanimously agreed not to pursue the matter any further.

Sales of Precipitated Silica during the year were Nil (previous year Nil). The Production during the year was Nil
(previous year Nil). Consequently, the sales turnover is Rs NIL during the year (previous year Nil).

During the year your company has recognized the sale of assets (including leasehold rights in land pertaining to
Plant) of Rs. 337.11 million (Net) under other income. The Company recorded Profit before depreciation and
exceptional items of Rs. 343.93 million as compared to Loss before depreciation and exceptional items of Rs.
(75.76) million in the previous Financial Year.

The Company had reserves of Rs. (544.35) million as on 1^st April 2023. The total comprehensive Profit/(Loss)
for the Financial Year 2023-24 was Rs. 313.63 million.

The Board initiated the Voluntary Liquidation Process as envisaged under the provisions of the Insolvency and
Bankruptcy Code, 2016 (“Code”) and the Insolvency and Bankruptcy Board of India (Voluntary Liquidation
Process) Regulations, 2017 (“VL Regulations”) with effect from June 25, 2021, and accordingly a liquidator
was appointed for the Company’s voluntary liquidation process (“Liquidator).

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

a) Only one bid for INR 42 Cr (reserve price being INR 42 Cr) was received for composite sale of rights to the
leasehold land admeasuring approx. 67 acres located at Gajraula Industrial Area, Uttar Pradesh along with
the buildings and structures standing on the lands and all other fixed assets of the Company including

Plant & Machinery, Furniture & Fixtures, inventory etc. pertaining to Gajraula Plant (‘Disposal Group of
assets’). Accordingly, the bidder, M/s. Dykes and Dunes Enterprises Private Limited (“Successful Bidder”)
was declared as the successful bidder and a Letter of Intent (LOI) was issued by the Liquidator. As per the
terms of the LOI, the Successful Bidder has paid the entire consideration of Rs. 42.00 Cr. by April 28, 2022.

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

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

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

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

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

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

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

2. TRANSFER TO RESERVES

The Company had reserves of Rs. (544.35) Million as on 1^st April 2023. The total comprehensive Profit for the
Financial Year 2023-24 was Rs. 313.63 Million. Therefore, the closing balance of the Reserves and Surplus as on
31^st March 2024 amounted to Rs. (230.72) Million.

3. DIVIDEND

No dividend is recommended considering the operational performance of the Company.

4. OPERATIONS AT PLANT

The Company has sold and handed over the physical possession of all assets in respect of the Gajraula Plant to the
Successful Bidder during the year. The operations of the plant at Gajraula continued to remain suspended till the
date of hand over of plant to the Successful Bidder. The plant head, however, had been regularly discharging its
duties towards complying with legal requirements and compliances prior to handover of the physical possession of
all assets in respect of the Gajraula Plant.

5. STATEMENT ON RISK MANAGEMENT POLICY

The plant operations have been permanently suspended. As a result, the risks pertaining to the efficiency of plant
operations, plant costs and market share are no longer applicable and w.e.f. November 6, 2023, Sales Deed was
executed by the Company (seller) in favour of M/s. Dykes & Dunes Enterprises Private Limited (Purchaser) and
Relinquished possession of the Land and Assets from seller to Purchaser.

The Risk Management Policy, is available on the website of the Company at the following path:
https://www.insilcoindia.com/Pdf/Risk%20Management%20Policy24.pdf

6. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including
the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by
management and the relevant board committees, including the Audit Committee, the Board is of the opinion that the

Company’s internal financial controls were adequate and effective during the Financial Year 2023-24. Pursuant to
Section 134 (5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability, state that:

(a) in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards
have been followed along with a proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the
end of the Financial Year ended 31^st March, 2024 and of the profit and loss of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

(d) In view of matter described in note 30 of Financial statements, the Board of Directors are of the view that on
account of the initiation of voluntary liquidation and sale of assets (including leasehold rights of the Company in
respect of the Gajraula Land), the use of the going concern basis of accounting in the preparation of the financial
statements is inappropriate and accordingly the financial statements for the year ended March 31, 2024 have
not been prepared on a going concern. The Company’s management has assessed carrying value of assets
and liabilities, and based on current estimates, adjustments have been made in the books of account year
ended March 31,2024 (refer note 30 of financial statements);

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and
that such systems were adequate and operating effectively;

(g) the Company has complied with the Secretarial Standards-1 (Meetings of Board of Directors) and Secretarial
Standards-2 (General Meetings) issued and amended from time to time, by the Institute of Company Secretaries
of India.

7. EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS
OR DISCLAIMERS MADE BY STATUTORY AUDITOR AND SECRETARIAL AUDITOR IN THEIR RESPECTIVE
REPORTS

The Statutory Auditors in their reports on financial statements and internal financial controls for the financial year
2023-24 have given qualified opinion and the response of your directors with respect to it is as follows:

The matters mentioned in a and b under basis for Qualified Opinion of the said Auditors Report, and in paragraph 8
and 10 of the Report on the Internal Financial Controls with reference to financial statements in Annexure-A to the
Auditors Report, clause no. 29 of Directors’ report under the heading “Material orders by governing authorities”, note
no. 30 of the financial statements.

There was no fraud reported by the Auditor to the Audit Committee or to the Board pursuant to Section 143(12) of the
Companies Act, 2013.

The report of Secretarial Auditor does not contain any qualifications, reservations, adverse remarks or disclaimers
except following observation with regard to:

a. E-form MGT-14 with regard to Board Resolution passed in the Board Meeting held on 24.04.2023 for re¬
appointment of Managing Director has been filed belatedly.

b. There has been a delay in conducting the Audit Committee Meeting and Meeting of the Board of Directors of the
Company for considering and approving the unaudited financial results for the quarter/three months ended 30^th
June 2023.

The meeting of the Audit Committee and Board of Directors of the Company were initially scheduled on 14^th
August 2023 for the aforesaid agenda. However, the same were re-scheduled to 21^st August 2023 due to
unavoidable circumstances and want of quorum. The said meetings were again rescheduled and conducted on
7^th September, 2023.

c. There has been a delay in conducting the Audit Committee Meeting and Meeting of the Board of Directors of the
Company for considering and approving the unaudited financial results for the quarter/nine months ended 31^st
December 2023.

The meeting of the Audit Committee and the Board of Directors of the Company were scheduled to be held on
12^th February 2024 for the aforesaid agenda. However, the same were postponed due to some unavoidable
circumstances and was conducted on 14^th May 2024.

d. The Company has not conducted any Board Meeting after 10^th November 2023 till 31^st March 2024, hence
exceeding the gap of 120 days between the two Board Meetings as per the provisions of the Companies Act,
2013.

e. Ms. Meng Tang, Non-Executive Non-Independent Director of the Company has not attended any Board Meeting
held during the period of twelve months as per the provisions of the Companies Act, 2013.

f. The utility in respect of loss of share certificate(s) and issuance of duplicate share certificate(s) as per Regulation
39(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been filed late to the
Bombay Stock Exchange during the period under review.

The response of your directors with respect to observations by the Secretarial Auditor in Secretarial Audit Report are

as follows:

(a) In respect of the observations in sub-paragraph (a) above, the relevant forms are required to be filed online on
the portal of the Ministry of Corporate Affairs (MCA). The version of the MCA portal has undergone a change
recently (from V2 to V3), on account of which most of the companies (including the Company), we are facing
technical glitches while filling the form on account of which the Company has filed the form mentioned hereinabove
vide SRN NO. AA2817206 with the ROC with a delay of 19 days and the relevant form was filed by paying the
requisite fees for such delay.

(b) In respect of the observations in sub paragraph (b) above - As per the provisions of applicable law, the Company
was required to conduct the Audit Committee Meeting and Meeting of the Board of Directors of the Company for
considering and approving the unaudited financial results for the quarter/three months ended 30^th June 2023 by
14^th August 2023 and accordingly the same was scheduled to be conducted on 14^th August 2023. However, the
said meetings were rescheduled first to 21^st August 2023 and thereafter to 7^th September, 2023, on which date
it was conducted. The reason for rescheduling in conducting the aforesaid Audit Committee Meeting and Meeting
of the Board of Directors was due to some unavoidable circumstances for want of quorum. The relevant disclosures
were also made to the relevant Stock Exchanges, and no notice has been received by the Company in respect
of the same.

(c) In respect of the observations in sub paragraph (c) above - As per the provisions of applicable law, the Company
was required to conduct the Audit Committee Meeting and Board meeting of the Company for considering and
approving the unaudited financial results for the quarter/nine months ended 31^st December 2023 on 14^th February
2024 and accordingly the same was scheduled to be conducted on 12^th February 2024. However, the said
meetings were rescheduled and conducted on 14^th May 2024. The reason for rescheduling the aforesaid meetings
was on account of the Un-Audited Financial Results of the Company for the Quarter/Nine months ended 31^st
December 2023 not having been finalised as required under applicable laws. The relevant disclosures were
also made to the relevant Stock Exchanges, and the BSE had sent a notice for the said delay, which the
Company has responded to in due time, and thereafter the no notice has been received by the Company in
respect of the same.

(d) In respect of the observations in sub paragraph (d) above - As stated in the response to paragraph (c) above,
the Audit and Board meeting of the Company could not be conducted on the scheduled date on account of the
Un-Audited Financial Results of the Company for the Quarter/Nine months ended 31^st December 2023 not
having being finalised as required under applicable laws, and therefore the Audit Committee Meeting and Board
Meeting of the Company was rescheduled to be held on 14^th May 2024. Therefore, the Company exceeded the
gap of 120 days from 10^th November 2023 till 31^st March 2024.

(e) In respect of the observations in sub paragraph (e) above - Since the Board meeting of the Company which was
scheduled to be conducted on February 12, 2024 was rescheduled to May 14, 2024, a period of 12 months had
passed during which Meng Tang (Non-executive Non-independent) director of the company had not attended
any board meeting, and accordingly, her office as a director of the Company had become vacant as per the
provisions of Companies Act, 2013.

(f) In respect of the observations in sub paragraph (f) above - In respect of the requirement for filing disclosures
with BSE intimating ‘Loss of Share Certificate/Issue of Duplicate Share Certificate’ as per Regulation 39(3) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the BSE has introduced a new
provision vide circular dated December 08, 2023 for filing the said disclosure in PDF form and in XBRL utility
mode within 24 hours of submission of said PDF filling. However the Company faced some technical problem
while uploading the XBRL utility, and accordingly the pdf certificate dated December 11, 2023 was filed and
XBRL utility certificate was filled on 2^nd of January 2024.

8. ANNUAL RETURN

Pursuant to section 134 (3)(a) of the Companies Act, the Draft Annual Return for Financial Year 2023-24 prepared as

required under section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and

Administration) Rules, 2014 is available on the Company’s website at the following link: www.insilcoindia.com —>
Investors —> Annual Return. Investors are requested to please refer the same.

9. NUMBER AND DATES OF MEETINGS OF THE BOARD AND ATTENDANCE OF THE DIRECTORS

The Board of Directors duly met 5(Five) during the Financial Year 2023-24. The meetings were held on 24^th April
2023, 30^th May 2023, 27^th June 2023, 07^th September 2023 and 10^th November 2023.

The attendance of the Directors in the Board meetings is given in clause no. 2.3(C) of Corporate Governance Report.

10. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF DIRECTORS ETC.

Pursuant to Section 178(1 & 3) of the Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing
Regulations”), the Board of Directors have constituted a Nomination and Remuneration Committee. A Nomination
and Remuneration Policy of the Company has also been laid down and approved by the Nomination and Remuneration
Committee and the Board. The said policy lays down the criteria for appointment of Directors, Key Managerial Personnel
and Senior Management Personnel. The said policy also specifies the remuneration criteria for Director, Senior
Management Personnel and other employees including criteria for determining qualification, term/tenure, positive
attributes, independence of Directors, criteria for performance evaluation of Executive and Non-executive Directors
(including Independent Directors), removal, policy on Board diversity, Directors’ and Officers’ Insurance and other
matters as prescribed under the provisions of the Companies Act, 2013 and the Listing Regulations.

Pursuant to Section 178(4) of the Companies Act, 2013, the said Nomination and Remuneration policy of the Company
is available on the website of the Company at the following link: http://www.insilcoindia.com —> Investors —> Policies
—> Nomination and Remuneration Policy.

11. SECRETARIAL AUDIT

As required under Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, M/s Nityanand Singh & Co., Practicing Company Secretaries, having
its address at 14, 2^nd Floor, Arjun Nagar, Safdarjung Enclave, New Delhi-110029 has conducted the Secretarial Audit
of the Company for the Financial Year 2023-24. The Secretarial Audit Report in Form No. MR-3 issued by the said
firm is attached to this report as Annexure-1.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013

During the year under review, the Company had not entered into any transaction of loan, guarantee or investment or
security to any person or body corporate under section 186 of the Companies Act, 2013.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year, the Company has not entered into any transactions with related parties except remuneration
to KMP and sitting fees to independent directors. The aforementioned related party transactions during the Financial
Year 2023-24, were in ordinary course of the business and were on an arm’s length basis. In terms of the Act, no
material related party transactions were carried out by the Company during the Financial Year. All related party
transactions are placed before the Audit Committee for review and approval. The quarterly disclosures of transactions
with related parties are made to the Audit Committee for its review. As required under section 134(3) (h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. and the provisions of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee has granted Omnibus
approval for appropriate related party transactions in accordance with the criteria laid down for the purpose. The
disclosure of related party transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC
2 is not applicable on the Company for the Financial Year under review. Members may refer to Note no. 23 to the
financial statement which sets out related party disclosures for the Financial Year ended 31^st March 2024.

All the Related Party Transactions are placed before the Audit Committee for its review on a quarterly basis. All
Related Party Transactions are subjected to an independent review by the Statutory and Secretarial Auditors of the
Company to establish compliance with the requirements of Related Party Transactions under the Companies Act,
2013 and SEBI Listing Regulations.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, the Board has
laid down a policy on dealing with related party transactions and the same is available on the website of the Company
at the following link: http://www.insilcoindia.com —> Investors —> Policies —> Related Party Transaction Policy.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF REPORT

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 this report.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outflow
as required to be disclosed under Section 134 (m) of the Companies Act, 2013 read with Rule 8(3) of Companies
(Accounts) Rules, 2014 is given below:

A. Conservation of Energy

Insilco Limited has been refused the consent to operate and there are no operations of the company since
October 26, 2019. Hence no such projects have been taken up.

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

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

(iii) the capital investment on energy conservation equipments; NIL

B. Technology Absorption

The application which was filed by Insilco Limited for grant of the “Consent to Operate” was rejected by Uttar
Pradesh Pollution Control Board (UPPCB) vide its orders dated October 22, 2019. The Company filed Fresh
Applications dated November 21, 2019, for Consent to Operate, however, the same were dismissed by the
UPPCB vide order dated February 4, 2020. There have been no operations of the Company since October 26,
2019. Further, pursuant to the voluntary liquidation process of the Company as per the provisions of the Code
and the VL Regulations, the Company has sold all its assets during the year, hence no such projects have been
taken up by the Company.

(i) the efforts made towards technology absorption; NIL

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
NIL

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the
financial year); NIL

(a) the details of technology imported; NIL

(b) the year of import; NIL

(c) whether the technology been fully absorbed; NIL

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; NIL

(iv) the expenditure incurred on Research and Development: NIL

C. Foreign Exchange earnings and outgo

The Foreign Exchange earnings in terms of actual inflows during the year and the Foreign Exchange outgo
during the year in terms of actual outflows were as follows:

Total Foreign Exchange used and earned	Year ended 31st March 2024	Year ended 31st March 2023
a) Total Foreign Exchange earned	-	-
b) Total Foreign Exchange used	-	-

16. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Board of Directors of the Company has laid down a policy on Prevention, Prohibition and Redressal of Sexual
Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules made thereunder. Pursuant to the above provisions, the Company
has constituted an Internal Complaints Committee for every location where it operates which have been given the
responsibility to receive and address the complaints. During the Financial Year 2023-24 under review, the Company

did not receive any complaint pertaining to sexual harassment and hence no compliant is outstanding as on 31
March 2024. The Company has filed an Annual Report with the concerned Authority in the matter. The said policy is
available on the website of the Company at the following link: http://www.insilcoindia.com —> Investors —> Policies
—> Prevention of Sexual Harassment Policy. The Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR) OF THE COMPANY

The Company is not covered under the provisions of CSR i.e. Section 135 of the Companies Act, 2013 and accordingly
not required to comply with the requirements of Section 135 of the Companies Act, 2013.

18. WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing
Regulations, the Company has established a “Whistle Blower Policy” for employees to report to the management
instances of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics
policy. The said mechanism is available to all the employees of the Company and is operating effectively. This Policy
outlines the procedures for reporting, handling, investigating and deciding on the course of action to be taken in case
inappropriate conduct is noticed or suspected.

This Policy also provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the
mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. During
the year, the Company has not received any complaint through such mechanism. A copy of the said policy is available
on the website of the Company at the following path: http://www.insilcoindia.com —> Investors —> Policies —>
Whistle Blower Policy.

19. STATEMENT ON ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Your Company believes that the process of performance evaluation at the Board level is essential to its Board
engagement and effectiveness. The Performance Evaluation Policy of the Company is duly approved by the Board
and Nomination and Remuneration Committee of the Company. In line with the Performance Evaluation Policy of the
Company, Annual Performance Evaluation was carried out for all the Board Members, for the Board and its Committees
with specific focus on performance and effective functioning of the Board and its Committee.

The Board has laid down the manner and criteria of evaluation of the Board of its own, Committees and Individual
Directors in which annual evaluation of the Board, Committees of the Board and Individual Directors would be evaluated.
The evaluation includes various criteria including performance, knowledge, roles and responsibilities etc.

Pursuant to the provisions of the Companies Act, 2013 the Nomination and Remuneration Committee, the SEBI
(LODR) Regulations, 2015 and the Guidance Note on Board Evaluation issued by SEBI in January 2017, a structured
questionnaire was prepared and reviewed by the Nomination and Remuneration Committee (NRC) after taking into
consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture,
execution and performance of specific duties, obligations and governance, the company has decided that the Board
will evaluate its Committees and the Nomination and Remuneration Committee would evaluate the Board and Individual
Directors. The evaluation as aforesaid has been done in the meeting of the Nomination and Remuneration Committee
and in the Board Meeting. After evaluation, the performances of the Board, its committees and Individual Directors
were found upto the mark and was satisfactory.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members
of management and discussed, inter-alia, the performance of Non-Independent Directors and the Board as a whole
and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non¬
Executive Directors.

The performance evaluation of the Independent Directors have been done by the entire Board, excluding the Director
being evaluated on the basis of performance and fulfilment of the independence criteria as specified under the
Companies Act, 2013 and the Listing Regulations.

20. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, the Company has not changed the nature of its business.

21. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Change in Directors and KMP

The changes in the Board of Directors during the Financial Year 2023-24 are given below :

Mr. Vinod Paremal was reappointed as Managing Director of the Company for a further period of 2 (two) years with
effect from 01^st May 2023 till 30^th April 2025.

Mr. Rajeev Agarwal was appointed as Chief Financial Officer (CFO) of the Company with effect from 28^th June 2023.

Mr. Dara P Mehta, Non-Executive Independent Director ceased to be a Director and Chairman of the Board of the
Company w.e.f. closing of the business hours of 31.03.2024.

Mr. Subhash Chander Setia (DIN: 01883343) appointed as an Non-Executive Independent Director of the Company
for a term of upto five consecutive years with effect from 20^tth February 2024.

Ms. Sonia Prashar was appointed as Chairperson of the Board with effect from 1^st April 2024 pursuant to Article 99 of
the Articles of Association of the Company.

Ms. Meng Tang: Since the Board meeting of the Company which was scheduled to be conducted on February 12,
2024 was rescheduled to May 14, 2024, a period of 12 months had passed during which Ms. Meng Tang (who was
appointed as the Non-Executive Non-Independent Director of the Company on November 13, 2014) has not attended
any of the meetings of the Board, and consequently, the office of Ms. Meng Tang as director of the Company has
automatically become vacant as per provisions of Section 167 (1) (b) of Companies Act, 2013.

As required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
a brief resume, details of experience and other Directorships / Committee memberships/ Chairmanships held by the
Directors in other Companies, whose re-appointment is due in the forthcoming Annual General Meeting (AGM) of the
Company, forms part of the Notice convening the 36^th AGM.

Term of Independent Directors

The date of commencement of term of Independent directors are given below along with date of approval by
Shareholders:

		First term		Second term
S. No.	Name of Independent Directors	Start date	Date of approval in AGM	Start Date	Date of approval in AGM
1	Mr. Dara Phirozeshaw Mehta1	1st Apr 2014	14th Aug 2014	1st Apr 2019	24th Jul 2018
2	Ms. Sonia Prashar	4th Aug 2016	26th Sept 2016	4th Aug 2021	2nd Aug 2021
3	Mr. Subhash Chander Setia	20th Feb 2024	27th Mar 2024	-

The Company follows an induction programme for orientation and training of Directors at the time of their joining so
as to provide them with an opportunity to familiarize themselves with the Company, its operations, business philosophy
and model, roles, rights, responsibilities of Independent Directors in the Company and Policies/Rules and Regulations
of the Company.

Thereafter, the Company continues with periodic familiarization process of Independent Directors to keep them upto
date with the developments in the Company. The details of such familiarization programme is also displayed on the
website of the Company at the following link: https://www.insilcoindia.com/Pdf/Details%20-%20Familiarization%
20Programmes%20w.e.f.%201%20April%202015.pdf

22. DISCLOSURES RELATED TO REMUNERATION OF DIRECTORS AND KMPs

a. Corporate Governance - Disclosures as per provisions of Schedule V, Part II, Section II (B)(iv)(IV)

NIL

b. Ratio of Remuneration of each Director to median remuneration of employees

NIL

c. Percentage increase in remuneration of each Director and KMP

The annual increment of remuneration of employees is done every year w.e.f. 1^st April. The annual increment
w.e.f. 1^st April 2023 of KMPs are given below in % alongwith the designation as on the date of approval of this
report.

Name	Director/KMP	% increase (w.e.f. 1st April 2023)	Remark
Ms. Geetika Varshney	KMP (Company Secretary)	Nil	Appointed w.e.f. 1st April 2022
Mr. Rajeev Agarwal	KMP (Chief Financial Officer)	NA	Appointed as Chief Financial Officer (CFO) of the Company with effect from 28th June 2023

d. Percentage increase in the median remuneration of employees

The percentage increase in the median remuneration of employees in the Financial Year 2023-24 was Nil.

e. No. of permanent employees on the rolls of the Company

As on 31^st March 2024, Company has 02 permanent employee on the rolls of the Company.

f. Average percentage increase already made in the salaries of employees in the Financial Year 2023-24 in
April 2023 and its comparison with the percentage increase in the managerial remuneration and
justification thereof and exceptional circumstances for increase in the managerial remuneration, if any

Particulars	Financial Year 2023-24
Average percentage increase in the salaries of employee other than Managerial Personnel	NIL
Average percentage increase in salary of Managerial Personnel	NIL

g. Policy compliance affirmation

The remuneration of the Directors and KMP is as per the Nomination and Remuneration policy of the Company.

23. STATEMENT PURSUANT TO CLAUSE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014

During the year, there was no employee of the Company:

- who was employed throughout the Financial Year 2023-24 and was in receipt of remuneration for that financial
year of not less than Rs. 10,200,000/-; or

- who was employed for a part of the Financial Year 2023-24 and was in receipt of remuneration at a rate which
was not less than Rs. 850,000/- per month; or

- who was employed throughout or part of the Financial Year 2023-24 and was in receipt of remuneration in that
Financial Year, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that

drawn by the Managing Director or Whole-time Director and holds by himself or along with its spouse and
dependent children, not less than two percent of the equity shares of the Company.

Top two employees in terms of remuneration drawn during the Financial Year 2023-24

Sl. No.	Name (In Alphabetical Order)	Designation	Designation as on 31st March 2024
1	Geetika Varshney	Company Secretary	Company Secretary
2	Rajeev Agarwal	Chief Financial officer	Appointed w.e.f. 28th June 2023

24. AUDITORS

Pursuant to the provisions of Sections 139, 142 of the Act read with Companies (Audit & Auditors) Rules, 2014,the
members are hereby informed that M/s. Shiv & Associates (Firm Registration No. with ICAI 009989N was appointed
as Statutory Auditor of the Company for the first term of 5 (five) consecutive years in the 34^th AGM to hold the office
from the conclusion of the 34^th Annual General Meeting till the conclusion of 39^th Annual General Meeting.

Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and continue to be
eligible to act as the Auditor of the Company.

25. COST AUDITOR/MAINTENANCE OF COST RECORDS
Maintenance of Cost Records for the Financial Year 2023-24

During the financial year 2023-24, there was no production and no Sales/Turnover due to discontinuation of business
activities, therefore the Cost Audit & Maintenance of Cost Records are not applicable on the Company.

26. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Companies (Meetings of Board and
its Powers) Rules, 2014 and Regulation 18 of SEBI Listing Regulations, as may be amended from time to time, the

Board has reconstituted an Audit Committee. The composition of the Audit Committee was as follows:

As on 31st March 2024
S. No.	Name of the Director	Designation in Audit Committee
1	Mr. Dara Phirozeshaw Mehta	Chairman
2	Ms. Sonia Prashar	Member
3	Mr. Vinod Paremal	Member
4	Mr. Subhash Chander Setia	Member

The Board of Directors of the Company has accepted all the recommendations made by the Audit Committee.

27. DISCLOSURE REGARDING SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate company. During the year also there were no
companies, which have become or ceased to be your Company’s subsidiary, joint venture or associate company.

28. DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest
on deposits from public was outstanding as on the date of the balance sheet during the year pursuant to the provisions
of Chapter V of the Companies Act, 2013.

29. MATERIAL ORDERS BY GOVERNING AUTHORITIES

There were no significant or material orders passed by any governing authority of the Company including regulators,
courts or tribunals, which could affect the going concern status Company’s operations.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RESPECT TO THE FINANCIAL STATEMENT

The Company has laid down proper and adequate internal financial control for ensuring efficient and effective conduct
of business, safeguarding of its assets and prevention and detection of fraud and errors with respect to internal
financial statement. The same is explained in management and discussions and analysis report under the heading
“Internal Control System and their adequacy”.

31. SOCIAL RESPONSIBILITY

Good governance demands adherence to social responsibility coupled with creation of value in the larger interest of
the general public. We are committed to continuously improving our performance in the areas of environmental
protection, health and safety as well as to the principles of sustainable development and responsible care. We
continue to contribute to society by appropriate means. We aim to enhance the quality of life of the community in
general and have a strong sense of social responsibility.

32. REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of the Listing Regulations, the following are furnished forming part of this Directors’ Report:

i. Report on Corporate Governance together with a Certificate from Practising Company Secretary on compliance
with the conditions of Corporate Governance as per provisions of Listing Regulations are attached as
Annexure-2 and Annexure-2.3 respectively.

ii. Certificate by Managing Director regarding compliance of Code of Conduct by the members of Board and Senior
Management as per provisions of Listing Regulations is attached as Annexure - 2.1.

iii. Certificate from Managing Director regarding correctness of the financial statements presented to the Board is
attached as Annexure - 2.2.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34of the Listing Regulations, a detailed report on the Management Discussions and Analysis
Report is enclosed as Annexure - 3 forming part of Annual Report.

34. COMPLIANCE OF SECRETARIAL STANDARDS

The Company is in compliance with the applicable provisions of Secretarial Standards issued by the Institute of
Company Secretaries of India.

35. DISCLOSURE BY SENIOR MANAGEMENT OF CONFLICT OF INTEREST, IF ANY

Pursuant to the provisions of regulation 26(5) of the Listing Regulations, the Senior Management of the Company
have made a disclosure to the Board of Director that they have no personal interest in relation to all material, financial
and commercial transactions that may have a potential conflict with the interest of the Company at large.

36. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR- Not Applicable

37. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF- Not Applicable

38. INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial relations with all its employees. No man day was lost due to any Industrial
Dispute.

39. ACKNOWLEDGEMENT

Your Board of Directors wish to thank and place on record their appreciation for the co-operation and support extended
to the Company by the Government of India, State Government of Uttar Pradesh, other local authorities, Bankers,
Suppliers, Employees and other Stakeholders which have been a constant source of strength to the Company. The
Board of Directors also expresses its sincere gratitude to all the shareholders for their continuous support and trust
they have shown in the management. The dedication and sense of commitment shown by the employees at all levels
during the year deserve special mention.

For & on behalf of the Board of Insilco Limited
(Under Voluntary Liquidation)

Sd/- Sd/-

Sonia Prashar Vinod Paremal

Chairperson/Director Managing Director

DIN : 06477222 DIN : 08803466

Place: New Delhi Place: Mumbai

Date : 29.05.2024 Date : 29.05.2024

1

The 2^nd term of Mr. Dara Phirozeshaw Mehta was completed on closing of the business hours of 31^st March 2024.
Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.
Christian Schlossnikl shall be liable to retire by rotation at the ensuing AGM of the Company and being eligible, offers
himself for re-appointment. The Board recommends his re-appointment to the members of the Company in the
ensuing AGM.

Statement on declaration given by Independent Directors

The members are informed that Independent Directors have given a declaration that they meet the criteria of
independence as provided in sub-section 6 of the Section 149 of the Companies Act, 2013 as well as Regulation 25
(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of the SEBI Listing Regulations, they have confirmed that they are not aware of any
circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to
discharge their duties. Based upon the declarations received from the Independent Directors, the Board of Directors
have confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation
16(1 )(b) of the SEBI Listing Regulations and that they are independent of the management. A declaration on compliance
with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, read with Notification
dated October 22, 2019, issued by the Ministry of Corporate Affairs (MCA), regarding the requirement relating to
enrolment in the Data Bank for Independent Directors, has been received from all the Independent Directors, along
with declaration made under Section 149(7) of the Act.

The Board of the Company also confirms that the Independent Directors fulfill the criteria of being Independent
Director as specified under the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Independent Directors are persons of integrity and possesses relevant expertise
and experience.

Familiarization program for Independent Directors

Regulation 25 (7) of Chapter IV of SEBI (Listing Obligations & Disclosure Requirements) provides that the listed
entity shall familiarize the independent directors through various programmes about the listed entity.

---

Mar 31, 2018

Dear Members,

The Directors are pleased to present the 30^th Annual Report together with the Audited Accounts for the Financial Year ended March 31, 2018.

1. EXTRACTS OF THE ANNUAL RETURN

I. Registration and Other Details

Corporate Identity Number (CIN)	L34102UP1988PLC010141
Name of the Company	Insilco Limited
Registration Date	19th October 1988
Category/Sub category of the Company	Limited by Shares and having share capital
Address of the Registered Office and Contact Details	A-5, UPSIDC Industrial Area, P.O. Bhartiagram, Gajraula, Uttar Pradesh-244 223, India Contact Details : Contact No. : 09837923893, 09837823893, Fax No. : [phone] Email : [e-mail] Website : www.insilcoindia.com
Whether Listed Company, if yes, name of the Stock Exchange where listed	Yes, at Bombay Stock Exchange Limited (BSE)
Scrip ID at BSE	500211
Name, Address and Contact details of Registrar and Transfer Agent	MCS Share Transfer Agent Limited F-65, 1st Floor, Okhla Industrial Area, Phase - I, New Delhi - 110020 Contact Details : Contact No. : [phone]-52 Fax No. : [phone] E-mail : [e-mail]

II. Principal Business Activity of the Company

Business activity contributing 10% or more of the total turnover of the Company.

Name and Description of main products/services	NIC Code of the Product/ Service	% to total turnover of the Company
Precipitated Silica	20116	100%

III. Particulars of Holding, Subsidiary and Associate Companies

Name & Address of the Company	CIN/GLN	Holding/Subsidiary/Associate	% of Shares held	Applicable Section
Evonik Degussa GmbH Rellinghauser Strasse 1-1145128, Essen, Germany	Not Applicable	Holding	73.11	2(46)

Your Company does not have any Subsidiary or Associate Company.

IV. Shareholding Pattern (Equity Share Capital Breakup as Percentage of Total Equity)

i) Category-wise Shareholding

S. No.	Category of Shareholder	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change during the year
		Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
(A)	Promoters
	Foreign
	Bodies Corporate	11,357,645	34,495,670	45,853,315	73.11	45,853,315	0	45,853,315	73.11	0.00
	Total Share holding of Promoter (A)	11,357,645	34,495,670	45,853,315	73.11	45,853,315	0	45,853,315	73.11	0.00
(B)	Public shareholding
(1)	Institutions
(a)	Mutual Funds/ UTI	0	14,060	14,060	0.02	0	14,060	14,060	0.02	0.00
(b)	Financial Institutions/ Banks	330	23,350	23,680	0.04	330	23,350	23,680	0.04	0.00
(c)	Foreign Institutional Investors	0	0	0	0.00	0	0	0	0.00	0.00
	Sub-Total (B)(1)	330	37,410	37,740	0.06	330	37,410	37,740	0.06	0.00
(2)	Non institutions
(a)	Bodies Corporate
(i)	Indian	2,364,504	82,880	2,447,384	3.90	2,229,881	82,280	23,12,161	3.69	(0.21)
(ii)	Overseas	165,080	0	165,080	0.26	165,080	0	165,080	0.26	0.00
(b)	Individuals
(i)	Individual shareholders holding nominal share capital up to Rs 1 lakh	7,447,011	2,633,027	10,080,038	16.08	7,674,245	2,556,947	10,231,192	16.31	0.23
(ii)	Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	4,063,275	0	4,063,275	6.48	3,992,840	0	3,992,840	6.37	(0.11)
(c)	Any Other
(i)	Non Resident Indians	66,858	1,270	68,128	0.11	121,362	1,270	122,632	0.20	0.09
(ii)	Trust	40	0	40	0.00	40	0	40	0.00	0.00
Sub-Total (B)(2)		14,106,768	2,717,177	16,823,945	26.83	14,183,448	2,640,497	16,823,945	26.83	0.00
Total Public Shareholding (B)= (B)(1) (B)(2)		14,107,098	2,754,587	16,861,685	26.89	14,183,778	2,677,907	16,861,685	26.89	0.00
GRAND TOTAL (A) (B)		25,464,743	37,250,257	62,715,000	100	60,037,093	2,677,907	62,715,000	100	0.00

ii) Shareholding of promoters

	Shareholding at the beginning of the year			Shareholding at the end of the year
Share holders Name	No. of Shares	% of total shares of the Company	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total shares of the Company	% of Shares Pledged / encumbered to total shares	% change in shareholding during the year
Evonik Degussa GmbH	45,853,315	73.11	0.00	45,853,315	73.11	0.00	0.00

iii) Change in Promoters’ Shareholding: There was no change in the promoters'' Shareholding during the Financial Year 2017-18. As on 31^st March 2017, the dematerialized shares of promoter were 11,357,645 out of a total shareholding of 45,853,315. By 31^st March 2018, the entire shareholding was converted into dematerialsed mode.

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): The shareholding pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) is attached as Annexure 1.

v) Shareholding of Directors and Key Managerial Personnel: Directors or Key Managerial Personnel did not have any shareholding in the Company during the Financial Year 2017-18.

V. Indebtedness

Your Company did not have any secured loans, unsecured loans or deposits at the beginning of the year and at the end of the year.

VI. Remuneration of Directors and Key Managerial Personnel:

A. Remuneration to Managing Director and Whole-time Director

(Amount in Rs.)

		Name of Managing Director (MD)/ Whole-time Director
S.	Particulars of Remuneration	Mr. Brijesh Arora	Total
No.		(MD)
1	Gross salary
	(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961	6,048,640	6,048,640
	(b) Value of perquisites u/s 17(2) of Income-tax Act, 1961	489,233	489,233
	(c) Profits in lieu of salary under section 17(3) of	-	-
	Income-tax Act, 1961
2	Stock Option	-	-
3	Sweat Equity	-	-
4	Commission
	a. As % of profit	-	-
	b. Other, specify	-	-
5	Other, please specify	-	-
	Total (A)	6,537,873	6,537,873
	Ceiling as per the Act1	16,800,000	16,800,000

1Remuneration paid is within the limit calculated as per provisions of Section II, Part II of Schedule V of the Companies Act, 2013 , which does not include (i) contribution to PF, superannuation fund or annuity fund to the extent either singly or put together are not taxable under the Income-tax Act, 1961, (ii) Gratuity payable at a rate not exceeding half a month''s salary for each completed year of service and (iii) encashment of leave at the end of the tenure.

B. Remuneration to Other Directors (Amount in Rs.)

S. No.	Particulars	Fee for attending Board & Committee Meetings	Commission	Others, please specify	Total
I.	Independent Directors
1	Mr. Dara Phirozeshaw Mehta	500,000	-	-	500,000
2	Ms. Sonia Prashar	340,000	-	-	340,000
	Total (I)	840,000	-	-	840,000
II.	Other Non-executive Directors
1	Ms. Meng Tang	-	-	-	-
2	Mr. Harish Kumar Kanaiyalal Davey2	-	-	-	-
3	Mr. Christian Schlossnikl	-	-	-	-
4	Mr. Sanjeev Taneja3	-	-	-	-
	Total (II)	-	-	-	-
	Total (I II) (B)	840,000	-	-	840,000
	Overall ceiling as per the Companies Act, 2013	The ceiling for independent directors are such sum as may be decided by the Board of directors thereof which shall not exceed one lakh rupees per meeting of the Board or committee thereof. The ceiling for other non-executive directors are 1% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013.
	Total Managerial Remuneration (A B)	7,377,873

D. Remuneration to Key Managerial Personnel other than MD/Manager/WTD (Amount in Rs.)

S. No.	Particulars of Remuneration	Key Managerial Personnel		Total
		Ms. Shivangi Negi (CFO)	Mr. Sarvesh Kr. Upadhyay (Company Secretary)
1	Gross salary
	(a) Salary as per the provisions	1,265,880	1,112,400	2,378,280
	contained in Section 17(1)
	of the Income-tax Act, 1961
	(b) Value of perquisites under section	67,871	6,055	73,926
	17(2) of Income-tax Act, 1961
	(c) Profits in lieu of salary under	-	-	-
	section 17(3) of Income-tax Act, 1961
2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
4	Commission
	a. As % of profit	-	-	-
	b. Other, specify	-	-	-
5	Other, specify	-	-	-
	Total (A)	1,333,751	1,118,455	2,452,206

VII. Penalties / Punishment / Compounding of Offences: There was no penalty / punishment / compounding fee imposed on the Company / Directors / any other officer of the Company under the provisions of the Companies Act, 2013.

2 Mr. Davey ceased to be a Director w.e.f. 10^th July 2017 due to his unfortunate death.

3 Mr. Sanjeev Taneja was appointed as an Additional Director w.e.f. 1^st February 2018.

2. NUMBER AND DATES OF MEETINGS OF THE BOARD AND ATTENDANCE OF THE DIRECTORS

The Board duly met 5 times in the Financial Year 2017-18 on 16^th May 2017, 18^th July 2017, 5^th September 2017, 4^th December 2017 and 1^st February 2018. The attendance of the Directors in the Board meetings is given in clause no. 2.3(C) of Corporate Governance Report.

3. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors'' state that;

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with a proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

4. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF DIRECTORS ETC.

Pursuant to Section 178(1) of the Companies Act, 2013 and Clause 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”), the Board of Directors has constituted a Nomination and Remuneration Committee. A Nomination and Remuneration Policy of the Company has also been laid down and approved by the Nomination and Remuneration Committee and the Board. The said policy lays down the criteria for the appointment of Directors, Key Managerial Personnel and Senior Management Personnel. The said policy also specifies the appointment and remuneration including criteria for determining qualification, term/tenure, positive attributes, independence of Directors, criteria for performance evaluation of Executive and Non-executive Directors (including Independent Directors), removal, policy on Board diversity, Directors and Officers'' Insurance and other matters as prescribed under the provisions of the Companies Act, 2013 and the Listing Regulations. The said policy of the Company is attached as Annexure-2 to this report.

5. SECRETARIAL AUDIT

Nityanand Singh & Co. a firm of Company Secretaries having its address at 14, 2^nd Floor, Arjun Nagar, Safdarjung Enclave, New Delhi - 110029 has conducted the Secretarial Audit of the Company for the Financial Year 2017-18. The Secretarial Audit Report issued by the said firm is attached to this report as Annexure-3.

6. EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS OR DISCLAIMERS MADE BY STATUTORY AUDITOR AND SECRETARIAL AUDITOR IN THEIR RESPECTIVE REPORTS

The reports of Statutory Auditor and Secretarial Auditor do not contain any qualifications, reservations, adverse remarks or disclaimers.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company had not entered into any transaction of loan, guarantee or investment under Section 186 of the Companies Act, 2013.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of Contracts or arrangements with related parties are given in form AOC 2 which is attached as Annexure- 4 to this report.

Pursuant to the provisions of the Companies Act, 2013 and Clause 23 of the Listing Regulations, the Board has laid down a policy on dealing with related party transactions and the same is available on the website of the Company at the following link: http://www.insilcoindia.com/policies.htm.

9. THE STATE OF THE COMPANY’S AFFAIRS

A. Financial Highlights

The summarized results for the year, rounded off to Rupees in millions, are given below:

Particulars	Year Ended 31.03.2018	Year Ended 31.03.2017
Gross Turnover	888.04	957.85
Less: Excise duty	(22.17)	(91.43)
Turnover (net of excise duty)	865.87	866.42
Other Income	39.77	66.90
Total Expenditure (excluding excise duty)	(886.05)	(855.68)
Profit before Depreciation & Exceptional Items	19.59	77.64
Depreciation	(19.17)	(17.17)
Profit/ (Loss) for the year before exceptional items	0.42	60.47
Exceptional items	-	(4.16)
Profit/(Loss) before tax	0.42	56.31
(Provision for)/Release of Taxation	3.22	(7.24)
Profit/(Loss) after tax	3.64	49.07
Other comprehensive income	1.65	(2.63)
Total comprehensive income for the year	5.29	46.44

B. Results of Operations

Sales of Precipitated Silica during the year were 15,207 MT (previous year 14,939 MT). The Production during the year was 14,857 MT (previous year 15,023 MT).

Your Company achieved a sales turnover of Rs. 888 million during the year as compared to Rs. 958 million in the previous year. The sales turnover during the year includes excise duty of Rs. 22 million as compared to Rs. 91 million in previous year. The excise duty of Rs. 22 million is for 3 months (April 17 to June 17) as it was discontinued effective 1^st July 2017 upon implementation of the Goods and Service Tax (GST) in India whereas Rs. 91 million is for 12 months (April 16 to March 17). GST is not considered as part of sales turnover. The sales turnover (net of excise duty) during the year is Rs. 865.87 million as compared to Rs. 866.42 million in previous year. The Company recorded a profit before depreciation and exceptional items of Rs. 19.59 million as compared to profit of Rs. 77.64 million in the previous Financial Year. The Company had reserves of Rs. 380 Million as on 1^st April 2017. The total comprehensive income for the Financial Year 2017-18 was Rs. 5 Million.

The Company is endeavoring to increase its turnover and profit. The Company is looking for optimum utilization of its assets and other resources so that the journey of profitable growth is continued. With the support of Evonik, we continue to make efforts to optimize energy utilization, manufacture high quality products, improve plant safety, improve efficiency and higher capacity utilization. We are providing quality product, application and technical support and overall service to the Customers.

C. Future Outlook

The financial year 2017-18 has been a year marked with both excitement and challenges for the Indian economy. Structural changes have been made in the indirect tax system by the introduction of Goods and Service Tax (GST). The effect of demonetization and implementation of Goods and Service Tax seems to be over now and it is expected that it will boost the economy. Organized players like us would be long term beneficiaries of the same. GST data shows significant rise in the number of taxpayers. The GDP growth for Financial year 2018-19 is expected in the range of 7% to 7.5%. The Indian economy is improving and showing potential for growth.

Your Company continues to enjoy a high standing with its customers because of its quality, value added services and strong technical support from parent Company. Besides, it is actively considering the installation of a “Propane LPG project” at its plant to reduce the energy costs and is pursuing all growth opportunities to improve the results. The quality conscious customers are showing faith in our quality products. The Company is actively trying to increase its customer base. It has added some new customers and also regained some lost customers. However, the future growth of the Company will depend upon our ability to optimize our costs by making our products more competitive, increasing capacity utilization, optimal product mix, efficiency improvement and the willingness of customers to pay a premium for our high quality products. There are inherent opportunities available for the Company in the target industries such as Tyres, Automotive Components, Mechanical Rubber Goods, Footwear, Battery Separators, Agrochemicals, Food and Feed. The silica applications in all these industries are growing rapidly. The Company is continuously improving safety, plant condition, efficiency and yield. The Company is actively pushing growth opportunities to use the unutilized production capacity and improve product mix.

Others

- Evonik India Private Limited (EIPL) is handling the marketing and sales promotions of the products of the Company in India, Bangladesh and Srilanka. Until 30^th June 2017, EIPL was getting a commission of 2% on the net sales of Insilco Limited within India excluding sales made through dealers/distributors in India, though EIPL was responsible for the sales of dealers/distributors in India. EIPL was also responsible for the sales in Bangladesh and Srilanka, however, they were not eligible for any commission on the same. W.e.f. 1^st July 2017, EIPL has become eligible for commission of 3.25% on the net sales of Insilco Limited within India including sales through dealers/distributors in India. Commission for sales in Bangladesh and Srilanka has been introduced at the rate of 1.5% and 1% respectively with effect from 1^st July 2017.

- The Board has approved capital expenditures for Propane LPG Project, Distributed Control System, roof of Dryer Chamber, Autoclave Weighing System, and Firefighting Equipments etc. Our parent Company Evonik is providing technical support wherever required.

- These financial statements are the first financial statements of the Company under Indian Accounting Standard (IND AS) as per the Companies (Indian Accounting Standards) Rules, 2015. The financial statements up to the year ended 31^st March 2017 were prepared in accordance with the accounting standards notified under the Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act.

- Please refer to note 38 of the audited financial results for the financial year 2017-18 for an explanation of how the transition from previous GAAP to Ind AS has affected the Company''s financial position, financial performance and cash flows.

10. TRANSFER TO RESERVES

The Company had reserves of Rs. 380 Million as on 1^st April 2017. The total comprehensive income for the Financial Year 2017-18 was Rs. 5 Million. Therefore, the closing balance of the reserves and surplus as on 31^st March 2018 amounted to Rs. 385 Million.

11. DIVIDEND

No dividend is recommended considering the operational performance of the Company.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT

There are 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 this report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earning and outgo during the year are as follows:

A. Conservation of Energy

Your Company always emphasizes on conservation of Energy and Natural Resources. The Company is giving priority to energy conservation measures including a regular review of energy generation, consumption and effective control on utilization of energy.

The Company has reduced product change over time in the production process and improved energy efficiency. During the financial year 2017-18, the Board has approved a switch in the source of energy from High Speed Diesel to propane-LPG system for drying activity by implementing propane-LPG system at the Gajraula Plant of the Company. This will result in a significant cost reduction.

Due to plant upgradation system, fuel efficiency has improved and overall energy consumption (Power & HSD) has reduced per ton of Silica.

B. Technology Absorption

1. The effort made towards technology absorption

The technology for manufacture of various grades of Precipitated Silica has been supplied by the parent Company, Evonik Degussa GmbH, Germany. We believe that it is important, that in future we can offer an even broader technology support/base to meet our customers'' growing long-term needs. The modification of process, equipment and products are carried out to meet changes in market requirements and to improve operational efficiency.

2. Benefits derived from the above efforts

Focus on value added products, technical support to customers, optimum utilization of resources for production and higher yield.

3. Technology imported during the last three years

The Company has not imported any technology during the last three years reckoned from the beginning of the Financial Year.

4. Expenditure on Research and Development

The Company has not incurred any expenditure on Research and Development.

C. Foreign Exchange earnings and outgo

The Foreign Exchange earnings in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows were as follows:

(Rs. in ‘000)

Total Foreign Exchange used	Year ended	Year ended
and earned	31st March 2018	31st March 2017
a) Total Foreign Exchange earned	8,671	3,939
b) Total Foreign Exchange used	10,104	9,152

14. STATEMENT ON RISK MANAGEMENT POLICY

The Board of Directors has developed and implemented a Risk Management Policy for the Company. The Company has taken proper initiatives to mitigate risks. In the opinion of the Board there are following risks which could threaten the existence of the Company:

1. Risk of HSD (Diesel) prices going up substantially.

2. Loss of Market Share if our product rates are significantly higher than competitors.

3. Environmental Risk if more stringent norms are introduced by government for chemical industries near the Ganga River.

The Board has also taken certain steps to minimize the same and its current status are given below:

Risks

(i) Risk of HSD (Diesel) prices going up substantially; and

(ii) Loss of Market Share if our product rates are significantly higher than those of competitors

Current Status of Action Taken :

To minimize the aforesaid risk, the Board had earlier approved to switch the source of energy from High Speed Diesel to Coal for drying activity by implementing a Coal Fired Hot Air Unit at Gajraula Plant of the Company. Accordingly, the following activities were completed in respect of the Coal project:

1. NOC for Coal Project has been received from UPPCB, Lucknow.

2. Basic & Extended basic engineering of tube bundle is completed.

3. Required information for HAZOP safety analysis has been provided to Evonik and it is under evaluation.

Meanwhile on 18^th July 2017, the Board resolved to explore other sources of energy for the drying activity in the manufacturing process besides the Coal Project to reduce existing cost of energy. Accordingly, after evaluation by Evonik, Germany, the installation of propane-LPG system was approved by the Board of Insilco on 4^th December 2017. In this regard, the Company has received approval from Petroleum & Explosives Safety Organisation (PESO), Ministry of Commerce & Industry. The Company had applied to Uttar Pradesh Pollution Control Board (UPPCB) for a No Objection Certificate in December 2017. The Company is also in the process of obtaining approvals from other appropriate authorities.

The Company is also continuing a system of tracking of its vendor''s raw material cost to correlate the prices of the Company''s purchases with them.

(iii) Environmental Risk if more stringent norms are introduced by government for the chemical industry near the Ganga River

We are presently complying with all the existing pollution control norms and water/air consent conditions.

The introduction of any new more stringent norms, if any, is beyond the control of the company and it is impossible to comment on likely impact or mitigation measure at this stage for these risks.

In this regard, the shareholders are hereby informed about the following:

NGT Matter

The members are hereby further informed that there was a case pending in the Hon''ble National Green Tribunal (NGT) for cleaning of river Ganga. The NGT has pronounced its detailed judgement dated 13^th July 2017 in the said matter. The complete details of this matter is given below in point no. 15 i.e. “Ganga Cleaning Matter with NGT”.

Water and Air Consent

The Company has already received electronic approval in May 2018. The physical copy of the consent orders alongwith detailed conditions are yet to be received.

The Board has also approved a Risk Management Policy, which is available on the website of the Company at the following path: http://www.insilcoindia.com/policies.htm .

15. GANGA CLEANING MATTER PENDING IN THE NATIONAL GREEN TRIBUNAL

The members are hereby informed that your Company received a letter from Uttar Pradesh Pollution Control Board (UPPCB) dated 27^th January 2017 calling upon it to appear before the National Green Tribunal (NGT) on 6^th February 2017 in the matter of M. C. Mehta Vs. Union of India and Others (Original Application No. 200/2014) i.e. matter of cleaning of Ganga. The said letter was issued to various industrial units located near the Bagad River. On 6^th February 2017, NGT issued a show cause notice to all the industrial units at Gajraula on the ground of pollution including Insilco Limited and asked as to why they should not be directed to shut down their units forthwith. The Company had filed its detailed reply with NGT.

However, the matter was not heard and on 24^th April 2017, the NGT formed a special high power inspection team consisting of various high level government officials (hereinafter referred as ‘Joint Inspection Team'') and directed them to visit Industries in Gajraula Industrial Area on 25^th April 2017 and to report their observations on 26^th April 2017 to NGT. The Joint Inspection Team visited 13 industries in Gajraula and submitted their observations verbally to the NGT on 26^th April 2017. The NGT passed its order dated 26^th April 2017 on the basis of the verbal observations explained to the NGT. For Insilco Limited, the order of NGT dated 26^th April 2017 inter-alia stated that Insilco is using fresh water for dilution of treated effluent which is impermissible. Insilco is prescribed with the limit of Sodium Absorption Ratio (SAR). Since Insilco has to maintain that ratio, rather than treating the same appropriately, it is diluted by adding fresh water and with Magnesium Sulphate so that it does not exceed the prescribed limit. This is practically a fraud being played. Similarly, the said order included various negative comments for other industries in Gajraula.

Based on these observations, the NGT ordered the shut down of all the 13 units including Insilco Limited in Gajraula Industrial Area. NGT has given an option to them to come up with future plans of compliance for resuming operability of the Company and in this regard the matter was scheduled to be heard on 8^th May 2017.

The shareholders are hereby informed that the aforesaid order of the NGT dated 26^th April 2017 was not on the merits and that our plant at Gajraula has always been in full compliance with the applicable pollution norms.

The report of the Joint Inspection Team was uploaded on the website of Central Pollution Control Board on late evening of 4^th May 2017.

The observations of the said report for Insilco were that:

1. The industry generates effluent having high Total Dissolved Solid (“TDS”);

2. The unit should opt for Zero Liquid Discharge (ZLD);

3. The unit should adopt recovery of salt (Na2SO4) with any appropriate system and explore possibilities of re-use of treated water at nearby industries; and

4. The unit should stop using fresh water dilution for reducing SAR in order to comply with the consent condition.

The report recommended that (i) the unit shall stop using fresh water dilution for reducing the SAR in order to comply with the consent condition; (ii) the treated water may be used at nearby industries so that the overall stress on the ground water in the area is reduced. This approach shall be through MoU and consent of UPPCB.

Insilco Limited filed its reply in the NGT on 5^th May 2017 along with a reply to the observations/recommendations made in the report of the Joint Inspection Team. The reply of Insilco Limited filed with NGT, inter alia, included the following points reply to the observations of the said report:

1. That no TDS limit has been prescribed for Insilco Limited in the water consent conditions and all such applicable conditions of consent to operate are being complied with.

2. That Insilco Limited does not fall within the Red Category of Industries of Central Pollution Control Board (CPCB) / Ministry of Environment and Forest (MOEF) and is also not included in the 17 categories of highly / seriously polluting industries identified by CPCB and MOEF, such as Pharmaceuticals, Chlor Alkali, Fertilizers,

Pesticides, Petrochemicals, Large Power Plants, Cement, Aluminum, Zinc, Copper, Iron & Steel, Large Pulp & Paper, Distillery, Sugar, Oil Refinery, Dye and dye intermediate and Tannery. That the CPCB as per the advice of NGT has come out with ZLD requirement for industries and ZLD is prescribed only for 5 industries i.e. Distillery, Tannery, Textiles, Pharmaceuticals and Dye and Dye Intermediaries. Insilco Limited does not fall under these prescribed industries and hence the requirement of ZLD is not applicable on Insilco.

3. That for recovery of salt (Na2SO4) with any appropriate system and exploring the possibilities of re-use of treated water, Insilco Limited has reached out to various recognized scientific institutions of the country, including Delhi Technological University (DTU) (Formerly known as Delhi College of Engineering); The Indian Institute of Technology (IIT), Kanpur; and the Department of Chemical Engineering, Malaviya National Institute of Technology, Jaipur for availing of their assistance and expertise in finding some techno-commercial viable method for the following:

i. Reducing Sodium Sulphate to the maximum extent possible and recover the same for other uses in terms of the suggestion made in the Report;

ii. Reduce water consumption in the manufacturing process in terms of the suggestion made in the Report; and

iii. Recycle and reuse of treated water in terms of the suggestion made in the Report.

4. That Insilco is complying with the conditions of water consent including conditions with respect to SAR.

This matter was heard on 8^th May 2017. The Company pleaded that the recommendations with regard to ZLD were not practical for our plant and pollution authority should prescribe some appropriate method. After the hearing, the Plant of the Company was allowed to resume operations subject to the following directions:

1. The industry would pay a sum of INR 1.5 Million voluntarily and it is only upon payment of that amount to the Central Pollution Control Board (CPCB) that it would be permitted to operate.

2. The industry will comply with all the recommendations and directions contained in the Joint Inspection Report immediately and without delay and default.

3. In regard to Zero Liquid Discharge (ZLD) and whether the dilution of 1/1 should be permitted, the industry would put forward it case before the Joint Inspection Team which will offer its comments and place the Report before the Tribunal.

4. The industry will obtain positively the permission from the CGWA now without any delay.

5. The Joint Inspection Team shall place complete and comprehensive Report including the source, quantum and quality of the ground water that is being extracted.

6. The inspection report should be submitted before the Tribunal within two weeks from the date of order (i.e. 8^th May 2017).

The order dated 8^th May 2017 also stated that if the industry fails to comply with these directions, it should be liable to be closed without any further notice.

Pursuant to the order of NGT dated 8^th May 2017, Insilco deposited INR 1.5 Million with Central Pollution Control Board on 9^th May 2017 and restarted its production from late evening of 9^th May 2017.

As directed by the NGT in its order dated 8^th May 2017, the Joint Inspection Team visited the plant of Insilco at Gajraula on 23^rd May 2017. The existing full compliance status along with the measures taken for improvement were explained by the Company to the inspection team. However, as on the date of the signing of this report, the Company is yet to receive the report of the Joint Inspection Team. The NGT, on 13^th July 2017 pronounced its detailed judgement in this matter where it has given certain specific directions with respect to Bagad River (drain), besides general directions, which are as follows:

Specific Directions

a) The Bagad river (drain) inclusive of Mahua, should be cleaned, dredged and maintained as a river or storm water drain.

b) All the 12 industries located in the catchment area of this drain, which are highly polluting should be put under strict surveillance by the UPPCB as well as the Joint Inspection Team.

c) The Joint Inspection Team has already been directed to inspect these industries to conform with appropriate conditions for permitting and operating all these functions.

d) These industries have been directed to comply with the conditions of the consent order and directions issued by the Joint Inspection Team under the provisions of the Water (Prevention and Control of Pollution) Act, 1974 and the Environmental (Protection) Act, 1986.

e) In the event of these industries not complying with such directions, they shall be liable to be closed without any further notice.

f) The Joint Inspection Team and the UPPCB shall submit compliance report in relation to these industries before the Tribunal upon regular intervals.

The detailed judgement of the NGT dated 13^th July 2017 can be accessed at the website of NGT at the following link: http://www.greentribunal.gov.in/judge courtI.aspx. It can be searched through ‘party name'' or ‘date of judgement'' or ‘bench judgement i.e. court-I''.

The Company has also filed a Caveat before the NGT so that no inspection reports can be taken on record / no orders be passed in the matter without service of report on the Company and nothing be done in this regard without giving an opportunity to the Company of being heard.

After the above judgement dated 13^th July 2017, the following important developments/correspondence have taken place:

* The Company had received a letter dated 13^th November 2017 from Central Pollution Control Board, based on inspection of special high power committee, asking for appropriate reason/clarification about high TDS effluent discharge.

Insilco had replied to the said letter stating that Insilco has been complying with the conditions under issued water consent order by UPPCB. We have further stated that no TDS level for the effluent discharge has been prescribed for the unit of Insilco and instead Insilco''s unit is required to maintain SAR limit which is being complied with along with all other conditions of water consent issued by UPPCB.

We had also shared the steps taken to improve Insilco''s infrastructure.

* The Company had received a letter dated 12^th January 2018 from UPPCB intimating various observations of joint inspection team which had inspected Insilco''s factory at Gajraula on 23^rd May 2017 pursuant to the order of Hon''ble NGT dated 8^th May 2017.

The observations were as follows:

1. The Unit required to recalculate the dosing of magnesium sulphate to meet the SAR standard.

2. In a time bound manner the unit shall discontinue the present chemical addition (10 Tons of MgSO4) and further dilution of ground water (1800 to 2000 KLD) to meet the prescribed SAR value (26). Instead unit may switch over to complete ZLD (Zero Liquid Discharge technology) system to save ground water and wastage of chemicals for neutralization. Presence of Fluoride (5 to 6 mg/1) also indicates that rather than dilution, ZLD may be the only option for achieving and continuity of the unit.

3. Presence of inorganic pollutants in the storm water indicates poor operation and maintenance of the plant and suspected partial diversion of effluent or negligent handling of sludge by the unit, which may require further investigation.

4. The Unit shall operate STPs continuously.

5. Closure of the unit may be considered, if the unit failed to provide the time bound action plan for achieving ZLD.

Insilco had replied to the said letter on 19^th January 2018. Point wise summary of the reply is as follows:

1&2. Insilco has appointed ‘Indian Institute of Technology, Roorkee'' (IIT-R) to carry on R & D activity for “investigation of a few alternative remedies to mitigate the high sulphate / high Total Dissolved Solid (TDS) in wastewater of our plant and suggestion for economical viable solution with its capex cost and operating cost. These observations will be addressed after the receipt of final report of IIT-R.

Insilco''s letter also explained to UPPCB that SAR was imposed specifically on the unit of Insilco pursuant to the order of Hon''ble Supreme Court, with which Insilco has been complying along with other applicable pollution norms and consents.

3. Insilco had mentioned that it has also been getting the samples at Effluent Treatment Plant (ETP) outlet (from V-notch) tested by a third party on a regular basis and the value of fluoride remains in the range of 1 to 1.5 mg/l. The IIT-R had also taken the sample for their testing and their interim report concludes Fluoride values as 1.6 mg/l in final discharge. Insilco had requested UPPCB, that, if required, they could collect the sample again which could be sent to testing to any independent agency or IIT-R.

4. Insilco had said that for the best interest of the Company and environment, it will operate its STPs.

5. Insilco had stated that it had appointed IIT-R to carry on R & D activity for “investigation of a few alternative remedies to mitigate the high sulphate / high Total Dissolved Solid (TDS) in wastewater of our plant and suggestion for economical viable solution with its capex cost and operating cost. After reports on the same by IIT-R, options of ZLD could be explored.

Insilco had further explained to UPPCB that on Insilco''s industry ZLD could not be achieved and the reasons of the same given were as follows:

* Central Pollution Control Board''s (CPCB''s) in one of its guidelines has instructed all pollution control boards and other departments that the ZLD requirement is possible only for the few specified industries and Insilco is not falling into those specified industries. Insilco in its letter also said that CPCB has also concluded that for other highly water consuming/polluting industry, ZLD is not techno economically viable and CPCB has only suggested water conservation and minimization procedure.

* Insilco Limited is not in the list of 17 categories of highly / seriously polluting industries identified by CPCB

* Detailed judgement of Hon''ble NGT dated 13^th July 2017 in the matter of M. C. Mehta vs. Union of India (Original Application no. 200/2014), of which Insilco Limited is one of the respondent, has inter-alia, categorically instructed pollution authorities that ZLD would not be applied to the industrial units straight away and it shall be on a case to case basis particularly with reference to the load of effluent being discharged, quality of effluents, etc. This should have reference to the financial viability as well.

Insilco had also said that it had received an NOC from Central Ground Water Authority (CGWA) for Ground Water Abstraction.

Insilco had also shared the steps taken to improve Insilco''s infrastructure.

Further, requirement to achieve ZLD is a highly energy intensive process and by adopting ZLD the carbon Foot print will be increased which is against our National Climate Change Policy.

The Company has received electronic approval in response to its application for renewal of air and water consent. Physical approval of air and water consent along with detailed conditions to operate is yet to be received.

The Board believes that the Company has a strong case in its favour as the Company continues to comply with all the current pollutions norms applicable to it as per consent letter. However, it may be possible that the pollution authorities may come up with fresh requirement(s) for compliance in the conditions of consent letter, which will then have to be examined and considered.

16. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Board of Directors of the Company has laid down a policy on prevention of sexual harassment at the workplace. A Complaint Committee has also been formed by the Board of Directors to look into the complaints received, if any. During the year, the Company did not receive any complaint under the said policy. The said policy is available on the website of the Company at the following link: http://www.insilcoindia.com/policies.htm .

17. CORPORATE SOCIAL RESPONSIBILITY (CSR) OF THE COMPANY

Pursuant to the provisions of Section 135 of the Companies Act, 2013, CSR policy does not apply to your Company. Accordingly, your Company has not formed CSR Committee.

18. STATEMENT ON ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has laid down the manner and criteria of evaluation of the Board of its own, Committees and Individual Directors in which annual evaluation of the Board, Committees of the Board and Individual Directors would be evaluated. The said criteria are aligned with the SEBI circular dated 5^th January 2017 on ‘Guidance Note on Board Evaluation''. The evaluation includes various criteria including performance, knowledge, roles and responsibilities etc.

The Board of Directors has evaluated its Committees, Individual Directors (i.e. Executive and Non-executive Director) and the Board itself. After evaluation, the Board found their performances upto the mark and satisfactory. The Nomination and Remuneration Committee has also evaluated the individual performance of each Director and found it satisfactory.

19. WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(10) of the Companies Act, 2013 and Clause 22 of the Listing Regulations, the Company has established a “Whistle Blower Policy” for employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The said mechanism is available to all the employees of the Company and operating effectively. During the year, the Company has not received any complaint through such mechanism. A copy of the said policy is available on the website of the Company at the following path: http://www.insilcoindia.com/policies.htm.

20. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, your Company has not changed the nature of its business.

21. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Sad demise of Mr. Harishkumar Kanaiyalal Davey

With huge regret, the Shareholders are hereby informed of the sad demise of Mr. Davey on 10^th July 2017. Mr. Davey joined the Board on 4^th August 2016. In his short tenure, Mr. Davey made a significant contribution to the sound management of the business of the Company. The unexpected passing away of Mr. Davey will be an irreparable loss to the Company and all the directors and the employees of the Company convey deep sympathy, sorrow and condolences to his family.

We bid farewell to our esteemed Director with deep mourning and gratitude.

Change in Directors and KMP

To strengthen the Board, the Board had appointed Mr. Sanjeev Taneja as an Additional Director (Non-Executive NonIndependent Director) of the Company with effect from 1^st February 2018. Mr. Sanjeev Taneja will hold office as an Additional Director up to the date of 30^th AGM. In the said AGM, the Shareholders of the Company will consider the appointment of Mr. Sanjeev Taneja as a Director of the company liable to retire by rotation.

Mr. Sanjeev Taneja has approximately 30 years of rich and versatile experience, which includes extensive experience in the specialty chemicals sector. Mr. Taneja started his career in 1987 as Production & Technical Manager for Degussa A.G., Germany (part of the Evonik Group). Thereafter, he has served various key positions in Evonik. W.e.f. 1^st January 2018, Mr. Taneja has been assigned with the responsibility as President of India Region & Managing Director of Evonik India Private Limited. Before his current responsibilities in India, he was working as Vice President South Asia Resource Efficiency Segment in Evonik Industries.

Extensive qualifications of Mr. Taneja include (i) MBA from University of South Alabama, USA, (ii) Chemical Process Engineering Degree from University of Applied Sciences, Germany, and (iii) INSEAD advanced management program.

Term of Independent Directors

The date of commencement of first term of five consecutive years of the below Independent directors are given below along with date of approval by Shareholders:

S. No.	Name of Independent Directors	Date of starting first term	Date of approval in AGM
1	Mr. Dara Phirozeshaw Mehta	1st April 2014	14th August 2014
2	Ms. Sonia Prashar	4th August 2016	26th September 2016

Mr. Dara Phirozeshaw Mehta was appointed as an Independent Director in the 26^th Annual General Meeting held in the year 2014 to hold office for a period of 5 consecutive years effective from 1^st April 2014 i.e. until 31^st March 2019. In terms of Section 149 of the Companies Act, 2013 (‘Act''), an Independent Director is eligible for re-appointment on passing of a Special Resolution. Mr. Dara Phirozeshaw Mehta, being eligible and offering himself for re-appointment, is proposed to be appointed as an Independent Director for a 2^nd term of 5 years with effect from 1^st April 2019.

In the opinion of the Board, Mr. Dara Phirozeshaw Mehta fulfils the conditions specified in the Act and rules made thereunder for his re-appointment as an Independent Director of the Company and is independent of the management. As per the performance evaluation conducted during his 1^st term by the Board (excluding Mr. Dara Phirozeshaw Mehta), his performance was satisfactory as an Independent Director of the Company. The Board and its allied Committees have benefitted from his relevant specialization and expertise. Details on his attendance of various Board and Committee Meetings held during the last financial year are included in the Corporate Governance Report of the Annual Report.

The Board of Directors of your Company recommends the Resolution in relation to the appointment of Mr. Dara Phirozeshaw Mehta as an Independent Director, for the approval by the shareholders of the Company as a Special Resolution.

Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Christian Schlossnikl shall retire by rotation at the ensuing AGM of the Company and being eligible offers himself for re-appointment. The Board recommends his re-appointment to the members of the Company in the ensuing AGM.

Statement on declaration given by Independent Directors

The members are informed that Independent Directors have given a declaration that they meet the criteria of independence as provided in sub-section 6 of the Section 149 of the Companies Act, 2013.

The Board of the Company also confirms that the Independent Directors fulfill the criteria of being Independent Director as specified under the provisions of the Companies Act, 2013.

Familiarization program for Independent Directors

The Company follows an induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarize themselves with the Company, its operations, business philosophy and model, roles, rights, responsibilities of Independent Directors in the Company and Policies/Rules and Regulations of the Company.

Thereafter, the Company continues with periodic familiarization process of Independent Directors to keep them upto date with the developments in the Company. The details of such familiarization programme is also displayed on the website of the Company at the following link: http://www.insilcoindia.com/notes.html.

22. DISCLOSURES RELATED TO REMUNERATION OF DIRECTORS AND KMPs

a. Corporate Governance - Disclosures as per provisions of Schedule V, Part II, Section II (B)(iv)(IV)

Mr. Brijesh Arora was appointed as Managing Director w.e.f. 4^th August 2016 and disclosure in this regard pursuant to above provisions are given in the Corporate Governance Report attached to this report at Clause no. 3.2(D)(a).

b. Ratio of Remuneration of each Director to median remuneration of employees

Ratio of remuneration of Mr. Brijesh Arora to median remuneration of employees during the Financial Year 2017-18 was 15.61 : 1.

c. Percentage increase in remuneration of each Director and KMP

The annual increment of remuneration of employees is done every year w.e.f. 1^st April. The annual increment w.e.f. 1^st April 2017 of Director and KMPs are given below in % alongwith current designations i.e. designation as on the date of approval of this report.

Name	Director/KMP	% increase (w.e.f. 1st April 2017)
Mr. Brijesh Arora	Managing Director	16.0%
Ms. Shivangi Negi	KMP (Chief Financial Officer)	12.3%
Mr. Sarvesh Kumar Upadhyay	KMP (Company Secretary)	14.6%

d. Percentage increase in the median remuneration of employees

The percentage increase in the median remuneration of employees in the Financial Year 2017-18 was 8.2%.

e. No. of permanent employees on the rolls of the Company

As on 31^st March 2018, your Company had 109 permanent employees on the rolls of the Company. The same does not include trainees.

f. Average percentage increase already made in the salaries of employee other than the managerial personnel in the Financial Year and its comparison with the percentage increase in the managerial remuneration and justification thereof and exceptional circumstances for increase in the managerial remuneration, if any

Particulars	Financial Year 2017-18
Average percentage increase in the salaries of employee other than Managerial Personnel	10.2%
Average percentage increase in salary of Managerial Personnel (Mr. Brijesh Arora - Managing Director)	16.0%

g. Policy compliance affirmation

The remuneration of the Directors and KMP is as per the nomination and remuneration policy of the Company.

23. STATEMENT PURSUANT TO CLAUSE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

During the year, there was no employee of the Company:

- who was employed throughout the Financial Year 2017-18 and was in receipt of remuneration for that financial year of not less than Rs. 10,200,000/-; or

- who was employed for a part of the Financial Year 2017-18 and was in receipt of remuneration at a rate which was not less than Rs. 850,000/- per month; or

- who was employed throughout or part of the Financial Year 2017-18 and was in receipt of remuneration in that Financial Year, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director and holds by himself or along with its spouse and dependent children, not less than two percent of the equity shares of the Company.

Top ten employees in terms of remuneration drawn during the Financial Year 2017-18

S. No.	Name (In Alphabetical Order)	Designation (as on 31st March 2018)
1	Mr. Anurag Srivastava	Senior Manager - Human Resource & Administration
2	Mr. Ashok Kumar Pandey	Vice President - Procurement & Supply Chain
3	Mr. Brijesh Arora	Managing Director
4	Dr. Madan Gopal Sinha	General Manager - Works & Plant Head
5	Mr. Manoj Kumar	Dy. General Manager - Information Technology
6	Mr. Pradeep Kumar	Senior Manager - Environment, Safety, Health and Quality (ESHQ)
7	Mr. Rajeev Agarwal	Senior Manager - Controlling
8	Mr. Sandeep Kumar Gupta	Senior Manager - Engineering
9	Mr. Sarvesh Kumar Upadhyay	Company Secretary
10	Ms. Shivangi Negi	Chief Financial Officer

24. AUDITORS

The members are hereby informed that Price Waterhouse & Co Chartered Accountants LLP, (Firm Registration No. with ICAI - 304026E/E300009) was appointed as Statutory Auditor for the first term of 5 years in the 29^th AGM to hold the office from the conclusion of the 29^th AGM until the conclusion of the 34^th AGM of the Company. Pursuant to the provisions of Section 139 of the Companies Act, 2013, the said appointment was subject to ratification by members at every AGM.

The members are also hereby informed about an appeal of PW India firms (including Price Waterhouse & Co Chartered Accountants LLP), before the Securities Appellate Tribunal (SAT). The members are hereby informed that the Securities and Exchange Board of India (SEBI) had announced the outcome (Order) of its enquiry into audit of Satyam Computer Services Limited (Satyam) carried out by one of the Price Waterhouse (PW) India firms (which was undertaken following disclosure in 2009 of a management led fraud) on the 10th of January 2018. The audit of Satyam itself was not carried by Price Waterhouse & Co Chartered Accountants LLP, the auditors of Insilco Limited. SEBI in its Order imposed a restriction on PW Audit firms [including Price Waterhouse & Co Chartered Accountants LLP] from undertaking statutory audit and other certification work for listed companies and intermediaries registered with SEBI for a period of 2 years against which the PW India firms have filed an appeal before the SAT. The SAT, recognizing the legal principle involved vide its Order dated 15^th February 2018 has allowed PW India firms to continue statutory audits and other related certification work for its existing clients until March 2019, or until final disposal of the matter by SAT, whichever is earlier.

In view of the above order, our Statutory Auditor is eligible to conduct audit for the financial year 2018-19. However, SAT may pass orders against PW firms before 31^st March 2019. Based on legal opinion received by the statutory auditor, the Board of Insilco are of the view that Price Waterhouse & Co Chartered Accountants LLP will be able to serve as statutory auditor of Insilco Limited for the year ending 31^st March 2019 as SAT will be under obligation to protect interest of the companies for whom PW firms are already acting as statutory auditor as per the well-established principles of law.

25. COST AUDITOR/MAINTENANCE OF COST RECORDS

Maintenance of Cost Records for the Financial Year 2017-18

Pursuant to the provisions of the Companies (Cost Records and Audit) Rules, 2014 dated 30^th June 2014 as amended vide notification dated 31^st December 2014, in the Financial Year 2017-18, the Company is required to maintain cost records. The Board has appointed JSN & Co., Cost Accountant (Registration No. 000455) for maintenance of Cost Records of the products of the Company for the Financial Year ended 31^st March 2018. The certificate of Cost records, if any, of the Company will be presented before the Audit Committee/Board in due course of time.

The contact details of JSN & Co., Cost Accountant (Registration No. 000455) are given below:

- Address : M-11, Shastri Nagar, Near Inderlok Metro Station, Delhi - 110052

- E-mail : [e-mail]

- Mobile : [phone]

Maintenance of Cost Records for the Financial Year 2016-17

The Company was required to maintain cost records for the Financial Year 2016-17. The Board had appointed Ajay Ahuja & Associates (Registration No. 101142) for maintenance of Cost Records of the products of the Company for the Financial Year ended 31^st March 2017. The report/certificate of Mr. Ajay Ahuja was placed before the Board in its meeting dated 5^th September 2017.

26. PRACTISING COMPANY SECRETARY

Nityanand Singh & Co., Practicing Company Secretary having its office at 14, 2^nd Floor, Arjun Nagar, Safdarjung Enclave, New Delhi-110029 are the present practising Company Secretary of the Company.

27. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the Listing Regulations, the Board has constituted an Audit Committee. The composition of the Audit Committee was as follows:

As on 31st March 2018
S. No.	Name of the Director	Designation in Audit Committee
1	Mr. Dara Phirozeshaw Mehta	Chairman
2	Ms. Sonia Prashar	Member
3	Mr. Sanjeev Taneja	Member

The Board of Directors of the Company has accepted all the recommendations made by the Audit Committee.

28. DISCLOSURE REGARDING SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate company. During the year also there were no companies, which have become or ceased to be your Company''s subsidiary, joint venture or associate company.

29. DEPOSITS

The Company has not accepted any deposits during the year pursuant to the provisions of Chapter V of the Companies Act, 2013.

30. MATERIAL ORDERS BY GOVERNING AUTHORITIES

There were no significant or material orders passed by any governing authority of the Company including regulators, courts or tribunals, which could affect the going concern status and the Company''s operations in future.

31. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RESPECT TO THE FINANCIAL STATEMENT

The Company has laid down proper and adequate internal financial control with respect to internal financial statement. The same is explained in management and discussions and analysis report under the heading “Internal Control System and their adequacy”.

32. OPERATIONS AT PLANT

The Plant operations had to be shut down a few times during the year due to high inventory and low sales volume.

33. GUIDING PRINCIPLES OF COLLABORATION : RESOURCE EFFICIENCY BUSINESS UNIT OF EVONIK

Insilco Limited is a part of the Resource efficiency business unit of Evonik. All operations of Insilco Limited are carried out in accordance with the guiding principles of collaboration of Resource Efficiency, which are as follows:

- We pursue excellence by continuous development of people, organization and processes.

- We foster a culture of open, frank and constructive communication.

- We put the customer at the heart of our activities.

- We base our interactions on mutual trust, respect and acceptance.

- We foster creativity and focus on innovation as the basis for our success.

- We utilize all means of diversity for more thoughtful and complete elaboration of solutions.

- We value initiative and acknowledge and learn from failure.

- We act as exemplary role model and drive our activities through ethical and sustainable decisions.

- We work safely to protect ourselves, our colleagues and the environment.

34. VALUE CREATION FOR CUSTOMERS

In our diverse and globalized world, it is becoming more and more important to gain a better understanding of the requirements of our customers and end-customers. Changing our perspective to view the world through the eyes of our customers allows us to see things differently and thus develop exceptional solutions. Our willingness to remain open to new things and to think in a flexible manner is the key to our culture of learning and innovation. As a Company, we are committed to provide our internal and external customers products and services that always unequivocally meet the agreed quality standards.

We offer a complete package solution of product plus service. This is one of the reasons that many of our customers prefer to buy from us.

35. SOCIAL RESPONSIBILITY

Good governance demands adherence to social responsibility coupled with creation of value in the larger interest of the general public. We are committed to continuously improving our performance in the areas of environmental protection, health and safety as well as to the principles of sustainable development and responsible care. We continue to contribute to society by appropriate means. We aim to enhance the quality of life of the community in general and have a strong sense of social responsibility.

36. WE BELIEVE IN QUALITY AS A SUCCESS FACTOR

Within the scope of Total Quality Management (TQM), we are continuously striving to improve the quality of our products, services and processes.

Learning from the global best practices of our parent Evonik Industries, we offer the same to our customers. This is the most important factor that our customers value and continue to support us.

37. PROCUREMENT EFFICIENCY AND SUPPLY CHAIN

Procurement is an essential element in the value-chain. We regard intensive cross-functional collaboration within the Company as indispensable. We have integrated procurement with the overall supply-chain function at the plant to make it more efficient and part of a cross-functional team at the plant.

During the financial year 2016-17, the availability of raw materials, water and power supply remained normal.

38. CUSTOMER ORIENTATION STARTS WITH TALENT DEVELOPMENT AND FAIRNESS

The key to any success is a motivated and committed workforce. With support from Evonik and Management of Insilco, we have been conducting in-house skill development and training programmes. We also encourage our workforce to build a more customer-oriented approach.

39. CERTIFICATIONS AND RECOGNITIONS

Our plant at Gajraula is certified under the Environment Management Standard ISO 14001-2004 and Quality Management Standard ISO 9001-2008. We have also obtained HALAL & KOSHER certificates during the year for Food Safety Management System. Apart from these, we are also HACCP and FSSAI certified Company for the Food Safety Management System.

40. REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of the Listing Regulations, the following are furnished forming part of this Directors'' Report:

i. Report on Corporate Governance together with a Certificate from Practising Company Secretary on compliance with the conditions of Corporate Governance as per provisions of Listing Regulations are attached as Annexure- 5 and 5.3 respectively.

ii. Certificate by Managing Director regarding compliance of Code of Conduct by the members of Board and Senior Management as per provisions of Listing Regulations is attached as Annexure - 5.1.

iii. Certificate from Managing Director and Chief Financial Officer regarding correctness of the financial statements presented to the Board is attached as Annexure - 5.2.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of the Listing Regulations, a Management Discussions and Analysis Report is enclosed as Annexure - 6 forming part of Annual Report.

42. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has followed all the applicable compliances of the applicable Secretarial Standards.

43. MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE YEAR AND THE DATE OF THIS REPORT: None

44. DISCLOSURE BY SENIOR MANAGEMENT OF CONFLICT OF INTEREST, IF ANY

Pursuant to the provisions of regulation 26(5) of the Listing Regulations, the Senior Management of the Company have made a disclosure to the Board of Director that they have no personal interest in relation to all material, financial and commercial transactions that may have a potential conflict with the interest of the Company at large.

45. REPORTING OF FRAUD BY AUDITORS PURSUANT TO SECTION 143(12) OF THE COMPANIES ACT, 2013

There was no fraud reported by the Auditor to the Audit Committee or to the Board.

46. INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial relations with all its employees. No man day was lost due to any Industrial Dispute.

47. FORWARD-LOOKING STATEMENT

This Report including its annexures contains forward-looking statements that involve risks and uncertainties. The actual results, performance or achievements could differ materially from those expressed or implied in such forward-looking statements. Significant factors that could make a difference to the Company''s operations include domestic and international economic conditions affecting demand-supply and price conditions, changes in government regulations, environmental regulations, tax regimes and other statutes.

48. ACKNOWLEDGEMENT

Your Board of Directors wish to thank and place on record their appreciation for the co-operation and support extended to the Company by the Government of India, State Government of Uttar Pradesh, other local authorities, Bankers, Suppliers, Customers, Distributors, Employees and other Stakeholders which have been a constant source of strength to the Company. The Board of Directors also expresses its sincere gratitude to all the shareholders for their continuous support and trust they have shown in the management. The dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

Your Company is thankful to the parent Company Evonik Degussa GmbH, Germany for continuously providing excellent management, technical and marketing support.

For & on behalf of the Board of Insilco Limited

Sd/- Sd/-

Dara Phirozeshaw Mehta Brijesh Arora

Chairman of the Board Managing Director

DIN : 00041164 DIN : 00952523

Place : Noida

Date : 28^th May 2018

---

Mar 31, 2016

Dear Members,

The Directors are pleased to present the 28^th Annual Report together with the Audited Accounts for the Financial Year ended March 31, 2016.

1. EXTRACTS OF THE ANNUAL RETURN

I. Registration and Other Details

Corporate Identity Number (CIN)	L34102UP1988PLC010141
Name of the Company	Insilco Limited
Registration Date	19th October 1988
Category/Sub category of the Company	Limited by Shares and having share capital
Address of the Registered Office and Contact Details	A-5, UPSIDC Industrial Area, P.O. Bhartiagram, Gajraula, Uttar Pradesh-244 223, India Contact Details: Contact No. : 09837923893, 09837823893, Fax No. : [phone] Email : [e-mail] Website : www.insilcoindia.com
Whether Listed Company, if yes, name of the Stock Exchange where listed	Yes, at Bombay Stock Exchange Limited (BSE)
Scrip ID at BSE	500211
Name, Address and Contact details of Registrar and Transfer Agent	M/s. MCS Share Transfer Agent Limited F-65, 1st Floor, Okhla Industrial Area, Phase - I, New Delhi -110020 Contact Details: Contact No. : [phone]-52 Fax No. : [phone] E-mail : [e-mail]

II. Principal Business Activity of the Company

Business activity contributing 10% or more of the total turnover of the Company.

Name and Description of main products/services	NIC Code of the Product/ Service	% to total turnover of the Company
Precipitated Silica	20116	100%

III. Particulars of Holding, Subsidiary and Associate Companies

Name of the Company	CIN/GLN	Holding/ Subsidiary/ Associate	% of Shares held	Applicable Section
Evonik Degussa GmbH	Not Applicable	Holding	73.11	2(46)

Your Company does not have any Subsidiary or Associate Company.

IV. Share Holding Pattern (Equity Share Capital Breakup as Percentage of Total Equity)

i) Category-wise Share Holding

S. No.	Category of Shareholder	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change during the year
		Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
(A)	Promoters
(1)	Foreign
(a)	Bodies Corporate	0	45,853,315	45,853,315	73.11	0	45,853,315	45,853,315	73.11	0.00
	Total Share holding of Promoter (A)	0	45,853,315	45,853,315	73.11	0	45,853,315	45,853,315	73.11	0.00
(B)	Public shareholding
(1)	Institutions
(a)	Mutual Funds/ UTI	0	14,060	14,060	0.02	0	14,060	14,060	0.02	0.00
(b)	Financial Institutions/ Banks	330	23,350	23,680	0.04	330	23,350	23,680	0.04	0.00
(c)	Foreign Institutional Investors	0	0	0	0.00	0	0	0	0.00	0.00
Sub-Total (B)(1)		330	37,410	37,740	0.06	330	37,410	37,740	0.06	0.00
(2)	Non institutions
(a)	Bodies Corporate
(i)	Indian	2,548,628	82,880	2,631,508	4.20	2,542,830	82,880	2,625,710	4.19	0.01
(ii)	Overseas	165,080	0	165,080	0.26	165,080	0	165,080	0.26	0.00
(b)	Individuals
	(i)Individual shareholders holding nominal share capital up to Rs 1 lakh	7,768,846	2,727,622	10,496,468	16.74	8,608,906	2,673,157	11,282,063	17.99	1.25
	(ii)Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	3,428,212	0	3,428,212	5.47	2,697,183	0	2,697,183	4.30	1.17
(c)	Any Other
	(i) NRIs	101,407	1,270	102,677	0.16	52,639	1,270	53,909	0.09	0.07
Sub-Total (B)(2)		1,4012,173	2,811,772	16,823,945	26.83	14,066,638	2,757,307	16,823,945	26.83	0.00
Total Public Shareholding (B)= (B)(1) (B)(2)		14,012,503	2,849,182	16,861,685	26.89	14,066,968	2,794,717	16,861,685	26.89	0.00
GRAND TOTAL (A) (B)		14,012,503	48,702,497	62,715,000	100	14,066,968	48,648,032	62,715,000	100	0.00

ii) Shareholding of promoters

Share holders Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% change in share holding during the year
	No. of Shares	% of total shares of the Company	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total shares of the Company	% of Shares Pledged / encumbered to total shares
Evonik Degussa GmbH	45,853,315	73.11	0.00	45,853,315	73.11	0.00	0.00

iii) Change in Promoters’ Shareholding : There was no change in the promoters'' Shareholding during the Financial Year 2015-16.

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs andADRs): The shareholding pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) are attached as Annexure 1.

v) Shareholding of Directors and Key Managerial Personnel: Directors or Key Managerial Personnel did not have any shareholding in the Company during the Financial Year 2015-16.

V. Indebtedness

Your Company did not have any secured loans, unsecured loans or deposits at the beginning of the year and at the end of the year.

VI. Remuneration of Directors and Key Managerial Personnel:

A. Remuneration to Managing Director and Whole-time Director

(Amount in Rs.)

S. No.	Particulars of Remuneration	Name of Managing Director (MD)/ Whole-time Director (WTD)		Total
		Mr. Frank Heinz Lelek (MD)1	Mr. Brijesh Arora (WTD)
1	Gross salary
	(a) Salary as per provisions contained	-	3,676,800	3,676,800
	in Section 17(1) of the Income-tax
	Act, 1961
	(b) Value of perquisites u/s 17(2) of	-	103,841	103,841
	Income-tax Act, 1961
	(c) Profits in lieu of salary under section	-	-	-
	17(3) of Income-tax Act, 1961
2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
	Commission
4	a. As % of profit	-	-	-
	b. Other, specify	-	-	-
5	Other, please specify	-	-	-
	Total(A)	-	3,780,641	3,780,641
	Ceiling as per the Act2	8,400,000	8,400,000	16,800,000

B. Remuneration to Other Directors

(Amount in Rs.)

		Name of Directors
	Independent Directors				Non-executive Directors
Particulars of Remuneration	Mr. Dara Phirozeshaw Mehta	Mr. Guido Johannes Christ		Total Remun eration	Dr. Mustafa Siray	Ms. Meng Tang	Total Remun eration	Total
1. Independent Directors a. Fee for	410,000	300,000		710,000	-	-	-	710,000
attending Board & Committee Meetings b. Commission	-	-		-	-	-	-	-

1. Mr. Frank Heinz Lelek was appointed as MD w.e.f. 1st March 2015 and he opted not to receive any remuneration.

2. Ceiling has been calculated per annum pursuant to the provisions of Section II, Part II of Schedule V, which does not include contribution to PF, superannuation fund or annuity fund to the extent either singly or put together are not taxable under the Income-tax Act, 1961, Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service and encashment of leave at the end of the tenure.

C. Overall managerial remuneration and ceiling¹

(Amount in Rs.)

Total Managerial Remuneration	3,780,641
Overall Ceiling as per the Act	16,800,000

D. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(Amount in Rs.)

S. No.		Key Managerial Personnel		Total
	Particulars of Remuneration	Ms. Shivangi Negi (CFO)	Mr. Sarvesh Kr. Upadhyay2 (Company Secretary)
1	Gross salary (a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961	971,760	867,113	1,838,873
	(b) Value of perquisites u/s 17(2) of Income-tax Act, 1961	52,500	-	52,500
	(c) Profits in lieu of salary under section 17(3) of Income-tax Act,	-	-	-
	1961
2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
4	Commission
	a. As % of profit b. Other, specify	-	-	-
5	Other, specify	-	-	-
	Total(A)	1,024,260	867,113	1,891,373

VII. Penalties / Punishment / Compounding of Offences: There was no penalty / punishment / compounding fee imposed on the Company / Directors / any other officer of the Company.

2. NUMBER OF MEETINGS OF THE BOARD

The Board duly met 4 times in Financial Year 2015-16 on 21^st May 2015, 12^th August 2015, 4^th November 2015 and 4^th February 2016.

3. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors'' state that;

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company at the end of the Financial Year and of the profit and loss of the Company for that period;

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

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

3. This does not include sitting fee as prescribed under the Companies Act, 2013.

4. Mr.Sarvesh Kr. Upadhyay was appointed as Company Secretary w.e.f.21^st May 2015.

4. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF DIRECTORS ETC.

Pursuant to Section 178(1) of the Companies Act, 2013 and Clause 19 of Securities and Exchange Board of India (Listing Regulations and Disclosure Requirements) Regulations, 2015 (hereinafter in this report referred as “Listing Regulations”) applicable w.e.f. 1^st December 2015 (Clause 49 as per previous Listing Agreement with the Stock Exchange), the Board of Directors has constituted a Nomination and Remuneration Committee. A Nomination and Remuneration Policy of the Company has also been laid down and approved by the Nomination and Remuneration Committee and the Board. The said policy lays down the criteria for the appointment of Directors, Key Managerial Personnel and Senior Management Personnel. The said policy also specifies the appointment and remuneration including criteria for determining qualification, term/tenure, positive attributes, independence of Directors, criteria for performance evaluation of Executive and Non-executive Directors (including Independent Directors), removal, policy on Board diversity, Directors and Officers’ Insurance and other matters as prescribed under the provisions of the Companies Act, 2013 and Listing Regulations. The said policy of the Company is attached as Annexure-2 to this report.

5. SECRETARIAL AUDIT

M/s. Nityanand Singh & Co. a firm of Company Secretaries having their address at 14, 2^nd Floor, Arjun Nagar, Safdarjung Enclave, New Delhi - 110029 has conducted the Secretarial Audit of the Company for the Financial Year 2015-16. The Secretarial Audit Report issued by the said firm is attached to this report as Annexure-3.

6. EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE

(i) BY STATUTORY AUDITOR

The members are informed that there was no qualification, reservation, adverse remark or disclaimer made by Statutory Auditor in the Audit Report. Hence no explanations / comments are required to be given by the Board.

(ii) BY THE COMPANY SECRETARY IN PRACTICE IN HIS SECRETARIAL AUDIT REPORT

The members are hereby informed that Secretarial Audit Report was a qualified report. The qualification and comments of the Board on the same are as follows:

Qualification

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, Listing Agreements etc. mentioned above except as following:

Regulation 31(2) of the SEBI (Listing Regulations And Disclosure Requirements) Regulations, 2015, implemented with effect from December 1, 2015, mandates that listed entities should ensure that 100% of shareholding of promoter(s) and promoter group is in dematerialized form and the same is maintained on a continuous basis in the manner specified by SEBI.

Comments by the Board

The promoter of the Company i.e. Evonik Degussa GmbH had applied for change of its name in PAN from Degussa AG to Evonik Degussa GmbH so that Demat account can be opened in the present name. As informed to the Company, the PAN with present name was issued by the Income Tax Department, however, it did not reach to the promoter. This led to delay in opening the Demat account as the original PAN with the present name is one of the mandatory documents for opening a Demat account.

The Board of your Company is taking this very seriously and the promoter is being followed up regularly so that Regulation 31(2) of the SEBI (Listing Regulations And Disclosure Requirements) Regulations, 2015 can be complied with. It will be complied with as soon as the promoter is able to open the Demat account.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company had not entered into any transaction of loan, guarantee or investment under Section 186 of the Companies Act, 2013.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of Contracts or arrangements with related parties are given in form AOC 2 which is attached as Annexure-4 to this report.

Pursuant to the provisions of the Companies Act, 2013 and Clause 23 of the Listing Regulations, the Board has laid down a policy on dealing with related party transactions and the same is available on the website of the Company at the following link: www.insilcoindia.com - Investors - Policies.

9. THE STATE OF THE COMPANY’S AFFAIRS

A. Financial Highlights

The summarized results for the year, rounded off to Rupees in millions, are given below:

Particulars	Year Ended 31.03.2016	Year Ended 31.03.2015
Gross Turnovers	803	632
Other Income	28	46
Total Expenditure (including excise duty)	(799)	(652)
Profit before Depreciation & Exceptional Items	32	26
Depreciation	(13)	(12)
Profit/ (Loss) for the year before exceptional items	19	14
Exceptional items	-	-
Profit/(Loss) before tax	19	14
(Provision for)/Release of Taxation	(4)	-
Profit/doss'') after tax	15	14

B. Results of Operations

Sales of Precipitated Silica during the year were 12,304 MT as against 9,527 MT in the previous year. The Production during the year was 12,028 MT (previous year 10,062 MT).

Your Company achieved a sales turnover of Rs. 803 Million during the year as compared to Rs. 632 Million in the previous year and recorded a profit before depreciation and exceptional items of Rs. 32 Million as against a profit of Rs. 26 Million in the previous Financial Year. The Company had reserves of Rs. 268 Million as on 1^st April 2015. During the year, in accordance with the requirements prescribed under Schedule II and other applicable provisions of the Companies Act, 2013, the Company has identified various components of all plant and machinery. Accordingly, the Company has transferred accumulated depreciation of Rs. 1.7 Million to reserves of the Company resulting in reduction in reserves. The profit for the Financial Year 2015-16 was Rs. 15 Million. Therefore the closing balance of the reserves and surplus as on 31^st March 2016 amounted to Rs. 281 Million.

Although the global economic situation deteriorated noticeably as the year progressed, all in all we were nevertheless able to defend and improve our market position. The Company is endeavored to increase its turnover and increase its profit. The Company is looking for optimum utilization of its assets and other resources so that journey of profitable growth is continued. With the support of Evonik, we continue to make efforts to optimize energy utilization, manufacture high quality products, improve plant safety, improve efficiency and higher capacity utilization. We are providing quality product, application and technical support and overall service to the Customers.

C. Future Outlook

The Indian economy is improving and showing potential for growth. The Company continues to enjoy a high standing with its customers because of its quality, value added services and strong technical support from parent Company. Besides, it is actively considering the installation of a “Coal Fired Hot Air Unit” at its plant to reduce the energy costs and pursuing all growth opportunities so as to improve the results. The quality conscious customers are showing faith in our quality products. However, the future growth of the Company will depend upon our ability to optimize our costs by making our products more competitive, increasing capacity utilization, efficiency improvement and the willingness of Customers to pay premium for our high quality products. There are inherent opportunities available for the Company in the target industries such as Tyres, Automotive Components, Mechanical Rubber Goods, Footwear, Agrochemicals and Food. The silica applications in all these industries are growing rapidly. The Company is continuously improving safety, plant condition, efficiency and yield. The Company is actively pushing growth opportunities to use the unutilized production capacity and improve product mix. The initiatives of Government such as Make in India are likely to support our Industry, however, it may take time to get visible.

10. TRANSFER TO RESERVES

The Company had reserves of Rs. 268 Million as on 1^st April 2015. During the year the Company has transferred accumulated depreciation of Rs. 1.7 Million to reserves of the Company as per requirement of Schedule II of the Companies Act, 2013 resulting in reduction in reserves. The profit for the Financial Year 2015-16 was Rs. 15 Million. Therefore the closing balance of reserves and surplus as on 31⁵¹ March 2015 amounted to Rs. 281 Million.

11. DIVIDEND

No dividend is recommended considering the operational performance of the Company.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT

There are 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. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earning and outgo during the year are as follows:

A. Conservation of Energy

Your Company always emphasizes on conservation of Energy and Natural Resources. The Company is giving priority to energy conservation measures including regular review of energy generation, consumption and effective control on utilization of energy.

We have reduced product change over time in production process and improved energy efficiency.

Due to plant upgradation system fuel efficiency has improved and overall energy consumption (Power & HSD) has reduced per ton of Silica.

B. Technology Absorption

1. The effort made towards technology absorption

The technology for manufacture of various grades of Precipitated Silica has been supplied by the parent Company, Evonik Degussa GmbH, Germany. We believe that it is important, that in future we can offer an even broader technology support/base to meet our customers’ growing long-term needs. The modification of process, equipment and products are carried out to meet changes in market requirements and to improve operational efficiency.

2. Benefits derived from the above efforts

Focus on value added products, technical support to customers, optimum utilization of resources for production and higher yield.

3. Technology imported during last three years

The Company has not imported any technology during last three years reckoned from the beginning of the Financial Year.

4. Expenditure on Research and Development

The Company has not incurred any expenditure on Research and Development.

C. Foreign Exchange earnings and outgo

The foreign exchange earning in terms of actual inflows during the year and the foreign Exchange outgo during the year in terms of actual outflows were as follows:

(Rs. in ‘000)

Total Foreign Exchange used and earned	Year ended 31st March 2016	Year ended 31st March 2015
a) Total Foreign Exchange earned	5,140	2,207
b) Total Foreign Exchange used	7,556	6,485

14. STATEMENT ON RISK MANAGEMENT POLICY

The Board of Directors has developed and implemented a Risk Management Policy for the Company. A Risk Management Committee was also formed for identification & assessment of risks and minimization of risks by adopting various measures. The Risk Management Committee was dissolved by the Board in their meeting held on 4^th February 2016 as the same was not mandatory after implementation of Listing Regulations w.e.f. 1^st December 2015. The terms of reference of the said Committee has been transferred to the Board.

The Company has taken proper initiatives to mitigate risks. In the opinion of the Board there are following risk which could threaten the existence of the Company. These risks were also disclosed in the last year''s Annual Report. The Board has taken certain steps to minimize the same and its current status are given below:

1. Risk of HSD (Diesel) prices going up substantially

Current Status of Action Taken :

The Board has approved to switch the source of energy from High Speed Diesel to Coal for drying activity by implementing the Coal Fired Hot Air Unit at Gajraula Plant of the Company. Basic engineering for the same is being done with the help of Evonik Industries AG.

2. Loss of Market Share if our product rates are significantly higher than competitors Current Status of Action Taken:

To minimize the aforesaid risk, the Company has initiated Basic Engineering for implementing the Coal Fired Hot Air Unit at Gajraula Plant of the Company.

The Company is also following a system of tracking of raw material cost to correlate the prices of Company''s purchases.

3. Environmental Risk if stringent norms introduced by government for chemical industry near the Ganga River

Current Status of Action Taken:

Central Pollution Control Board (CPCB) has identified 17 categories of Industries which have highly polluted the river Ganga Basin. We are not a highly polluted industry as per the notified list. The Company has also got the Annual water and air consent from Uttar Pradesh Pollution Control Board (UPPCB) for the Year 2016.

The Risk Management Policy of the Company is available on the website of the Company at the following path: www.insilcoindia.com ^ Investors ^ Policies

15. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Board of Directors of the Company has also laid down a policy on prevention of sexual harassment at workplace. A Complaint Committee has also been formed by the Directors to look into the complaints received, if any. During the year, the Company did not receive any complaint under the said policy. The said policy is available on the website of the Company at the following link: www.insilcoindia.com ^ Investors ^ Policies ''

16. CORPORATE SOCIAL RESPONSIBILITY (CSR) OF THE COMPANY

Pursuant to the provisions of Section 135 of the Companies Act, 2013, CSR policy does not apply to your Company. Accordingly, your Company has not formed CSR Committee.

17. STATEMENT ON ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has laid down the manner and criteria of evaluation of Board of its own, Committees and Individual Directors in which annual evaluation of the Board, Committees of the Board and Individual Directors would be evaluated. The evaluation includes various criteria including performance, targets, sincerity towards roles and responsibilities etc.

The Board of Directors has evaluated its Committees, Individual Directors (i.e. Executive and Non-executive Director) and the Board itself. After evaluation, the Board found their performance upto the mark and satisfactory. The Nomination and Remuneration Committee has also evaluated individual performance of each Director and found it satisfactory.

Evaluation criteria for the Individual Directors are also detailed in Annexure-2 attached to this report which is also available on the website of the Company.

18. WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(10) of the Companies Act, 2013 and Clause 22 of the Listing Regulations, the Company has established a “Whistle Blower Policy” for employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.

The said mechanism is available to all the employees of the Company and operating effectively. During the year the Company has not received any complaint through such mechanism. The copy of the said policy is available on the website of the Company at the following path:

www.insilcoindia.com ^ Investors ^ Policies

19. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year your Company has not changed the nature of its business.

20. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

Change in Directors and KMP

Consequent to the resignation of Ms. Sheetal Saluja as Company Secretary w.e.f. 19^th February 2015, Mr. Sarvesh Kumar Upadhyay was appointed as Company Secretary of the Company w.e.f. 21^st May 2015. Mr. Sarvesh Kumar Upadhyay is a Commerce Graduate from Delhi University and an associate member of the Institute of Company Secretaries of India. He has also done Bachelor of Law from CCS University, Meerut, Uttar Pradesh, India. He has an experience of more than 9 years in Company Secretarial and legal field.

In the 27^th Annual General Meeting held on 12^th August 2015, Ms. Meng Tang was appointed as a Director by the Shareholders of the Company as she was holding office as an Additional Director only upto the date of 27^th Annual General Meeting. Ms. Meng Tang has done Bachelor of Science in Chemical Engineering from Xi’an Jiaotong University, China and Master of Biochemical Engineering from East China University of Science and Technology, China. She has also done an International MBA - General Management from Rotterdam school of Management at Netherlands. She is having an experience of about 18 years in the field of Research, Development and Marketing. She is presently a Vice President, Head of Business Line Silica, Asia Pacific region at Evonik.

In the 27^th Annual General Meeting held on 12^th August 2015, Mr. Brijesh Arora was appointed as a Director by the Shareholders of the Company as he was holding office as an Additional Director only up to the date of 27^th Annual General Meeting. In the same Annual General Meeting, the Shareholders also approved his appointment as Whole-time Director (designated as Joint Managing Director) for a period of three years starting from 1^st March 2015 along with his remuneration. Mr. Brijesh Arora is an MBA and Alumnus of the Indian Institute of Management, Calcutta (IIMC)''s Senior Management Program (SMP). He has also done Chartered Accountancy Course from the Institute of Chartered Accountants of India (ICAI), Master of Financial Analysis (MFA) from Institute of Chartered Financial Analyst (ICFAI) and Company Secretary course from Institute of Company Secretaries of India (ICSI). He has successfully completed Executive Development Program-Advanced (EDP Advanced module) of Evonik. Mr. Brijesh Arora has approximately 24 years of rich experience in different fields of Business Management, Controlling, Finance, Accounts, Legal and Compliances. Mr. Brijesh Arora has been associated with your Company for more than 9 years at different senior positions.

In the 27^th Annual General Meeting held on 12^th August 2015, the Shareholders of the Company approved the appointment of Mr. Frank Heinz Lelek as Managing Director for a period of three years starting from 1^st March 2015. However due to some other assignment in Evonik Industries AG, he has resigned as Managing Director of the Company with effect from closing of working hours of 19^th June 2016 and consequently resigned as whole time key managerial personnel. Mr. Lelek continued as Director (non-executive) of the Company till closure of working hours of 4^th August 2016 and resigned from that date. The Board records its deep appreciation for the valuable services rendered to the Company by Mr. Lelek during his tenure as its Managing Director and Director respectively.

Dr. Mustafa Siray has resigned as Director of the Company with effect from closing of working hours of 30^th June 2016 due to his retirement from the Evonik Group. The Board places on record its deep appreciation for the valuable support and guidance provided by Dr. Siray during his tenure.

To strengthen the Board, the Board has appointed Mr. Christian Schlossnikl as an Additional Director (Non independent Non-Executive) of the Company with effect from 4^th August 2016. Mr. Christian Schlossnikl is Master of Business Administration (University of Krems), Postgraduate course of Business Administration and Law (Technical University of Vienna) and has done a course of Plastics Technology (Montanistic University of Leoben). He has approximately 29 years of rich and versatile experience and is currently designated as Senior Vice President Production and Engineering Silica at Evonik Resource Efficiency GmbH. Mr. Christian Schlossnikl is holding office as an Additional Director up to the date of this Annual General Meeting of the Company. It is proposed to appoint Mr. Christian Schlossnikl as a Director liable to retire by rotation in this Annual General Meeting.

To strengthen the Board, the Board has also appointed Ms. Sonia Prashar as an Additional Director (Independent Non-executive Director) of the Company with effect from 4^th August 2016. Ms. Sonia Prashar is a Graduate in Science and a Bachelor of Education from Delhi University. She is also a Graduate in the German Language from the Goethe Institute. Ms. Prashar has approximately 20 years of rich experience and has been working in the Indo-German Chamber of Commerce (IGCC) since 1996. She is currently designated as Deputy Director General of IGCC. Before this position, she has served IGCC as Director - Marketing & Trade Fairs. She plays a key role in promoting collaborations and constructive communication between Indian and German Companies to develop effective partnership with each other. Ms. Sonia Prashar is holding office as an Additional Director up to the date of this Annual General Meeting of the Company. It is proposed to appoint Ms. Sonia Prashar as a Director for a non-rotational term up to five consecutive years from the date of her appointment i.e. 4^th August 2016 in this Annual General Meeting.

To strengthen the Board, the Board has also appointed Mr. Harishkumar K. Davey as an Additional Director (Non Executive Non-Independent Director) of the Company with effect from 4^th August 2016. Mr. Harishkumar K. Davey has approx. 35 years of rich and versatile experience. He has worked as a country manager for Eastman Chemical Company. In 1996, he took on the positions of Managing Director for South Asia as well as Director of Corporate Development and worked in both India and the USA. He has held the position of president of Strategy & Business Development at Reliance Industries Limited since 2010, where he was responsible for evaluating global megatrends and their impact as growth drivers with the aim of generating sustainable, profitable growth. Mr. Harishkumar K. Davey is holding office as an Additional Director up to the date of this Annual General Meeting of the Company. It is proposed to appoint Mr. Christian Schlossnikl as a Director liable to retire by rotation in this Annual General Meeting.

To fill the position of Managing Director and whole time key managerial personnel, Mr. Brijesh Arora has been appointed as Managing Director of the Company with effect from 4^th August 2016 subject to approval of Shareholders by way of Special resolution. Before appointment of Mr. Brijesh Arora as Managing Director, he was positioned as Whole-time Director designated as Joint Managing Director of the Company with effect from 1st March 2015. He is Master of Business Administration and Alumnus of the Indian Institute of Management, Calcutta (IIMC)''s Senior Management Program (SMP). He has also done Chartered Accountancy Course from the Institute of Chartered Accountants of India (ICAI), Master of Financial Analysis (MFA) from Institute of Chartered Financial Analyst (ICFAI), Company Secretary course from Institute of Company Secretaries of India (ICSI). He has successfully completed Executive Development Programme-Advanced (EDP Advanced module) of Evonik. Mr. Brijesh Arora is having approx. 24 years of rich experience in different fields of Business Management, Controlling, Finance, Accounts, Legal and Compliances. Mr. Brijesh Arora is associated with the Company for more than 9 years at different senior positions. It is proposed to appoint Mr. Brijesh Arora as Managing Director of the Company in this Annual General Meeting.

Term of Independent Directors

The date of commencement of first term of five consecutive years of the below Independent directors are given below along with date of approval by Shareholders:

S. No.	Name of Independent Directors	Date of starting first term	Date of approval in AGM
1	Mr. Dara Phirozeshaw Mehta	1st April 2014	14th August 2014
2	Mr. Guido Johannes Christ	29th April 2014	14th August 2014
3	Ms. Sonia Prashar5	4th August 2016	26th September 2016 (proposed)

Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Brijesh Arora, Whole-time Director (designated as Joint Managing Director) of the Company shall retire by rotation at the ensuing AGM of the Company and being eligible offer himself for re-appointment. The Board recommends his re-appointment to the members of the Company in the ensuing AGM.

Statement on declaration given by Independent Directors

The members are informed that Independent Directors have given a declaration that they meet the criteria of independence as provided in sub-section 6 of the Section 149 of the Companies Act, 2013.

The Board of the Company also confirms that the Independent Directors fulfill the criteria of being Independent Director as specified under the provisions of the Companies Act, 2013.

Familiarization program for Independent Directors

During the Financial Year 2014-15, the Independent Directors were familiarized with the Company by way of a note consisting profile of the Company, nature of Company in which Company operates, business philosophy & model of the Company, Roles, rights, responsibilities of Independent Directors in the Company and Policies/Rules and Regulations of the Company. Thereafter to continue familiarization process of Independent Directors with the Company during the Financial Year 2015-16, a programme was conducted on 4^th February 2016. The details of such familiarization programme is also displayed on the website of the Company at the following link:

www.insilcoindia.com ^ Investors ^ Notes

21. DISCLOSURES RELATED TO REMUNERATION OF DIRECTORS AND KMPs

a. Corporate Governance - Disclosures as per provisions of Schedule V, Part II, Section II (B)(IV)

Mr. Brijesh Arora is currently appointed as Whole-time Director (designated as Joint Managing Director) and disclosure in this regard pursuant to above provisions are given in the Corporate Governance Report attached to this report at Clause no. 3.2(D)(a)(ii).

b. Ratio of Remuneration of each Director to median remuneration of employees

Ratio of remuneration of Mr. Brijesh Arora to median remuneration of employees during the Financial Year 2015-16 was 12.70:1.

c. Percentage increase in remuneration of each Director and KMP

There was no Director or KMP whose remuneration was increased during the Financial Year 2015-16.

d. Percentage increase in the median remuneration of employees

The percentage increase in the median remuneration of employees in the Financial Year 2015-16 was 5.60%.

e. No. of permanent employees on the rolls of the Company

As on 31^st March 2016, your Company had 116 permanent employees on the rolls of the Company. The same does not include contractual employees and trainees.

f. Relationship between average increase in remuneration and Company Performance

The Company achieved a sales turnover of Rs. 803 Million during the Financial Year 2015-16 as compared to Rs. 632 Million in the previous year and recorded a net profit of Rs. 15 Million approx. as against the net profit of Rs. 14 Million approx. respectively. The average increase in remuneration of employees of the Company was 6.86% during the Financial Year 2015-16.

g. Comparison of remuneration of KMP against the performance of the Company

Considering the performance of the Company, as explained in clause (f) above, the remuneration of KMP including Managing Director and Whole-time Director as explained in clause 1(VI)(A) & (D) are moderate and can be termed as reasonable.

Particulars	As on 31st March 2015 (Rs.) (in Crores)	As on 31st March 2016 (Rs.) (in Crores)	Variation (Rs.) (in Crores)	Variation (%)
Market Capitalization	108.50	103.79	(-) 4.71	(-) 4.34%

i. Price earning ratio as at the closing date of the Financial Year 2014-15 and 2015-16

Particulars	As on 31st March 2015	As on 31st March 2016
Price Earning Ratio (Share price to EPS)	75.22 : 1	68.96 : 1

j. Percentage increase or (over) decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer (PO)

(Amount in Rs.)

Particulars	Price per share	Variation in rate compared with rate of PO	% of such variation
Rate of last PO/per share	10	-	-
Highest rate in the Financial Year 2015-16	31.55	21.55	215.5%
Lowest rate in the Financial Year 2015-16	14.20	4.20	42%
Rate as on 31st March 2016	16.55	6.55	65.5%

k. Average percentage increase already made in the salaries of employee other than the managerial personnel in the Financial Year and its comparison with the percentage increase in the managerial remuneration and justification thereof and exceptional circumstances for increase in the managerial remuneration, if any

Particulars	Financial Year 2015-16	Comments
Average percentage increase in the salaries of employee other than Managerial Personnel	7.26%	-
Average percentage Increase in salary of Managerial Personnel (Mr. Brijesh Arora - Joint Managing Director)	0%	Mr. Brijesh Arora was appointed as Joint Managing Director with effect from 1 st March 2015. There was no increase in salary of Mr. Arora during the Financial Year 2015-16.

l. Comparison of the remuneration of each KMP against the performance of the Company

Considering the performance of the Company, as explained in clause (f) above, the remuneration of each KMP (including Managing Director and Whole-time Director) as explained in clause 1(VI)(A) & (D) is moderate and can be termed as reasonable.

m. Key parameters of variable component of remuneration availed by Director

The key parameters for variable component of remuneration of Mr. Brijesh Arora are Safety, Productivity and Management of fixed costs. The same is being paid on the basis of calendar year.

The provision of performance linked incentive/bonus payable to Mr. Brijesh Arora as on 31^st March 2016 was Rs. 546,875/-. The Board approved Rs. 420,000/- as performance linked incentive/bonus to Mr. Brijesh Arora till 31^st December 2015 which was paid to Mr. Brijesh Arora in April 2016. Accordingly, provision of Rs. 126,875/- pertaining to performance incentive/bonus of Mr. Brijesh Arora for the Financial Year 2015-16 is still unpaid.

n. Ratio of Remuneration of highest paid employee if it exceeds remuneration of highest paid Director

There was no employee of the Company who had been paid remuneration more than the remuneration paid to Mr. Brijesh Arora, Joint Managing Director of the Company.

o. Policy compliance affirmation

The remuneration to Directors and KMP is as per the nomination and remuneration policy of the Company.

22. STATEMENT PURSUANT TO CLAUSE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

During the year, there was no employee of the Company :

- who was employed throughout the Financial Year 2015-16 and was in receipt of remuneration for that financial year of not less than Rs. 12,000,000/-; or

- who was employed for a part of the Financial Year 2015-16 and was in receipt of remuneration at a rate which was not less than Rs. 850,000/- per month ; or

- who was employed throughout or part of the Financial Year 2015-16 and was in receipt of remuneration in that Financial Year, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director and holds by himself or along with its spouse and dependent children, not less than two percent of the equity shares of the Company.

Top ten employees in terms of remuneration drawn during the Financial Year 2015-16

S. No.	Name (In Alphabetical Order)	Designation
1	Mr. Anurag Srivastava	Senior Manager - Human Resource & Administration
2	Mr. Ashok Kumar Pandey	General Manager - Procurement & Supply Chain
3	Mr. Brijesh Arora	Whole-time Director
4	Mr. Jaipal Singh Rawat	Manager - Procurement & Commercial
5	Dr. Madan Gopal Sinha	Dy. General Manager - Works & Plant Head
6	Mr. Manoj Kumar	Senior Manager - Information Technology
7	Ms. Poonam Jhingan	Executive Assistance
8	Mr. Rajeev Agarwal	Senior Manager - Controlling
9	Mr. Sarvesh Kumar Upadhyay	Company Secretary
10	Ms. Shivangi Negi	Chief Financial Officer

23. AUDITORS

The Statutory Auditor i.e. M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No. with ICAI -301003E) was appointed in the 26^th AGM of the Company for their first term of 2 years to hold the office from the conclusion of 26^th AGM till the conclusion of 28^th AGM of the Company. Consequently, the first term of 2 years of Statutory Auditor is coming to an end at the conclusion of 28^th AGM.

Being eligible for the 2^nd term of 5 years, M/s. S.R. Batliboi & Co. LLP, Chartered Accountant has expressed its willingness to act as Statutory Auditor of the Company and has provided the requisite documents as required under the Companies Act, 2013 and Listing Regulations. In view of the same, it is proposed to appoint M/s. S.R. Batliboi & Co. LLP, Chartered Accountants as Statutory Auditor of the Company for their 2^nd terms of 5 years.

24. COST AUDITOR/MAINTENANCE OF COST RECORDS

Maintenance of Cost Records for the Financial Year 2015-16

Pursuant to the provisions of the Companies (Cost Records and Audit) Rules, 2014 dated 30^th June 2014 as amended vide notification dated 31^st December 2014, in the Financial Year 2014-15 the Company is required to maintain cost records. The Board has appointed M/s. Ajay Ahuja & Associates (Registration No. 101142) for maintenance of Cost Records of the products of the Company for the Financial Year ended 31⁸¹ March 2016.

Cost Audit for Financial Year 2014-15

For the Financial Year 2014-15, in absence of clear provisions for applicability of Cost Audit or maintenance of Cost Records, M/s. Ajay Ahuja & Associates (Registration No. 101142) was appointed as Cost Auditor by the Board whose remuneration was approved by Shareholders of the Company in 26^th Annual General Meeting.

The details of Cost Auditor and filing information of Cost Audit Report is given below:

- Name of Cost Auditor : M/s. Ajay Ahuja & Associates (Registration No. 101142)

- Contact Address : 7/156, Ramesh Nagar, New Delhi-110015

- E-mail : [e-mail], [e-mail]

- Mobile : 91 9810326644

- Due date of filing

Cost Audit Report : 30^th September, 2015

- Actual date of Filing

Cost Audit Report : 15^th November, 2015

- Reasons for late filing

: The assignment for filing Cost Audit Report was given to our Cost Auditor. The applicable form for filing of Cost Audit Report was made available only few days before the last date and Cost Auditor could not find the same in line with XBRL Software. Hence it was giving validation errors while creating XBRL document. This led to delay in filing. The additional fee paid to Ministry of Corporate Affairs due to delayed filing was also borne by the Cost Auditor.

25. PRACTISING COMPANY SECRETARY

M/s. Nityanand Singh & Co., Company Secretaries having their office at 14, 2^nd Floor, Arjun Nagar, Safdarjung Enclave, New Delhi-110029 are the present practicing Company Secretary of the Company.

26. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the Listing Regulations, the Board has constituted an Audit Committee. The composition of the Audit Committee was as follows:

As on 31^st March 2016

S. No.	Name of the Director	Designation in Audit Committee
1	Mr. Dara Phirozeshaw Mehta	Chairman
2	Mr. Guido Johannes Christ	Member
3	Mr. Frank Heinz Lelek	Member

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

27. DISCLOSURE REGARDING SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate company. During the year also there were no companies which have become or ceased to be your Company''s subsidiary, joint venture or associate company during the year.

28. DEPOSITS

The Company has not accepted any deposits during the year pursuant to the provisions of Chapter V of the Companies Act, 2013.

29. MATERIAL ORDERS BY GOVERNING AUTHORITIES

There were no significant or material orders passed by any governing authority of the Company including regulators, courts or tribunals which could impact the going concern status and the Company''s operations in future.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH RESPECT TO THE FINANCIAL STATEMENT

The Company has laid down proper and adequate internal financial control with respect to internal financial statement.

31. OPERATIONS AT PLANT

The Plant operations had to be shut down a few times during the year due to lower sales orders.

32. VALUE CREATION FOR CUSTOMERS

In our diverse and globalized world, it is becoming more and more important to gain a better understanding of the requirements of our customers and end-customers. Changing our perspective to view the world through the eyes of our customers allows us to see things differently and thus develop exceptional solutions. Our willingness to remain open to new things and to think in a flexible manner is the key to our culture of learning and innovation. This culture helps us identify good ideas at an early stage of their development and then quickly bring them to market in order to create added value to our customers and Evonik. As a Company, we are committed to provide our internal and external customers products and services that always unequivocally meet the agreed quality standards. This is our declared goal and the measure of our actions.

We offer a complete package solution of product plus service. This is one of the reasons that many of our customers prefer to buy from us.

33. SOCIAL RESPONSIBILITY

Good governance demands adherence to social responsibility coupled with creation of value in the larger interest of the general public. We are committed to continuously improving our performance in the areas of environmental protection, health and safety as well as to the principles of sustainable development and responsible care. We continue to contribute to society by appropriate means. We aim to enhance the quality of life of the community in general and have a strong sense of social responsibility.

34. WE BELIEVE IN QUALITY AS A SUCCESS FACTOR

Within the scope of Total Quality Management (TQM), we are continuously striving to improve the quality of our products, services and processes.

Learning from the global best practices of our parent Evonik Industries, we offer the same to our customers. This is the most important factor that our customers value and continue to support us.

35. PROCUREMENT EFFICIENCY AND SUPPLY CHAIN

Procurement is an essential element in the value-chain. We regard intensive cross-functional collaboration within the Company as indispensable. During the year, we integrated procurement with the overall supply-chain function at the plant to make it more efficient and part of a cross-functional team at the plant.

36. CUSTOMER ORIENTATION STARTS WITH TALENT DEVELOPMENT AND FAIRNESS

The key to any success is a motivated and committed workforce. With support from Evonik and Management of Insilco, we have been conducting in-house skill development and training programmes. We also encourage our workforce to build a more customer - oriented approach.

37. CERTIFICATIONS AND RECOGNITIONS

Our plant at Gajraula is certified under the Environment Management Standard ISO 14001-2004 and Quality Management Standard ISO 9001-2008. During the year, recertification audit of the Environment Management Standard ISO 14001-2004 and Quality Management Standard ISO 9001-2008 was successfully completed. We have obtained HALAL & KOSHER certificates during the year for Food Safety Management System. Apart from these we are also HACCP and FSSAI certified Company for the Food Safety Management System.

38. REPORT ON CORPORATE GOVERNANCE

Pursuant to the provisions of the Listing Regulations (Erstwhile Clause 49 of the Listing Agreement) the following are furnished forming part of this Directors’ Report:

i. Report on Corporate Governance together with a Certificate from Practising Company Secretary on compliance of conditions of Corporate Governance as per provisions of Listing Regulations are attached as Annexure - 5 and 5.3 respectively.

ii. Certificate by Managing Director regarding compliance of Code of Conduct by the members of Board and Senior Management as per provisions of Listing Regulations is attached as Annexure - 5.1.

iii. Certificate from Managing Director and Chief Financial Officer regarding correctness of the financial statements presented to the Board is attached as Annexure - 5.2.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to provisions of the Listing Regulations, a Management Discussions and Analysis Report is enclosed as Annexure - 6 forming part of Annual Report.

40. MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE YEAR AND THE DATE OF THIS REPORT: None

41. INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial relations with all its employees. No man day was lost due to any Industrial Dispute.

42. FORWARD-LOOKING STATEMENT

This Report including its annexures contains forward-looking statements that involve risks and uncertainties. The actual results, performance or achievements could differ materially from those expressed or implied in such forward-looking statements. Significant factors that could make a difference to the Company’s operations include domestic and international economic conditions affecting demand-supply and price conditions, changes in government regulations, environmental regulations, tax regimes and other statutes.

43. ACKNOWLEDGEMENT

Your Board of Directors wish to thank and place on record their appreciation for the co-operation and support extended to the Company by the Government of India, State Government of Uttar Pradesh, other local authorities, Bankers, Suppliers, Customers, Distributors, Employees and other Stakeholders which have been a constant source of strength to the Company. The Board of Directors also expresses its sincere gratitude to all the shareholders for their continuous support and trust they have shown in the management. The dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

Your Company is thankful to the parent Company Evonik Degussa GmbH, Germany for continuously providing excellent management, technical and marketing support.

For & on behalf of the Board of

Insilco Limited

Sd/- Sd/-

Brijesh Arora Guido Johannes Christ

Managing Director Director

DIN : 00952523 DIN : 03268438

Place : Noida

Date : 4^th August 2016

---

Mar 31, 2013

Dear Members,

The Directors are pleased to present the 25th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS

The summarized results for the year, rounded off to Rupees in millions, are given below:

PARTICULARS Year Ended Year Ended 31-March-2013 31-March-2012

Gross Turnover 847 807

Other Income 57 29

Total Expenditure (including excise duty) (846) (763)

Profit before Depreciation & Exceptional Items 58 73

Depreciation (36) (28)

Profit/(Loss) for the year before exceptional items 22 45

Exceptional item (26) 7

Profi/(Loss) before tax (4) 52

(Provision for)/Release of Taxation (5) (5)

Profit/(Loss) after tax (9) 47

2. RESULTS OF OPERATIONS

The production and sales of precipitated silica during the year 2012 -13 was 14,259 MTs and 15,103 MTs as against 16,299 MTs and 15,365 MTs respectively in the previous year.

Your Company achieved a sales turnover of Rs. 847 Million during the year as compared to Rs. 807 Million in the previous year and recorded a profit before depreciation & exceptional items of Rs. 58 Million as against Rs. 73 Million in the previous financial year. No transfer has been made to reserves for the year.

During the year, there has been significant increase in cost of production because of increase in rates of power supplied by UP Electricity Board and increase in diesel prices due to its decontrol. Further, the production was constrained during the last quarter of Financial Year 2012-13 due to limitation on water discharge enforced by the local administration. These factors are the major contributors of operational losses during the year.

The Company continues to strive for growth, higher realizations, energy optimization, better working capital management and better asset utilization.

3. FUTURE OUTLOOK

The Indian economy is expected to grow in the short to medium term and there are inherent opportunities available for the Company in our target industries such as Tyres, Automotive Components, Mechanical rubber goods, , Footwear, Agrochemicals, Food and Toothpaste. The Company enjoys a high standing with its customers and is actively pursuing all growth opportunities so as to improve its results.

4. DIVIDEND

In view of the inadequacy of profits, no Dividend is recommended.

5. TRANSFER OF FUND TO INVESTOR EDUCATION & PROTECTION FUND

There was no amount due for transfer to the Investor Education and Protection Fund during the year under review, pursuant to the provisions of Section 205C of the Companies Act 1956.

6. VALUE CREATION FOR CUSTOMERS

We provide our internal and external customers products and services that always and unequivocally meet the agreed quality criteria. This is our declared goal and the measure of our actions. That is because only if the quality of our work lives up to the ever evolving requirements of our customers we will continue to be successful in the future. The combination of our products and services enables us to offer package solutions that deliver real added value and make us the preferred business partner to our customers.

7. SOCIAL RESPONSIBILITY

Responsible conduct and business success are not mutually exclusive in our view. In fact, they are interlinked. Sustainable development and Corporate Responsibility are vital for the future viability of companies including us. We accept responsibility for our business, our employees and society. That is how we define Corporate Responsibility (CR). As part of our corporate strategy, our CR strategy takes up economic megatrends such as resource efficiency, ecological and social challenges, and supports the development of new business activities.

8. WE BELIEVE IN QUALITY AS A SUCCESS FACTOR

Within the scope of Total Quality Management (TQM), we continuously improve the quality of our products, our services and our processes to enhance our high standard of quality. This constant optimization in partnership with our customers and suppliers is the driver towards market leadership and outstanding results in our core business.

We actively respond to the expectations of our internal and external stakeholders on how we should contribute to the sustainable development of society and come up with answers to future challenges in close collaboration with our business units.

Contemporaneously this enables us to fulfill the requirements as well as responsibilities to our employees just as well to society, environment and stakeholders, to develop in partnership too.

9. PROCUREMENT EFFICIENCY AND SUPPLY CHAIN

Procurement is an essential element in the value-added chain, so we regard intensive cross-functional collaboration within the company as indispensable. During the year, we implemented Evonik''s global strategies and centralized the procurement function in the Plant to ensure optimized procurement.

10. CUSTOMER ORIENTATION STARTS WITH TALENT DEVELOPMENT AND FAIRNESS

The key to achieve our goals is a motivated and skills workforce, a customer - oriented approach in our thoughts and actions and a working relationship with our customers that is built on mutual trust.

11. CERTIFICATIONS AND RECOGNITIONS

The Commitment to quality is a process of continual improvement. The Company is holding ISO 9001: 2008 and ISO 14001: 2004 and HACCP Certifications. Our quality management system has successfully maintained ISO 9001: 2008 and ISO 14001: 2004 certifications through regularly scheduled annual audits and HACCP Certification through regularly scheduled bi-annual audits.

12. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

13. DIRECTORS

During the year, the following Directors have resigned from the Company:

(i) Dr. Gurnad Singh Sodhi on 1st February, 2013

(ii) Mr. Lear Bao on 1st February, 2013

(iii) Mr. Andreas Bernd Fischer on 16th February, 2013.

The Board places on record its deep appreciation for their invaluable support and guidance during their association as Directors of the Company.

Your Directors have appointed Mr. Roberto Martin Vila Keller as a Director of the Company with effect from 16th February, 2013 to fill up the casual vacancy caused by the resignation of Mr. Andreas Bernd Fischer. Mr. Roberto Martin Vila Keller will hold office till the date Mr. Andreas Bernd Fischer would have held office as Director of the Company. Mr. Roberto Martin Vila Keller has done apprenticeship as an Industrial Business Assistant in 1987, followed by the successful completion of training program. Mr. Vila Keller also holds a degree in Business Administration. He has extensive experience in the field of Production, Sales and Marketing.

Further, in accordance with provisions of Companies Act, 1956 and Articles of Association of the Company, Mr. Keki Manchersha Elavia and Dr. Mustafa Siray, Directors retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

14. AUDITORS

M/s S. R. Batliboi & Associates, the present Statutory Auditors of the Company vide their letter dated 5th April, 2013 intimated the conversion of their partnership firm into an Limited Liability Partnership (LLP) with effect from 1st April, 2013. They have confirmed that there is no change in their Registration Number and have also assured us that this change would not in any way affect their relationship and responsibilities as statutory auditors.

M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, (Firm Registration No. with ICAI - 101049W), member firm of Ernst & Young Global Ltd., present Statutory Auditors of the Company will retire at the ensuing Annual General Meeting.

The said Auditors have expressed their willingness for re-appointment as Statutory Auditors of the Company and have further confirmed that the said re-appointment would be in conformity with provisions of Section 224(1B) of the Companies Act, 1956.

The observations in the Auditors'' Report read with the Notes to Accounts are self-explanatory and do not require any comments.

15. COST AUDITORS

In terms of requirement of The Companies (Cost Accounting Records) Rules, 2011, your company is maintaining all the prescribed cost records. Further the Company has appointed M/s Aseem Jain & Associates, as Cost Accountant of the Company under these Rules. The prescribed compliance report for the financial year ended 31st March, 2013, duly certified by M/s Aseem Jain & Associates, Cost Accountant of the company, along with the prescribed annexure thereon will be filed with the Central Government within the prescribed time.

16. PRACTICING COMPANY SECRETARY

M/s Nityanand Singh & Co., Company Secretaries having their office at 14, 2nd Floor, Arjun Nagar, Safdarjung Enclave,New Delhi-110029 are the present practicing Company Secretary of the Company.

17. SHIFTING OF CORPORATE OFFICE OF THE COMPANY

The Corporate office of the Company will be shifted to "The Corenthum", Office No. 2312, 3rd Floor, 2nd Lobe, Tower A, A-41, Sector 62, Noida-201309, Uttar Pradesh w.e.f. 14th May, 2013.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

a) That in preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

b) That we have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March 2013 and of the Profit of the Company for that period;

c) That we have 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 ;

d) That we have prepared the Annual Accounts on a going-concern basis.

19. PARTICULARS OF EMPLOYEES

During the year under review, there is no employee whose particulars are required to be disclosed in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

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

As required under 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, the particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure ''A'' to the Directors'' Report.

21. CORPORATE GOVERNANCE

Pursuant to Provisions contained in the Clause 49 of the Listing Agreement with the Stock Exchanges, the following are furnished as Annexure- ''B'' forming part of this Directors Report:

i. Report on Corporate Governance together with an Auditors Certificate on compliance of conditions of Corporate Governance as per clause 49 (VII) of the listing agreement.

ii. Certificate by Managing Director regarding compliance of Code of Conduct by the members of Board and Senior Management as per clause 49 (I) (D)(ii) of the listing agreement.

iii. Certificate from Managing Director/Chief Financial Officer regarding the financial statements presented to the Board as per Clause 49 (V) of the Listing Agreement.

22. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report (Annexure ''C'') forming part of the Corporate Governance forms part of Annual Report.

23. MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE YEAR AND THE DATE OF THIS REPORT

None

24. INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial relations with all its employees. No man day was lost due to any Industrial Dispute.

25. FORWARD-LOOKING STATEMENT

This Report including its annexure contains forward-looking statements that involve risks and uncertainties. Actual results, performance or achievements could differ materially from those expressed or implied in such forward-looking statements. Significant factors that could make a difference to the Company''s operations include domestic and international economic conditions affecting demand-supply and price conditions, changes in government regulations, environmental regulations, tax regimes and other statutes.

26. ACKNOWLEDGEMENT

Your Board of Directors wish to thank and place on record their appreciation for the co-operation and support extended to the Company by the Government of India, State Government of Uttar Pradesh, other local authorities, Bankers, Suppliers, Customers, Dealers, Employees and other Stakeholders which have been a constant source of strength to the Company.

The Board of Directors also expresses its sincere gratitude to all the shareholders for their continuous support and trust they have shown in the management. The dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

Your Company is thankful to the parent Company Evonik Degussa GmbH, Germany for providing management, technical and marketing support. For & on behalf of the Board

Dara P. Mehta Pankaj Khandelwal

Place: New Delhi Chairman Managing Director

Date : 29th April, 2013

---

Mar 31, 2012

The Directors are pleased to present the 24th Annual Report together with the Audited Accounts for the financial year ended 31st March, 2012.

1. FINANCIAL HIGHLIGHTS

The summarized results for the year, rounded off to Rupees in millions, are given below:

PARTICULARS Year Ended Year Ended 31-March-2012 31-March-2011

Gross Turnover 770 710

Other Income 29 38

Total Expenditure (including excise duty) (726) (660)

Profit before Depreciation & Exceptional Items 73 88

Depreciation (28) (32)

Profit/(Loss) for the year before exceptional items 45 56

Profit/(Loss) on sale/ (provision) for impairment of Fixed Assets 7 (2)

Profit/(Loss) before tax 52 54

(Provision for)/Release of Taxation (5) (7)

Profit/(Loss) after tax 47 47

2. RESULTS OF OPERATIONS

The precipitated silica production and sales during the year is 16,299 MTs and 15,365 MTs as against 15,236 MTs and 15,213 MTs respectively in the previous year.

Your Company achieved a sales turnover of Rs. 770 Million during the year as compared to Rs. 710 Million during the previous year and recorded profit before depreciation & exceptional items of Rs. 73 Million as against Rs. 88 Million in the financial year 2010-11. There has not been made any transfer to reserves during the year.

The Company continues to strive for growth, higher realisations, energy optimization, better working capital management and better asset utilization. Our marketing policy is to provide products and services that always and unequivocally meet the agreed quality criteria.

3. PERFORMANCE HIGHLIGHTS

Your Directors are pleased to inform that during the year, your company had successfully completed its expansion of production capacity by 6,000 MTs per annum. The expanded capacity will yield higher volumes leading to higher profitability and growth in coming years.

4. FUTURE OUTLOOK

The Indian economy is experiencing strong growth. There are inherent opportunities available for the Company in a significant number of industries such as Tyres, Automotive Components, Toothpaste, Footwear, Agrochemicals and Food, all having silica applications which are growing rapidly.

The Company is actively pursuing growth opportunities and looking at areas to reduce its cost of production. The Company is evaluating plans to have optimum utilization of the production capacity and to improve its product mix.

5. DIVIDEND

No Dividend is recommended considering the funds needed for augmentation and to improve Company's financial strength.

6. TRANSFER OF FUND TO INVESTOR EDUCATION & PROTECTION FUND

There was no amount due for transfer to the investor education and protection fund during the year under review, pursuant to the provisions of Section 205C of the Companies Act, 1956.

7. VALUE CREATION FOR CUSTOMERS

We provide our internal and external customers products and services that always and unequivocally meet the agreed quality criteria. This is our declared goal and the measure of our actions. That is because only if the quality of our work lives up to the ever evolving requirements of our customers, we will continue to be successful in the future. The combination of our products and services enables us to offer package solutions that deliver real added value and make us the preferred business partner to our customers.

8. SOCIAL RESPONSIBILITY

Good governance demands adherence of social responsibility coupled with creation of value in the larger interest of the general public. We are committed to continuously improving our performance in the areas of environmental protection, health and safety as well as to the principles sustainable development and responsible care. Our code of conduct as well as our guidelines is exceeding the regulatory requirements. We continue to contribute towards society by some worthwhile causes. We aim to enhance the quality of life of the community in general and have a strong sense of social responsibility. The Company also extends support for promoting sports and socio-cultural activities for welfare of employees and their families.

9. WE BELIEVE IN QUALITY AS A SUCCESS FACTOR

Within the scope of Total Quality Management (TQM) we continuously improve the quality of our products, our services and our processes to enhance our high standard of quality. This constant optimization in partnership with our customers and suppliers is the driver towards market leadership and outstanding results in our core business.

Contemporaneously this enables us to fulfill the requirements as well as responsibilities to our employees just as well to society, environment and stakeholders, to develop in partnership too.

10. CUSTOMER ORIENTATION STARTS WITH TALENT DEVELOPMENT AND FAIRNESS

The key to achieving our goals is a motivated and skills workforce, a customer - oriented approach in our thoughts and actions, and a working relationship with our customers that is built on mutual trust.

11. CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009

The Central Government promulgated in December 2009, a set of Corporate Governance Voluntary Guidelines. The mandatory requirements under Clause 49 of the Listing Agreement with the Bombay Stock Exchange cover most of the elements of these Corporate Governance Voluntary Guidelines 2009 accordingly your company has not adopted these voluntary guidelines.

12. CERTIFICATIONS AND RECOGNITIONS

The Commitment to quality is a process of continual improvement. The Company is holding ISO 9001: 2008 and ISO 14001: 2004 and HACCP Certifications. Our quality management system has successfully maintained ISO 9001: 2008 and ISO 14001: 2004 certifications through regularly scheduled annual audits and HACCP Certification through regularly scheduled bi-annual audits.

13. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

14. DIRECTORS

During the year, Mr. Hans Wolfgang Wilhelm Kirches, resigned as Director of the Company with effect from 14th October, 2011. The Board places on record its deep appreciation for the invaluable support and guidance received from Mr. Kirches during his association as Director of the Company.

Your Directors appointed Mr. Lear Bao as a Director of the Company with effect from 1st November, 2011 to fill up the casual vacancy caused by the resignation of Mr. Hans Wolfgang Wilhelm Kirches. Mr. Lear Bao will hold office till the date Mr. Hans Wolfgang Wilhelm Kirches would have held office i.e. the date of the ensuing Annual General Meeting of the Company. The Company has received a notice along with a deposit of Rs. 500/- from a shareholder under Section 257 of the Companies Act, 1956 signifying his intention to propose the candidature of Mr. Lear Bao for the office of Director. The Board recommends his appointment at the ensuing Annual General Meeting.

Mr. Matthias Hau, resigned as Managing Director and Directorship from Board and all Committees thereof with effect from 1st March, 2012. The Board places on record its deep appreciation of valuable services and contribution in the growth of the Company given by Mr. Matthias Hau during his tenure as the Managing Director of the Company.

Mr. Pankaj Khandelwal was appointed by the Board of Directors of the Company as Additional Director and Managing Director with effect from 1st March, 2012. In terms of Section 260 of the Companies Act, 1956, Mr. Pankaj Khandelwal will hold office as Additional Director upto the date of ensuing Annual General Meeting. In terms of the provisions of Section 198, 269 & 309 read with Schedule XIII of the Companies Act 1956 approval of shareholders is required for the appointment of Mr. Pankaj Khandelwal as Managing Director of the Company.

The Company has received a notice along with a deposit of Rs. 500/- from a shareholder under Section 257 of the Companies Act, 1956 signifying his intention to propose the candidature of Mr. Pankaj Khandelwal for the office of Director. The Board recommends his appointment as Director and Managing Director at the ensuing Annual General Meeting.

Mr. Frank Heinz Lelek appointed by the Board of Directors of the Company as Additional Director with effect from 3rd May, 2012. In terms of Section 260 of the Companies Act, 1956, Mr. Frank Heinz Lelek will hold office as Additional Director upto the date of ensuing Annual General Meeting. The Company has received a notice along with a deposit of Rs. 500/- from a shareholder under Section 257 of the Companies Act, 1956, signifying his intention to propose the candidature of Mr. Frank Heinz Lelek for the office of Director. The Board recommends his appointment as Director at the ensuing Annual General Meeting.

In accordance with provisions of Companies Act, 1956 and Articles of Association, Dr. Gurnad Singh Sodhi and Mr. Andreas Bernd Fischer, Directors retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

15. AUDITORS

M/s. S.R. Batliboi & Associates, Chartered Accountants, (Firm Registration No. with ICAI - 101049W), member firm of Ernst & Young Global Ltd., present Statutory Auditors of the Company holds office until the date of the ensuing Annual General Meeting. It is proposed to re-appoint them as statutory auditors of the Company until the conclusion of next Annual General Meeting. M/s. S.R. Batliboi & Associates, Chartered Accountants, (Firm Registration No. with ICAI - 101049W) have expressed their willingness for re-appointment as Statutory Auditors of the Company and have further confirmed that the said re-appointment would be in conformity with provisions of Section 224(1 B) of the Companies Act, 1956.

The observations in the Auditors' Report read with the Notes to Financial Statements are self-explanatory and do not require any comments.

16. COST AUDITORS

In terms of requirement of The Companies (Cost Accounting Records) Rules, 2011 as notified by the Ministry of Corporate Affairs vide its notification dated 3rd June, 2011, your company is maintaining all the prescribed cost records. Further the Company has appointed M/s Aseem Jain & Associates, as Cost Accountant of the Company under these Rules. The prescribed compliance report for the financial year ended 31st March, 2012, duly certified by M/s Aseem Jain & Associates, Cost Accountant of the Company, along with the prescribed annexure thereon will be filed with the Central Government within the prescribed time.

17. CHANGE IN ACCOUNTING POLICY

During the year, the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the company, for preparation and presentation of its financial statements. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosures made in the financial statements. The company has also reclassified the previous year figures in accordance with the requirements applicable in the current year.

18. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

a) That in preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

b) That we have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2012 and of the Profit of the Company for that period;

c) That we have 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 ;

d) That we have prepared the Annual Accounts on a going-concern basis.

19. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, is given in Annexure 'A' to the Directors' Report.

20. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under 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, the particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure 'B' to the Directors' Report.

21. CORPORATE GOVERNANCE

Pursuant to Provisions contained in the Clause 49 of the Listing Agreement with the Stock Exchange, the following are furnished as Annexure- 'C' forming part of this Directors' Report:

i. Report on Corporate Governance together with an Auditors' Certificate on compliance of conditions of Corporate Governance as per clause 49 (VII) of the Listing Agreement.

ii. Certificate by Managing Director regarding compliance of Code of Conduct by the members of Board and Senior Management as per clause 49 (I) (D)(ii) of the Listing Agreement.

iii. Certificate from Managing Director/Chief Financial Officer regarding the financial statements presented to the Board as per Clause 49 (V) of the Listing Agreement.

22. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report (Annexure 'D') forming part of the Corporate Governance forms part of Annual Report.

23. MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE YEAR AND THE DATE OF THIS REPORT

None

24. INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial relations with all its employees. No man day was lost due to any Industrial Dispute.

25. FORWARD-LOOKING STATEMENT

This Report including its annexure contains forward-looking statements that involve risks and uncertainties. Actual results, performance or achievements could differ materially from those expressed or implied in such forward-looking statements. Significant factors that could make a difference to the Company's operations include domestic and international economic conditions affecting demand-supply and price conditions, changes in government regulations, environmental regulations, tax regimes and other statutes.

26. ACKNOWLEDGEMENT

Your Board of Directors wish to thank and place on record their appreciation for the co-operation and support extended to the Company by the Government of India, State Government of Uttar Pradesh, other local authorities, Bankers, Suppliers, Customers, Dealers, Employees and other Stakeholders which have been a constant source of strength to the Company.

The Board of Directors also expresses its sincere gratitude to all the shareholders for their continuous support and trust they have shown in the management. The dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

Your Company is thankful to the parent Company Evonik Degussa GmbH, Germany for providing management, technical and marketing support.

For & on behalf of the Board

Dara P. Mehta Pankaj Khandelwal

Place: New Delhi Chairman Managing Director

Date : 3rd May, 2012

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Mar 31, 2011

The Directors are pleased to present the 23rd Annual Report together with the Audited Accounts for the financial year ended March 31, 2011.

1. FINANCIAL HIGHLIGHTS

The summarized results for the year, rounded off to Rupees in millions, are given below:

Particulars Year Ended Year Ended 31.03.2011 31.03.2010

Gross Turnover 709 685

Other Income 41 56

Total Expenditure (including excise duty) (662) (622)

Profit before Depreciation & Exceptional Items 88 119

Depreciation (32) (36)

Profit/(Loss) for the year before exceptional items 56 83

Profit/(Loss) on sale/(provision) for impairment of Fixed Assets (2) (9)

Profit/(Loss) before tax 54 74

(Provision for)/Release of Taxation (7) (24)

Profit/(Loss) after tax 47 50

Balance brought forward from previous year 276 226

Amount available for appropriation 323 276 Appropriations:

Transfer to reserves Nil Nil

Balance carried to the Balance Sheet 323 276

2. RESULTS OF OPERATIONS

The precipitated silica production and sales during the year is 15,236 MTs and 15,213 MTs as against 15,144 MTs and 15,155 MTs respectively in the previous year.

Your Company achieved a sales turnover of Rs. 709 Million during the year as compared to Rs. 685 Million during the previous year and recorded profit before depreciation & exceptional items of Rs. 88 Million as against Rs. 119 Million in the financial year 2009-10.

The Company continues to strive for growth, higher realisations, energy optimization, better working capital management and better asset utilization.

3. FUTURE OUTLOOK

The Indian economy is experiencing strong growth. There are inherent opportunities available for the Company in a significant number of industries such as Tyres, Automotive Components, Toothpaste, Shoe Sole, Footwear, Agrochemicals and Food, all having silica applications which are growing rapidly.

The Company is expanding the production capacity for manufacture of precipitated silica at its production site at Gajraula (Uttar Pradesh) from the existing 15,000 MTs per annum to 21,000 MTs per annum. The project is expected to be completed by end of October, 2011.

We have introduced a new grade of silica, providing enhanced properties for the application of the tyre industry. We are getting encouraging feedback from reputed customers in the tyre segment.

4. DIVIDEND

No Dividend is recommended considering the expansion plans and to improve Companys financial strength.

5. TRANSFER OF FUND TO INVESTOR EDUCATION & PROTECTION FUND

The Company has transferred Rs. 18.4 Million to the investor education and protection fund during the year, pursuant to the provisions of Section 205C of the Companies Act 1956.

6. CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009

The Central Government promulgated in December 2009, a set of Corporate Governance Voluntary Guidelines. Your Company believes in the concept of Good Corporate Governance and these guidelines are receiving appropriate attention of the Board of Directors.

7. CERTIFICATIONS AND RECOGNITIONS

The Commitment to quality is a process of continual improvement. The Company is holding ISO 9001: 2008 and ISO 14001: 2004 and HACCP Certifications. Our quality management system has successfully maintained ISO 9001: 2008 and ISO 14001: 2004 certifications through regularly scheduled annual audits and HACCP Certification through regularly scheduled bi-annual audits.

8. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

9. DIRECTORS

There is no change in the Directors of the Company during the year under review. In accordance with provisions of Companies Act, 1956 and Articles of Association Mr. Dara Phirozeshaw Mehta and Mr. Keki Manchersha Elavia, Directors retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

10. AUDITORS

M/s. Price Waterhouse, Chartered Accountants, Bangalore, (Firm Registration No. with ICAI - 007568S) the existing Auditors, have expressed their unwillingness for re-appointment as Statutory Auditors of the Company on their retirement at ensuing Annual General Meeting (AGM). Based on the recommendation of the Audit Committee, the Board of Directors of the Company proposed the appointment of M/s. S.R. Batliboi & Associates, Chartered Accountants, (Firm Registration No. with ICAI – 101049W), member firm of Ernst & Young Global Ltd., as Statutory Auditors of the Company at the ensuing AGM. M/s. S.R. Batliboi & Associates, Chartered Accountants, (Firm Registration No. with ICAI – 101049W) have expressed their willingness to act as Statutory Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with provisions of Section 224(1B) of the Companies Act, 1956. The business has been included for your consideration at Item no. 4 of the Notice of ensuing AGM.

The observations in the Auditors Report read with the Notes to Accounts are self-explanatory and do not require any comments.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

a) That in preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

b) That we have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March 2011 and of the Profit of the Company for that period;

c) That we have 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;

d) That we have prepared the Annual Accounts on a going-concern basis.

12. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in Annexure A to the Directors Report.

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

As required under 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, the particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure B to the Directors Report.

14. CORPORATE GOVERNANCE

Pursuant to Provisions contained in the Clause 49 of the Listing Agreement with the Stock Exchanges, the following are furnished as Annexure-C forming part of this Directors Report:

i. Report on Corporate Governance together with an Auditors Certificate on compliance of conditions of Corporate Governance as per clause 49 (VII) of the listing agreement.

ii. Certificate by Managing Director regarding compliance of Code of Conduct by the members of Board and Senior Management as per clause 49 (I) (D)(ii) of the listing agreement.

iii. Certificate from Managing Director/Chief Financial Officer regarding the financial statements presented to the Board as per Clause 49 (V) of the Listing Agreement.

15. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report (Annexure D) forming part of the Corporate Governance forms part of Annual Report.

16. MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE YEAR AND THE DATE OF THIS REPORT

None

17. INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial relations with all its employees. No man day was lost due to any Industrial Dispute.

18. ACKNOWLEDGEMENT

Your Board of Directors wish to thank and place on record their appreciation for the co-operation and support extended to the Company by the Government of India, State Government of Uttar Pradesh, other local authorities, Credit Rating Agencies, Bankers, Suppliers, Customers, Employees and other Stakeholders which has been a constant source of strength to the Company.

The Board of Directors also expresses its sincere gratitude to all the shareholders for their continuous support and trust they have shown in the management. The dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

Your Company is thankful to the parent Company Evonik Degussa GmbH, Germany for providing management, technical and marketing support.





For & on behalf of the Board

Dr. Gurnad Singh Sodhi Matthias Hau Director Managing Director

Date : 3rd June, 2011

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Mar 31, 2010

The Directors are pleased to present the 22™ Annua! Report together with the Audited Accounts for the financial year ended March 31,2010.

1. FINANCIAL HIGHLIGHTS

The summarized results for the year, rounded off to Rupees in millions, are given below:

PARTICULARS Year Ended Year Ended 31.03.2010 31.03.2009

Gross Turnover 685 709

Other Income 56 42

Total Expenditure (including excise duty) (622) (715)

Profit before Depreciation & Exceptional Items 119 36

Depreciation (36) (38)

Profit/ (Loss) for the year before exceptional items 83 (2)

Profit/(Loss) on sale/(provision) for impairment . Fixed Assets ( <9) 23

Separation compensation to employees - (12)

Profit/(Loss) before tax 74 9

(Provision for)/Release of Taxation (24) (1)

Profit/(loss) after tax 50 8

Balance brought forward from previous year 226 219

Amount available for appropriation 276 226

Balance carried to the Balance Sheet 276 226

2. RESULTS OF OPERATIONS

The precipitated silica production and sales during the year is 15,144 MTs and 15,155 MTs as against 15,072 MTs and 15,504 MTs respectively in the previous year.

Your Company achieved a sales turnover of Rs. 685 Million during the year as compared to Rs. 709 Million during the previous year and recorded profit before depreciation & exceptional items of Rs. 119 Million as against Rs. 36 Million in the previous year.

The Company continues to strive for growth, higher realisations, energy optimization, better working capital management and better asset utilization.

3. FUTURE OUTLOOK

The Company is applying technical know-how with the support of the parcel company Evonik Degussa GmbH. Germany to maintain Us market position The Technical Support Services nave been strengthened and manpower has been trained overseas. The. close interaction with customers is being maintained to provide them with silica application support

Your Company continues to explore alternative fuels, replacement of high energy consuming old equipments, installation of energy saving devices, optimization of running time of equipments and process modification to improve its performance.

4. FIRE AT CORPORATE OFFICE

A major fire broke out on 3rd December 2009 at the Corporate Office of the Company situated at Thapar House, 3rd Floor, Central Wing, 124 Janpath, New Delhi-110001. There was no impact on the profitability of the Company due to fire as the production unit of the Company is situated at a different location. Accordingly, there was no loss in revenue or production. Fixed Assets which were damaged / destroyed in the fire have been de-capitalized. On the basis of the assessment made by the surveyor, the Company has accounted for Rs. 4.8 Million in other income and shown the same in loans and advances (Balance Sheet) as claim recoverable from Insurance Company.

5. BIOMASS GASIFIER UNIT

A Biomass Gasifier Unit (Producer gas plant) has been installed during the year ended 31st March 2010. This will result into savings due to reduction in fuel costs.

6. EXPANSION PLANS

To meet growing demand, the company has decided to increase its capacity for manufacture of precipitaterj silica at its production site in Gajraula (Uttar Pradesh) from 15000 MT per annum to 21000 MT per annum. The Company plans to invest Rs. 106.4 Million in the expansion project. The expansion project will be financed through internal accruals. The additional capacities will support the growing local demand.

7. SHIFTING OF CORPORATE OFFICE OF THE COMPANY

The corporate office of the company has been shifted to Office no. 1 & 2, 12th Floor, DLF Building No. 9, Tower B, DLF Cyber City, Phase III, Gurgaon-122002 .

8. DIVIDEND

No Dividend is recommended considering the future expansion plans and with a view to conserve resources of the Company and to improve Companys financial strength.

9. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made thereunder.

10. DIRECTORS

In accordance with provisions of Companies Act, 1956 and Articles of Association Dr. Mustafa Siray and Dr. Gurnad Singh Sodhi, Directors retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Board recommends their re-appointment.

Dr. Florian Bertram Kirschner, Whole Time Director ceased to be Whole Time Director w.e.f. 31s1 May 2009. He continued to be Director on the Board till 15th October 2009. The Board acknowledges valuable contribution and guidance extended by Dr. Kirschner during his association with the Company.

Mr. Andreas Bernd Fischer has been appointed as Additional Director on the Board w.e.f. 15th October 2009. Mr. Fischer holds office upto the date of ensuing Annual General Meeting and the Company has received a notice u/s 257 of the Companies Act, 1956 from a member signifying his intention to propose candidature of Mr. Fischer for the office of Director at the ensuing Annual General Meeting.

11. AUDITORS

M/s. Price Waterhouse, Chartered Accountants, Delhi (Firm Registration No. with ICAI- 012754 N) the existing Auditors, have expressed their unwillingness for re-appointment as Auditors of the Company on their retirement at ensuing Annual General Meeting (AGM). Based on the recommendation of the Audit Committee, the Board of Directors of the Company proposed the appointment of M/s. Price Waterhouse, Chartered Accountants, Bangalore, (Firm Registration No. with ICAI - 007568S) as Auditors of the Company at the ensuing AGM. M/s. Price Waterhouse, Chartered Accountants, Bangalore have expressed their willingness to act as Auditor of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with provisions of Section 224(1 B) of the Companies Act, 1956. The business has been included for your consideration at Item no. 4 of the Notice of this AGM. The observations in the Auditors Report read with the Notes on Accounts are self-explanatory and do not require any comments.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

a) That in preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

b) That we have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31s1 March 2010 and of the Profit of the Company for that period;

c) That we have 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 ;

d) That we have prepared the Annual Accounts on a going-concern basis.

13. PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in Annexure A to the Directors Report.

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

As required under 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, the particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure B to the Directors Report.

15. CORPORATE GOVERNANCE

Pursuant to Provisions contained in the Clause 49 of the Listing Agreement with the Stock Exchanges, the following are furnished as Annexure- C forming part of this Directors Report:

;i) Report on Corporate Governance together with an Auditors Certificate on compliance of conditions of Corporate Governance as per clause 49 (VII) of the listing agreement.

(ii) Certificate by Managing Director regarding compliance of Code of Conduct by the members of Board and Senior Management as per clause 49 (I) (D)(ii) of the listing agreement.

(ili) Certificate from Managing Director/Chief Financial Officer regarding the financial statements presented to the Board as per Clause 49 (V) of the Listing Agreement.

16. MANAGEMENT DISCUSSION AND ANALYSIS

Managements Discussion and Analysis Report (Annexure D) forming part of the Corporate Governance forms part of Annual Report.

17. MATERIAL CHANGES AND COMMITMENTS EFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE YEAR AND THE DATE OF THIS REPORT

None

18. INDUSTRIAL RELATIONS

Your Company continued to enjoy cordial relations amongst all its employees. No man day was lost due to any Industrial Dispute.

19. ACKNOWLEDGEMENT

Your Board of Directors wish to thank and place on record their appreciation for the co-operation and support extended to the Company by the Government of India, State Governments of Uttar Pradesh and Maharashtra, other local authorities, Credit Rating Agencies, Bankers, Suppliers, Customers, Employees and other Stakeholders whose continued support has been a source of strength to the Company.

The Board of Directors also express their sincere gratitude to all the shareholders for their continued support and trust they have shown in the management. The continued dedication and sense of commitment shown by the employees at all levels during the year deserve special mention.

Your Company is thankful to the parent Company Evonik Degussa GmbH, Germany for providing management, technical and marketing support.

For & on behalf of the Board

Date : 2nd July, 2010 Gurnad Singh Sodhi Matthias Hau

Director Managing Director